Common use of Consideration Clause in Contracts

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price 4.1 LICENSEE shall pay to RDLP a one-time, non-creditable, license issue fee of *** United States Dollars (U.S. $***) forthwith following the Effective Date. Notwithstanding any other terms of this Agreement, this Agreement and the license granted hereunder shall not become effective until such issue fee is received by RDLP. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the sale Commission. 4.2 LICENSEE shall also pay RDLP, with respect to each Royalty Quarter, a royalty equal to ***percent (***%) of the Shares Net Sales of Products of LICENSEE and Affiliates during such Royalty Quarter. 4.3 The obligation to pay RDLP a royalty under this Article 4 is imposed only once with respect to the same unit of Product regardless of the number of Valid Claims or Licensed Patents covering the same; however, for purposes of determination of payments due hereunder, whenever the term “Product” may apply to a property during various stages of manufacture, use or sale, Net Sales, as otherwise defined, shall be derived from the aggregate of: (a) sale, distribution or use of such Product by LICENSEE or Affiliates at the Initial Consideration as adjusted pursuant stage of its highest invoiced value to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9unrelated third parties. 3.2 The Initial Consideration 4.4 LICENSEE shall be satisfied pay to RDLP an annual minimum royalty commencing in the calendar year 2006 as follows: (a1) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP ChargeIn 2006: US$*** ; and (c2) In 2007 and each year thereafter during the payment at Completion by term of this Agreement: US$*** . This annual minimum royalty shall accrue in the Purchaser Royalty Quarter ending in March of each calendar year of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid years specified above and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated due and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, included in the Vendors’ Respective Proportions, in accordance with report for that quarter. Notwithstanding the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shallforegoing, for the avoidance of doubtyear 2006, such annual minimum royalty shall be treated as adjusting the Initial Considerationdue and payable on June 30, thus resulting 2006. If LICENSEE defaults in the Final Initial Considerationpayment of any annual minimum royalty, and fails to remedy that default within thirty (30) days after written notice of it by RDLP, then this Agreement and the license rights conveyed herein shall terminate. Each annual minimum royalty paid under 4.4 (1) to (2) above may be credited by LICENSEE in full against all earned royalties otherwise to be paid to RDLP under Paragraph 4.2 for the calendar year in which the specific annual minimum royalty is paid. The Final Initial Considerationyear for which such credits under 4.1 (1) to (2) against earned royalties may be taken includes the Royalty Quarter in which the annual minimum royalty accrues and the next three Royalty Quarters. 4.5 If RDLP grants a license under the Licensed Patent(s) and in the Field of Use to any third party which is substantially the same as the license granted to LICENSEE under Article 3 above, together with for all or any Earn-out Payments made part of the Territory, but which requires a royalty rate or annual minimum royalty lower than those required of LICENSEE under this Agreement, then RDLP shall offer those terms to LICENSEE for that part of the Territory, to be effective as of the effective date of the license to that third party. *** Portions of this page have been omitted pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted a request for all Tax reporting purposesConfidential Treatment filed separately with the Commission.

Consideration. 3.1 8.1 The purchase consideration for the demerger of the Demerged Undertaking shall be the issue by the Resulting Company of 251 (two hundred fifty one) fully paid-up equity shares of the Resulting Company having face value of Re 1/- (Rupee One) each for every 500 (five hundred) fully paid-up equity shares of Re 1/- (Rupee One) each of the Demerged Company (“Resulting Company New Equity Shares”). 8.2 Upon coming into effect of the Scheme and subject to the provisions of this Scheme, the Resulting Company shall, without any further application, act, deed, consent or instrument, issue and allot the Resulting Company New Equity Share(s) to the equity shareholders of the Demerged Company who hold fully paid-up equity shares of the Demerged Company and whose names are recorded in the register of members and/ or records of the depository on the Record Date. 8.3 The Resulting Company New Equity Shares shall be subject to the provisions of the memorandum of association and articles of association of the Resulting Company, including with respect to dividend, bonus, rights shares and voting rights attached to the Resulting Company New Equity Shares. 8.4 The Resulting Company New Equity Shares that are to be issued in terms of this Scheme shall be issued in dematerialised form. All those equity shareholders who hold shares of the Demerged Company in physical form shall receive the Resulting Company New Equity Shares in dematerialised form only, provided that the details of their account with the depository participant are intimated in writing to the Demerged Company and provided such intimation has been received by the Demerged Company at least 7 (seven) days before the Record Date. If no such intimation is received from any shareholder who holds shares of the Demerged Company in physical form 7 (seven) days before the Record Date, the Resulting Company shall keep such shares in abeyance/escrow account with a trustee nominated by the Board of the Resulting Company for the benefit of such shareholders or shall be dealt with as provided under the Applicable Law and will be credited to the respective depository participant accounts of such shareholders as and when the details of such shareholder's account with the depository participant are intimated in writing to the Resulting Company and/or its registrar, if permitted under Applicable Law. 8.5 In case any equity shareholder becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of Resulting Company New Equity Shares, the Resulting Company shall not issue fractional shares to such equity shareholder and shall consolidate all such fractional entitlements and round up the aggregate of such fractions to the next whole number and shall, without any further application, act, instrument or deed, issue and allot such consolidated equity shares directly to an individual trust or a board of trustees or a corporate trustee nominated by the Resulting Company (“Trustee”), who shall hold such shares with all additions or accretions thereto in trust for the benefit of the respective equity shareholders, to whom they belong or their respective heirs, executors, administrators or successors, for the specific purpose of selling such equity shares in the market at such price for or prices at any time within a period of 90 (ninety) days from the date of allotment, as the Trustee may in its sole discretion decide and on such sale, distribute the net sale proceeds (after deduction of the expenses incurred and applicable income tax) to the respective equity shareholders in the same proportion of their fractional entitlements. Any fractional entitlements from such net proceeds may be rounded off to the next Rupee. It is clarified that any such distribution shall take place only on the sale of all the fractional equity shares of the Resulting Company by the Trustee pertaining to the fractional entitlements. 8.6 The Resulting Company New Equity Shares shall to be issued by the aggregate of: (a) the Initial Consideration as adjusted Resulting Company, pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors 8 in their Respective Proportions respect of any shares of the Initial Consideration less the Secured Amount Demerged Company which are held in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with abeyance under the provisions of Schedule 10 and Section 126 of the AP Charge; and (c) Act or which the payment at Completion Resulting Company is unable to issue due to non-receipt of relevant approvals or due to Applicable Laws or otherwise shall, pending allotment or settlement of dispute by order of Tribunal or any court or otherwise, be held in abeyance by the Purchaser Resulting Company or shall be dealt with as provided under the Applicable Law. 8.7 In the event of there being any pending share transfers, whether lodged or outstanding, of any of the MP Secured Amount into equity shareholders, the MP Blocked Account Board of the Demerged Company shall be empowered in appropriate cases, prior to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transfer of the equity shares in the Demerged Company and in relation to the shares issued by the Resulting Company, after the effectiveness of the Scheme. The Board of the Resulting Company shall be empowered to remove any such difficulties as may arise in the implementation of this Scheme. 8.8 Where Resulting Company New Equity Shares are to be heldallotted to heirs, dealt executors or administrators, successors or legal representatives of the equity shareholders, the concerned heirs, executors, administrators, successors or legal representatives shall be obliged to produce evidence of title satisfactory to the Resulting Company. 8.9 The issue and allotment of the Resulting Company New Equity Shares is an integral part hereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act on the part of the Resulting Company or the Demerged Company or their shareholders and as if the procedure laid down under the Act and such other Applicable Law, were duly complied with. It is clarified that the approval of the members of the Resulting Company to this Scheme, released, paid shall be deemed to be their consent/approval for the issue and transferred in accordance with allotment of the Resulting Company New Equity Shares under applicable provisions of Schedule 10 and the MP ChargeAct. 3.3 Subject 8.10 The Resulting Company New Equity Shares to Clauses 3.4 be issued by the Resulting Company in respect of the equity shares of the Demerged Company held in the unclaimed suspense account shall be credited to a new unclaimed suspense account created for shareholders of the Resulting Company. The Resulting Company New Equity Shares to be issued to the equity shareholders of the Demerged Company held in the Investor Education and 3.5Protection Fund Authority (“IEPF”) shall be issued to IEPF in favour of such equity shareholders. 8.11 In the event the Demerged Company restructures its share capital by way of consolidation or any other corporate action which includes raising of capital before the Record Date, the Initial Consideration share entitlement ratio set out in Clause 8.1 shall be suitably altered/adjusted considering the effect of such corporate action without requirement of any further approval from shareholders or Appropriate Authority. 8.12 The Resulting Company New Equity Shares to be issued by the Resulting Company pursuant to Clause 8.1 above in respect of such equity shares of the Demerged Company as follows: (a) there shall be added an amountare subject to lock-in pursuant to Applicable Law, if any, shall also be locked-in as and to the extent required under Applicable Law. 8.13 The Resulting Company shall apply for listing of its equity shares on the Stock Exchanges in terms of and in compliance of SEBI Schemes Master Circular and other relevant provisions as may be applicable. The Resulting Company New Equity Shares allotted by which the Net Working Capital Amount exceeds Resulting Company in terms of Clauses 8.1 and 8.2 above, pursuant to this Scheme, shall remain frozen in the Estimated Net Working Capital Amount; (b) depository system till listing/trading permission is given by the Stock Exchanges. Further, there shall be deducted an amount, if any, by no change in the shareholding pattern of the Resulting Company between the Record Date and the listing of its equity shares which may affect the Estimated Net Working Capital Amount exceeds status of approval of the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”Stock Exchanges. 3.4 8.14 The adjustments to the Initial Consideration set out in Clause 3.3 Resulting Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess necessary in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance Applicable Law for complying with the provisions formalities of Schedule 10the Stock Exchanges. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price 2.1 In consideration of the licence hereby granted by the Licensor to the Licensee for the sale Premises and the Services to be rendered by the Licensor under Clause 6 hereunder, the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,61,415 (Rupees Sixteen lakh sixty one thousand four hundred and fifteen only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Data where after both parties shall mutually agree to an escalation of License Fees which in no event, shall exceed fifteen (15) percent of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid License Fees and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount mutually agreed escalated Licence Fees shall be payable by either the Purchaser Licensee to the Licensor for the balance of the licence period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Vendors (as Licensor or any other third party in relation to the case may be) Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 3.3 until both 6 hereunder. It is hereto agreed between the Net Working Capital Amount Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the Net Cash Amount decor / layout of the Building, the common areas of the Premises that have been agreed or determined pursuant to Schedule 7. 3.5 Neither demarcated in the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (plan annexed hereto as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) Annexure A (the “Vendor Balancing PaymentCommon Areas”)) without payment of any additional licence fees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, then on or before the Vendors and 5th (fifth) day of each month for that month’s use. The Licensor hereby covenants with the Purchaser shall jointly instruct Licensee that upon the Security Bank to pay Licensee paying the Vendor Balancing Payment to Licence Fees on or before the Purchaserdate mentioned herein, in the Vendors’ Respective Proportionsmanner herein provided and by observing and performing the covenants, in accordance conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other law as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the provisions relevant TDS certificates in respect of Schedule 10the aforesaid tax deductions. 3.8 2.4 The Purchaser Licensee shall, during the term of this Agreement, pay all regular outgoings in respect of the Premises. These shall pay include the charges for electricity consumed based on the reading of the meter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Licensor undertakes to forward to the Vendors Licensee the Earn-out Payments in accordance with bills for such electricity supply, if at all the provisions Licensor receives such bills. It shall however not be the Licensor’s responsibility to track and ensure the receipt of Schedule 9the bills by the Licensee whose responsibility it shall be to ensure that the electricity bills are always paid regularly. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price 2.1 In consideration of the licence hereby granted by the Licensor to the Licensee for the sale Premises and the Services to be rendered by the Licensor under Clause 6 hereunder, the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,32,738 (Rupees Sixteen lakh thirty two thousand seven hundred and thirty eight only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Date where after both parties shall mutually agree to an escalation of License Fees, which in no event shall exceed fifteen (15) percent of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid License Fees and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount mutually agreed escalated License Fees shall be payable by either the Purchaser Licensee to the Licensor for the balance of the license period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Vendors (as Licensor or any other third party in relation to the case may be) Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 3.3 until both 6 hereunder. It is hereto agreed between the Net Working Capital Amount Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the Net Cash Amount décor / layout of the Building, the common areas of the Premises that have been agreed or determined pursuant to Schedule 7. 3.5 Neither demarcated in the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (plan annexed hereto as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) Annexure A (the “Vendor Balancing PaymentCommon Areas”)) without payment of any additional licence fees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, then on or before the Vendors and 5th (fifth) day of each month for that month’s use. The Licensor herby covenants with the Purchaser shall jointly instruct Licensee that upon the Security Bank to pay Licensee paying the Vendor Balancing Payment to Licence Fees on or before the Purchaserdate mentioned herein, in the Vendors’ Respective Proportionsmanner herein provided and by observing and performing the covenants, in accordance conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other law as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the provisions relevant TDS certificates in respect of Schedule 10the aforesaid tax deductions. 3.8 2.4 The Purchaser Licensee shall, during the term of this Agreement, pay all regular outgoings in respect of the Premises. These shall pay include the charges for electricity consumed based on the reading of the meter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Licensor undertakes to forward to the Vendors Licensee the Earn-out Payments in accordance with bills for such electricity supply, if at all the provisions Licensor receives such bills. It shall however not be the Licensor’s responsibility to track and ensure the receipt of Schedule 9the bills by the Licensee whose responsibility it shall be to ensure that the electricity bills are always paid regularly. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for Contingent upon the sale Executive’s execution of this Agreement, the Shares shall be Merger becoming effective, and the aggregate ofExecutive’s continued full compliance with the terms and conditions of this Agreement, Wolverine Bank will provide to the Executive the following consideration, and the Executive will make the following acknowledgements regarding such consideration: (a) Subject to Section 4, as consideration for the Initial Consideration Executive to enter into this Agreement and its attachments, appendices and exhibits, to terminate Executive’s Employment Agreement with Wolverine Bank, Wolverine Bank or Horizon Bank, as adjusted pursuant successor, shall pay to Clause 3.3; andthe Executive an amount equal to $1,037,218 (the “Amount”), less any withholdings for applicable taxes required by law. Subject to the foregoing, Wolverine Bank or Horizon, as successor, shall pay the Amount through its payroll system to the Executive in a lump sum at the first regular or special payroll date after the Release at Appendix A is executed and the waiting period has passed without revocation. Notwithstanding the foregoing, the payment set forth in this subsection 2(a) will be made within 60 days of satisfaction of the final condition for payment in this Section 2, provided that the Release at Appendix A is effective on such date, and provided further that if the 60-day period spans two calendar years, payment will be made in the second calendar year (the “Normal Payment Date”). (b) Notwithstanding the Earnforegoing, to the extent any portion of the Amount (the “Non-out Payments payable pursuant Exempt Amount”) is considered to Schedule 9. 3.2 The Initial Consideration be deferred compensation that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Non-Exempt Amount shall be satisfied as follows: paid in a lump sum upon the later of: (a1) the payment at Completion by Normal Payment Date; or (2) date of Executive’s “separation from service” within the Purchaser to the Vendors in their Respective Proportions meaning of Section 409A of the Initial Consideration less Code (“Separation from Service”), provided, however, that if Executive is a “specified employee” (within the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser meaning of Section 409A of the AP Secured Code), then payment of the Non-Exempt Amount into shall be made to Executive in a lump sum on the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with first day of the provisions of Schedule 10 and the AP Charge; andseventh month following such Separation from Service. (c) The Executive hereby acknowledges and agrees that: (i) the payment at Completion by Amount is a sum which is equivalent to the Purchaser sum to which the Executive would otherwise be entitled under the Employment Agreement in the event of a qualifying termination of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions Executive’s employment after a Change of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5Control; (ii) without executing this Agreement, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall Executive would not be entitled to include receive the same asset Amount at this time; and (iii) except as provided in this Agreement, the Executive is not entitled to receive any further compensation, payments and/or employee benefits under the Employment Agreement or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days the Executive’s employment relationship with WBKC and/or Wolverine Bank, except as contemplated by Section 1 of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.this Agreement

Consideration. 3.1 The purchase price In full and complete payment for the sale of the Shares shall be the aggregate of: Assets, Buyer agrees to (a) the Initial Consideration as adjusted assumption of the Assumed Liabilities pursuant to Clause 3.3; and Section 2.3 hereof, (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser issue a number of Buyer Shares equal to the Vendors in their Respective Proportions number of Seller Shares that are issued and outstanding as of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP ChargeClosing Date; and (c) issue Buyer Warrants under substantially the payment at Completion by the Purchaser same terms and conditions as each of the MP Secured Amount into Seller Warrants unexercised and outstanding as of the MP Blocked Account to be heldClosing Date and providing for the same number of unexercised shares, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 same option prices and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted same expiration dates as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amountsuch Seller Warrants; and (d) there issue Buyer Convertible Notes for the same face amount (net of any principal payments made), interest rate, conversion price, payment terms and other terms and conditions as each of the Seller Convertible Notes outstanding as of the Closing Date; (e) issue Buyer Convertible Debentures for the same face amount (net of any principal repayments made), interest rate, conversion price, payment terms and other terms and conditions as each of the Seller convertible Debentures outstnading as of the Closing Date; and (f) issue Buyer Notes for the same face amount (net of any principal payments made), interest rate, payment terms and other terms and conditions as each of the Seller Notes outstanding as of the Closing Date. In order to facilitate the liquidation and dissolution of Seller under Section 2.5, and the assumption by Buyer of Seller’s obligations under the Seller Warrants, Seller Convertible Notes, Seller Convertible Debentures and the Seller Notes (outstanding as of the Closing Date) as part of the Assumed Liabilities, the Buyer Shares, the Buyer Warrants, the Buyer Convertible Notes, the Buyer convertible Debentures and the Buyer Notes to be issued under this Section 2.4 shall be added an amount, if any, by which so issued in the Net Cash Amount exceeds names of the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount Seller Shareholders and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any holders of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination DateSeller Warrants, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors Seller Convertible Notes and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the PurchaserSeller Notes, in the Vendors’ Respective Proportionsrespectively, in accordance with the provisions of Schedule 10Section 2.5.” 3.8 The Purchaser 5. Section 2.5 shall pay be amended and restated in its entirety to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated read as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.follows:

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) The aggregate consideration to be paid by the Initial Consideration Buyer for the Transferred Assets shall be $315,000,000 (the “Purchase Price”), subject to adjustment as adjusted pursuant provided in Section 2.5(b), Section 3.4, Section 6.8. and Section 6.11 The Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to Clause 3.3; andthe account(s) specified by the Sellers. (b) At the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions end of the Initial Consideration less period beginning on and including the Secured Amount in accordance with Clause 22.1; Effective Time and ending December 31, 2018 (b) the payment at Completion by the Purchaser inclusive), and for each of the AP Secured Amount into calendar years ended December 31, 2019 and 2020 (the AP Blocked Account to be held“Determination Period”), dealt with, released, paid and transferred the Buyer shall calculate the Aggregate Operating Expenses incurred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser operation of the MP Secured Amount into Transferred Assets in the MP Blocked Account to be held, dealt with, released, paid and transferred ordinary course of business during that period. If (x) such Aggregate Operating Expenses exceed the applicable amount listed in accordance with Schedule 2.5(b) for such period (the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5“OPEX Cap”), the Initial Consideration Sellers shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser Buyer for the amount of such excess and (y) such Aggregate Operating Expenses are less than the OPEX Cap for such period, the Buyer shall make a payment to the Sellers for such difference, in each case, as a purchase price adjustment; provided, however, that no purchase price adjustment shall be payable to the extent that the Aggregate Operating Expenses exceed the respective OPEX Cap as a result of operations by the Buyer which are outside the ordinary course of business or as a result of the negligence or willful misconduct of the Buyer in its performance of its obligations hereunder. (c) In addition to any payments pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”Section 2.5(b), then if requested by either the Vendors Buyer or the Sellers within 90 days after the end of the Determination Period, the Parties shall analyze the Aggregate Operating Expenses relative to the OPEX Cap and, based on such analysis, the Buyer and the Purchaser Sellers shall jointly instruct the Security Bank negotiate in good faith to pay the Vendor Balancing Payment make commensurate (x) adjustments (either increases or decreases) to the Purchaserthroughput, storage, terminalling or other fees set forth in the Ancillary Documents or (y) to include additional fees in such Ancillary Documents, in each case, effective as of the Vendors’ Respective Proportionsend of the Determination Period, to allow Buyer to recoup at least the actual costs of operations of the Transferred Assets in accordance with addition to a mutually agreed upon margin, taking into consideration Aggregate Operating Expenses over the provisions of Schedule 10. 3.8 The Purchaser shall pay Determination Period in relation to the Vendors OPEX Cap or to provide the Earn-out Payments Sellers with a reduction in accordance with fees if the provisions of Schedule 9Aggregate Operating Expenses are lower than the OPEX Cap. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 2.1 Charity Partner shall pay The Royal Parks (“TRP”) the Fee within thirty (30) days of receiving a written request for payment from TRP if the charity opts to purchase price for Race Places in the sale of the Shares Royal Parks Half Marathon via invoice. 2.2 Unless otherwise directed by TRP, Charity Partner shall make payments by bank transfer to TRP’s bank account held with National Westminster Bank plc, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, with Account No. ▇▇▇▇▇▇▇▇ and Sort Code 60-16-39. 2.3 All payments under this Agreement shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earnpaid without any deductions, set-out Payments payable pursuant to Schedule 9off or withholdings. 3.2 The Initial Consideration shall be satisfied 2.4 All amounts expressed in this Agreement as follows: being payable to TRP are expressed inclusive of value added tax (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by ) which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; may be chargeable thereon (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing PaymentVAT”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for . For the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, Event is subject to adjustment pursuant the VAT exemption currently applying to Clause 22.2charity fundraising events. 2.5 If the Fee is not paid on the date required under this Agreement, Charity Partner shall pay TRP, on demand, interest on the outstanding Fee at the rate of 3% (three per cent) per annum above National Westminster Bank plc's base rate at the time, such interest to be adopted compounded in calendar monthly steps on the first day of each month from the date due until the date of payment (inclusive) unless a separate payment schedule is agreed in writing by TRP or the equivalent number of Race Places to the amount of the outstanding Fee are forfeited. For the avoidance of doubt, one Race Place shall be forfeited for all Tax reporting purposesevery £145 of the Fee which is outstanding. 3 PROMOTION Charity Partner will be given the opportunity to approve a generic design/look in relation to any Materials proposed to be used for the promotion of the Event which feature Charity Partner’s name and/or approved image prior to TRP publishing or using those Materials, such approval not to be unreasonably withheld, delayed or conditioned. Charity Partner will provide its approval or disapproval within fifteen (15) days of receiving the draft Materials or approval will be deemed given.

Consideration. 3.1 The purchase price In exchange for the sale of promises made herein, the Shares Parties agree that: a. As for Executive’s final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the aggregate ofCOMPANY to EXECUTIVE: (ai) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1Employment Agreement; (bii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under the payment at Completion Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants under the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit under the Employment Agreement; and, (vi) The COMPANY shall reimburse EXECUTIVE, no later than February 28, 2017 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Purchaser of Separation Date, subject to substantiation prior to such date by the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided EXECUTIVE complies with Articles 7, 8, and 9 of the Employment Agreement, as well as other provisions of Schedule 10 the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Period, and shall continue to be paid on the AP Charge; and COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement, only if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under this Agreement (c) the payment at Completion by “Pre-Pack”). If the Purchaser COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the COMPANY shall, prior to the filing of any such plan, make all payments due to EXECUTIVE hereunder in a lump sum. The severance payments provided for in this paragraph are in addition to and not part of the MP Secured Amount into Notice Period Payment. c. EXECUTIVE may have the MP Blocked Account right to be heldcontinue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, dealt withas amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, releasedto the extent permitted by law, paid the COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and transferred vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with the provisions of Schedule 10 COBRA and the MP Charge. 3.3 Subject terms of the COMPANY’s group health insurance plan, as it may be amended from time to Clauses 3.4 time (the “Health Benefits”) for a period of up to eighteen (18) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and 3.5agrees that payments made pursuant to this Paragraph shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduce, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by otherwise applicable period during which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the EXECUTIVE and his “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors qualified beneficiaries” (as the case may bedefined by COBRA) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall would be entitled to include receive COBRA coverage that is not so paid by the same asset or liability twice in calculating COMPANY. d. Notwithstanding any contrary provisions of the adjustments applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be made pursuant exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to Clause 3.3the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. 3.6 Within five Business Days e. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1his duties. 3.7 If f. EXECUTIVE acknowledges that the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10foregoing is adequate consideration for this Agreement. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for the sale Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Shares shall be Employment Agreement, Employer agrees to provide Employee with the aggregate offollowing: (ai) A payment to equal to one (1) times the Initial Consideration Executive’s then current annual Total Cash Compensation as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration severance pay. This severance pay shall be satisfied as follows: paid in substantially equal monthly installments (aor such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the payment at Completion Executive’s separation from service by the Purchaser to Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to above referenced payments shall be held, dealt with, released, paid and transferred made in accordance with the provisions of amounts and dates set forth on Schedule 10 and the AP Charge; and2, attached hereto. (cii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment at Completion by of COBRA premiums is permitted under applicable laws and regulations, the Purchaser Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from service. (iii) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the MP Secured Amount into Employer, or its subsidiaries, or respective affiliates (collectively, the MP Blocked Account “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be heldaccelerated, dealt with, released, paid and transferred in accordance with any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the provisions effective date of Schedule 10 and the MP ChargeEmployee’s separation from service. 3.3 Subject to Clauses 3.4 and 3.5(iv) In addition, the Initial Consideration exercise period for Employee to exercise any Award Shares shall be adjusted as follows:extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (av) there Employer shall be added an amount, if any, by which take all steps reasonably available to it to have the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the Initial Consideration set out in Clause 3.3 shall be aggregated development of Employer and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount its affiliates and the Net Cash Amount have been agreed or determined pursuant to Schedule 7subsidiaries. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In exchange for the sale of promises made herein, the Shares Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the aggregate ofCOMPANY to EXECUTIVE: (ai) On the Initial Consideration effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as adjusted pursuant of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to Clause 3.3; and (bnor shall he receive any 2016 Retention Bonus under Section 4(d) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1Employment Agreement; (bii) On the payment at Completion Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The bonus will be paid on the first pay period following the effective date, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Purchaser of Separation Date, subject to substantiation prior to such date by the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred EXECUTIVE in accordance with the provisions of Schedule 10 and the AP Charge; andCOMPANY’s expense reimbursement policies. (cvii) The COMPANY agrees to reduce the payment at Completion by Restrictive Covenant period from one (1) year to six (6) months after the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP ChargeSeparation Date. 3.3 Subject to Clauses 3.4 and 3.5b. On the Effective Date of this Agreement, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank COMPANY agrees to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shallEXECUTIVE cash severance benefits, subject to adjustment all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to Clause 22.2the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be adopted executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for all Tax reporting purposesthe performance of his duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. 3.1 (a) The aggregate purchase price for the sale of Purchased Assets and the Shares total consideration for this transaction (the “Purchase Price”), which Seller acknowledges is full and adequate consideration, shall be an amount equal to five (5) times the aggregate of: Seller’s trailing twelve (a12) months earnings ending December 31, 2017, before interest, taxes, depreciation and amortization, with certain add-backs agreed-upon by the Initial Consideration as adjusted pursuant parties, with this calculation being based on the Seller’s to-be-completed 2017 audited income statement (“Adjusted EBITDA”). For purposes of illustration and example only, if the Adjusted EBITDA of Seller for 2017 is $700,000, the Purchase Price at Closing will be $3,500,000 (Seller’s actual 2017 Adjusted EBITDA shall be multiplied by 5 to Clause 3.3; andget the actual Purchase Price). (b) If the Earn-out Payments payable pursuant Seller’s 2017 Adjusted EBITDA is less than the target of $700,000, (as shown on Seller’s 2016 and 2017 Audited Financial Statements, as defined below) then either Buyer or Seller shall have the absolute and separate option, within five (5) calendar days following receipt of the Seller’s 2016 and 2017 Audited Financial Statements, to Schedule 9. 3.2 The Initial Consideration declare to the other party in writing this Agreement terminated, null and void, with no further duties, obligations or liabilities owed to anyone except as expressly stated herein. If Seller’s 2017 Adjusted EBITDA is at least $700,000 (as shown on the Seller’s 2016 and 2017 Audited Financial Statements) and all of the conditions and contingencies on Buyer’s obligation to Close hereunder are satisfied, but Buyer chooses not to Close, then Buyer shall be satisfied as follows: (a) liable to Seller for a breakup fee which shall not be more than the payment at Completion audit fees paid by Seller to Seller’s Accountant for the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid Seller’s 2016 and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and2017 Audited Financial Statements. (c) Seller shall provide Buyer with Seller’s audited 2016 and 2017 financial statements completed by a PCAOB approved accounting firm (“Seller’s 2016 and 2017 Audited Financial Statements”) along with that firm’s signed consent to allow the payment at Completion by the Purchaser use of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid Seller’s 2016 and transferred 2017 Audited Financial Statements in accordance public filings with the provisions of Schedule 10 Securities and the MP ChargeExchange Commission (“SEC”) in form and content reasonably acceptable to Buyer. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for In consideration of Employee’s execution of this Agreement, and provided that Employee signs the sale Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Shares shall be Separation Date (the aggregate of: “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (a12) the Initial Consideration months of Employee’s base salary as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less Separation Date in the Secured Amount gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in accordance with Clause 22.1; a single lump sum no later thirty (b30) days after the payment at Completion by Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Purchaser Consolidated Omnibus Budget Reconciliation Action of the AP Secured Amount into the AP Blocked Account to be held1985, dealt with, released, paid as amended (“COBRA”) for Employee and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5her covered dependents following Employee’s separation, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser Company shall pay to health insurance provider the Vendorsfull monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in their Respective Proportionsa violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash in pounds sterling an amount payment equal to the COBRA premium for such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall paymonth, in their Respective Proportionsless applicable federal, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors state and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments local payroll taxes and other withholdings required to be made under Clause 3.6 shallby law, for the avoidance remainder of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesCOBRA Payment Period.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) The consideration for the Initial Consideration as adjusted pursuant to Clause 3.3; andAssets (the “Purchase Price”) will be (a) One Hundred Fifty Five Million Dollars ($155,000,000) plus or minus the Adjustment Amount and (b) the assumption of the Assumed Liabilities. (b) In accordance with Section 2.7(b), at the Earn-out Payments payable pursuant Closing, the Purchase Price, prior to Schedule 9. 3.2 The Initial Consideration adjustment on account of the Adjustment Amount, shall be satisfied delivered by Buyer as follows: : (ai) One Hundred Fifty Million Dollars ($150,000,000) by wire transfer to Sellers; and (ii) Five Million Dollars ($5,000,000) by wire transfer to an Escrow Agent mutually satisfactory to Sellers and Buyer (the payment at Completion by the Purchaser “Escrow Agent”) to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred hold in accordance with the provisions terms and conditions of Schedule 10 an escrow agreement in form and substance mutually satisfactory to Sellers and Buyer (the AP Charge; and“Escrow Agreement”), providing for, among other things, termination of the Escrow Agreement on September 30, 2005. (c) Within ten (10) Business Days after the payment at Completion by execution of this Amendment, Veritas shall cause Buyer to deposit the Purchaser sum of Five Million Dollars ($5,000,000) (the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred “Deposit”) in escrow in accordance with the provisions terms and conditions of Schedule 10 the Deposit Escrow Agreement in the form of Exhibit A attached hereto. Unless this Contract shall be terminated pursuant to Section 9.1, on the Closing Date the Deposit (together with all interest and other distributions or gains, hereinafter referred to as “Earnings”) shall be released to Sellers as partial payment of the Purchase Price and the MP Charge. 3.3 Subject amount payable by Buyer to Clauses 3.4 and 3.5, Sellers at the Initial Consideration Closing pursuant to Section 2.3(b) shall be adjusted reduced by the amount of the Deposit and Earnings. In the event the Closing does not occur as follows: (a) there shall be added an amounta result of the Breach by Buyer of its obligations under this Contract, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors Sellers shall be entitled to include receive the same asset or Deposit and Earnings as liquidated damages. Buyer and Sellers hereby acknowledge that the amount of damages which would be incurred by Sellers as a result of Buyer’s Breach of this Contract for not Closing are difficult to ascertain and that the amount of liquidated damages provided for by this Section 2.3(c) are reasonable. Notwithstanding anything to the contrary contained in this Contract (including, without limitation, Sections 9.2 and 13.5), Buyer shall have no other liability twice to Sellers in calculating any the event the Closing does not occur. In the event the Closing does not occur other than as a result of the adjustments Breach by Buyer of its obligations under this Contract, the Deposit and Earnings shall be returned to be made pursuant to Clause 3.3Buyer. 3.6 Within five Business Days C. Section 2.6 of the Determination Date, the Purchaser or (Purchase Contract is hereby amended to read in its entirety as the case may be) the Vendors shall make the following paymentfollows: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 5.1 The purchase price for Purchaser agrees to pay Plot Consideration amount mentioned in Annexure FIFTH SCHEDULE in the sale of the Shares shall be the aggregate of: (a) the Initial Consideration manner as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9mentioned in payment plan annexed in FIFTH SCHEDULE. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion 5.2 Provided that any deduction of an amount made by the Purchaser on account of Tax Deduction at Source, if any (“TDS”) as may be required under prevailing law while making any payment to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion Promoter under this Agreement, shall be acknowledged/credited by the Promoter only upon the Purchaser of submitting the AP Secured Amount into original tax deduction at source certificate and provided that the AP Blocked Account to be held, dealt with, released, paid and transferred amount mentioned in accordance the certificate matches with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP ChargeIncome Tax Department site. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount5.3 Provided further that, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other any such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Considerationcertificate is not produced, the Purchaser shall pay equivalent amount as interest free deposit to the VendorsPromoter, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if which deposit shall be refunded by the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment Promoter to the Purchaser, in upon the Vendors’ Respective ProportionsPurchaser producing such certificate. It is hereby agreed that until receipt of the certificate as aforesaid, in accordance with the provisions Promoter shall not be liable to handover possession of Schedule 10the Plot to the Purchaser. 3.8 5.4 Time for payment of the aforesaid demands and other amounts payable under this Agreement shall be of the essence of this Agreement and the Purchaser shall, without prejudice to its other rights available in law and under this Agreement, be liable to pay interest at the rate prescribed under RERA on all delayed payments including the CAM charges. 5.5 The Purchaser shall is also, aware that the sale transaction contemplated herein will be subject to Goods and Services Tax (“GST”) at the applicable rates. As per the current Applicable Laws, the Plot Consideration is not liable to GST, however the GST is payable on Infrastructure Development Charges. 5.6 The Purchaser hereby agrees to pay the applicable Taxes on the Plot plus Corpus, Infrastructure Development Charges and/or the CAM Charges, payable under this Agreement (as may be levied by the appropriate government by way of increase in rates or introduction of new levies or in any other manner) to the Promoter, if any, being the amount payable towards the Taxes as and when demanded by the Promoter. The Purchaser hereby also agrees to pay to the Vendors Promoter, the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, said amount together with any Earn-out Payments made pursuant to Schedule 9increase thereto and/or interest and/or penalty, shallif any, subject to adjustment pursuant to Clause 22.2that may be levied on the payment of the Taxes (prospectively or retrospectively levied by the competent authority), be adopted for all Tax reporting purposeswhen demanded by the Promoter.

Consideration. 3.1 The purchase price a. In exchange for the sale receipt of the Olayan Company Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount and in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser 2.8 of the AP Secured Amount into SPA, on the AP Blocked Account NESR Closing Date, NESR shall issue to be held, dealt with, released, paid and transferred in accordance with the provisions Olayan 13,340,448 shares of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP ChargeNESR Common Stock. 3.3 Subject b. Each Party shall preserve the right to recover any Pre-Olayan Closing Adjustment Leakage, Pre-NESR Closing Adjustment or Disputed Leakage, as applicable, pursuant to the SPA. If, with Olayan written consent, NESR is able to recover, after deduction of reasonable recovery costs, any Pre-Olayan Closing Adjustment Leakage, then NESR shall promptly transfer such amount of Pre-Olayan Closing Adjustment Leakage to Olayan. NESR shall make such payment to Olayan either by wire transfer of immediately available funds or through the issuance to Olayan or its designated Affiliate of an equivalent amount in shares of NESR Common Stock valued at $11.244 per share, in the sole discretion of NESR. The aggregate shares of NESR Common Stock issued to Olayan pursuant to Clauses 3.4 2.a and 3.5, the Initial Consideration 2.b (Consideration) (but not Clause 2.c) hereof shall collectively be adjusted referred to as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial ConsiderationLock-Up Shares.”. 3.4 The adjustments to c. On the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination NESR Closing Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser NESR shall pay to Olayan interest accruing at the Vendorsrate of 9.5% per annum on the amount paid by Olayan to purchase the Olayan Company Shares, in their Respective Proportions, in cash in pounds sterling up to an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) of $4,700,000 (the “Vendor Balancing PaymentInterest Amount”), then which represents the Vendors and total interest payable to Olayan on the Purchaser Olayan Initial Cash Consideration Amount. On the NESR Closing Date, NESR shall jointly instruct have the Security Bank right in its sole discretion either to pay the Vendor Balancing Payment Interest Amount in cash or to issue to Olayan or its designated Affiliate 418,001 shares of NESR Common Stock in full satisfaction of this obligation (the Purchaseraggregate shares of NESR Common Stock issued to Olayan pursuant to this Clause 2.c. (Consideration) shall be referred to as the “Non-Lock-Up Shares” and the Lock-Up Shares and the Non-Lock-Up Shares shall collectively be referred to as the “Shares”). d. NESR shall issue all the Common Stock issuable hereunder to Olayan or an Affiliate of Olayan as designated by Olayan in writing, free and clear of all Encumbrances, but subject to restrictions on transfer generally arising under applicable U.S. federal or state securities law and, in the Vendors’ Respective Proportionscase of the Lock-Up Shares, in accordance with the provisions Lock-Up (as defined below). Upon request by Olayan, a certificate, signed by a duly authorized officer of Schedule 10NESR will be delivered to Olayan or its designated Affiliate at the NESR Closing Date evidencing appropriate book entries to the account holder designated by Olayan. 3.8 The Purchaser shall pay e. NESR acknowledges that, pursuant to the Vendors terms of the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required SPA, Olayan is under no obligation to be made under Clause 3.6 shall, for pay any Olayan Daily Amount. For the avoidance of doubt, under no circumstances shall Olayan or its Affiliates be treated as adjusting held liable for or required to pay any Olayan Daily Amount and NESR shall not, and shall cause its Affiliates not to, make any claim in respect of the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesforegoing.

Consideration. 3.1 The purchase price In exchange for the sale of promises made herein, the Shares Parties agree that: a. As for Executive’s Final Compensation pursuant to the Employment Agreement, the following items described in clauses I (a)(i) through 1(a)(vii) shall be paid or provided by the aggregate ofCOMPANY to EXECUTIVE: (ai) On the Initial Consideration effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as adjusted pursuant of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to Clause 3.3; andnor shall she receive any 2016 Retention Bonus, (bii) On the Earn-out Payments payable pursuant Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to Schedule 9. 3.2 The Initial Consideration shall be satisfied State requirements, with all PTO to cease to accrue as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1Separation Date; (biii) EXECUTIVE shall not be entitled to nor shall she receive any 2015 Executive Management Bonus under Section 4(b) of the payment at Completion Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) The COMPANY shall reimburse EXECUTIVE, no later than October 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Purchaser of Separation Date, subject to substantiation prior to such date by the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred EXECUTIVE in accordance with the provisions of Schedule 10 and the AP Charge; andCOMPANY’s expense reimbursement policies. (cvi) The COMPANY agrees to reduce the payment at Completion by Restrictive Covenant period from one (1) year to six (6) months after the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP ChargeSeparation Date. 3.3 Subject to Clauses 3.4 and 3.5b. On the Effective Date of this Agreement, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank COMPANY agrees to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shallEXECUTIVE cash severance benefits, subject to adjustment all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to Clause 22.2the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be adopted executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that she shall not be entitled any severance payment provided under this Agreement if she fails to return all assets and equipment provided to him for all Tax reporting purposesthe performance of her duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) In consideration for the Initial Consideration as adjusted Contributed Apartment Assets except for the Post Oak Property, Acquirer shall issue and cause the New Operating Partnership to deliver to Trade Street Fund, pursuant to Clause 3.3; andthe terms and subject to the conditions set forth in this Agreement, at Closing that number of shares of Common Stock of Acquirer equal to the equity value of the Contributed Apartment Assets not including the Post Oak Property as set forth on Schedule B of the Trade Street Disclosure Schedule attached hereto and made a part hereof divided by 0.12. With respect to the Post Oak Property, Acquirer shall issue and cause the New Operating Partnership to deliver to Trade Street Fund and the Post Oak JV Partner, in accordance with their membership interests in Post Oak JV, LLC as set forth on Schedule A of the Trade Street Disclosure Schedule attached hereto and made a part hereof that number of shares of Common Stock of Acquirer equal to the equity value of the Post Oak Property as set forth on Schedule B of the Trade Street Disclosure Schedule attached hereto and made a part hereof divided by 0.12. In addition, Acquirer shall cause the New Operating Partnership to satisfy the debt due from Trade Street Fund to BREF by acquiring such obligation from BREF as provided in Section 1.4(d) hereof and then cancelling the debt. (b) In consideration for the Earn-out Payments payable Contributed Operating Businesses, Acquirer shall cause the New Operating Partnership to issue and deliver to the COB Owners, in proportion to their ownership interests in the Contributed Operating Businesses (but excluding TS Manager, LLC), at Closing, pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser terms and subject to the Vendors conditions set forth in their Respective Proportions this Agreement, consideration equal to the equity value of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser Contributed Operating Businesses, as set forth on Schedule C of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid Trade Street Disclosure Schedule attached hereto and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) part hereof (the “Vendor Balancing PaymentOperating Company Contribution Value”), then payable as follows: (1) that number of Common OP Units (as defined in Section 1.4(b)(A) hereof) equal to one-third of the Vendors Operating Company Contribution Value divided by 0.12, (2) that number of Class B Preferred OP Units (as defined in Section 1.4(b)(B) hereof) equal to one-third of the Operating Company Contribution Value divided by 100 (which represents a $100 liquidation value per Class B Preferred OP Unit), and (3) that number of Class C Preferred OP Units (as defined in Section 1.4(b)(C) hereof) equal to one-third of the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial ConsiderationOperating Company Contribution Value divided by 100 (which represents a $100 liquidation value per Class C Preferred OP Unit). The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted capitalized terms used for all Tax reporting purposes.purposes of this Section 1.4(b) shall have the following meaning:

Consideration. 3.1 The purchase price 2.1 In consideration of the licence hereby granted by the Licensor to the Licensee for the sale Premises and the Services to be rendered by the Licensor under Clause 6 hereunder the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 15,70,378 (Rupees Fifteen lakh seventy thousand three hundred and seventy eight only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Date where after both parties shall mutually agree to an escalation of License Fees, which in no event shall exceed fifteen (15) percent of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid License Fees and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount mutually agreed escalated License Fees shall be payable by either the Purchaser Licensee to the Licensor for the balance of the license period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Vendors (as Licensor or any other third party in relation to the case may be) Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 3.3 until both 6 hereunder. It is hereto agreed between the Net Working Capital Amount Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the Net Cash Amount décor/layout of Building, the common areas of the Premises that have been agreed or determined pursuant to Schedule 7. 3.5 Neither demarcated in the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (plan annexed hereto as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) Annexure A (the “Vendor Balancing PaymentCommon Areas”)) without payment of any additional licence fees rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, then on or before the Vendors and 5th (fifth) day of each month for that month’s use. The Licensor hereby covenants with the Purchaser shall jointly instruct Licensee that upon the Security Bank to pay Licensee paying the Vendor Balancing Payment to Licence Fees on or before the Purchaserdate mentioned herein, in the Vendors’ Respective Proportionsmanner herein provided and by observing and performing the covenants, in accordance conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other law as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the provisions relevant TDS certificates in respect of Schedule 10the aforesaid tax deductions. 3.8 2.4 The Purchaser Licensee shall, during the term of this Agreement, pay all regular outgoing in respect of the Premises. These shall pay include the charges for electricity consumed based on the reading of the meter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Licensor undertakes to forward to the Vendors Licensee the Earn-out Payments in accordance with bills for such electricity supply, if at all the provisions Licensor receives such bills. It shall however not be the Licensor’s responsibility to track and ensure the receipt of Schedule 9the bills by the Licensee whose responsibility it shall be to ensure that the electricity bills are always paid regularly. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price 2.1 In consideration of the licence hereby granted by the Licensor to the Licensee for the sale Premises and the Services to be rendered by the Licensor under Clause 6 hereunder, the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,35,469 (Rupees Sixteen lakh thirty five thousand four hundred and sixty nine only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Date where after both parties shall mutually agrees to an escalation of License Fees, which in no event, shall exceed fifteen (15) percent of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid License Fees and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount mutually agreed escalated License Fees shall be payable by either the Purchaser Licensee to the Licensor for the balance of the license period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Vendors (as Licensor or any other third party in relation to the case may be) Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 3.3 until both 6 hereunder. It is hereto agreed between the Net Working Capital Amount Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the Net Cash Amount décor / layout of the Building, the common areas of the Premises that have been agreed or determined pursuant to Schedule 7. 3.5 Neither demarcated in the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (plan annexed hereto as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) Annexure A (the “Vendor Balancing PaymentCommon Areas”)) without payment of any additional licence fees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, then on or before the Vendors and 5th (fifth) day of each month for that month’s use. The Licensor hereby covenants with the Purchaser shall jointly instruct Licensee that upon the Security Bank to pay Licensee paying the Vendor Balancing Payment to Licence Fees on or before the Purchaserdate mentioned herein, in the Vendors’ Respective Proportionsmanner herein provided and by observing and performing the covenants, in accordance conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other laws as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the provisions relevant TDS certificates in respect of Schedule 10the aforesaid tax deductions. 3.8 2.4 The Purchaser Licensee shall, during the term of this Agreement, pay all regular outgoings in respect of the Premises. These shall pay include the charges for electricity consumed based on the reading of the meter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Licensor undertakes to forward to the Vendors Licensee the Earn-out Payments in accordance with bills for such electricity supply, if at all the provisions Licensor receives such bills. It shall however not be the Licensor’s responsibility to track and ensure the receipt of Schedule 9the bills by the Licensee whose responsibility it shall be to ensure that the electricity bills are always paid regularly. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price As consideration for the sale properties, rights and agreements conveyed by Seller of the Shares shall be Company set forth in Section 1.01 above, the aggregate of:Company agrees to pay the following consideration, deliver the following documents and take the following actions (collectively "the Purchase Price"): (a) issue to Seller newly-issued certificates of the Initial Consideration Company's common stock, no par value per share (the "Common Stock"), and Warrants (the "Warrants") to purchase the Common Stock substantially in the form of the Warrant Agreement attached hereto as adjusted pursuant Exhibit E (the "Warrant Agreement"). The Warrants shall entitle the Seller to Clause 3.3; and purchase one share of the Common Stock at an exercise price of $2.25 per share during the period ending three (b3) years from the Earn-out Payments payable pursuant Closing Date. The total number of shares of Common Stock and Warrants to Schedule 9. 3.2 The Initial Consideration be issued shall be satisfied as follows: determined on the basis of one share of Common Stock and one Warrant for each five (a5) shares of common stock, no par value per share (the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1"Seller's Common Shares") outstanding on July 18, 1997; (b) the payment at Completion by the Purchaser agree to register within one year of the AP Secured Amount into Closing Date the AP Blocked Account Common Stock, Warrants and the Common Stock underlying the Warrants, to be held, dealt with, released, paid and transferred delivered to Seller pursuant to subsection 1.02 (a) in accordance with the terms and provisions of Schedule 10 and the AP Charge; and registration rights agreement substantially in the form attached hereto as Exhibit F (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount"Registration Rights Agreement"); (c) there deliver 1,100,000 shares of the no par value common stock of Seller to Seller; (d) if not previously delivered, execute and deliver a corporate promissory note, dated as of the Closing Date, substantially in the form attached hereto as Exhibit G (the "$2,200,000 Note"). The $2,200,000 Note shall be deducted for the principal amount of $2,200,000 and bear interest at the rate of ten percent (10%) per annum and be guaranteed by a stock pledge and security agreement substantially in the form attached hereto as Exhibit H (the "Stock Pledge Agreement"); (e) enter into a royalty agreement substantially in the form attached hereto as Exhibit I (the "Royalty Agreement"), which Royalty Agreement shall provide the Seller with a 10% royalty on future revenues earned on the sale of cellular phone antennas with a cap of $5,000,000 on total royalties; (f) execute and deliver a secured promissory note, dated as of the Closing Date, substantially in the form attached hereto as Exhibit J (the "Secured Promissory Note"). The Secured Promissory Note shall be for the principal amount of $375,000 and bear interest at the rate of 10% per annum, be payable on November 30, 1997, and be secured by a security agreement substantially in the form attached hereto as Exhibit K (the "Security Agreement"), and a financing statement on Form UCC-1 (the "Financing Statement"), dated as of the Closing Date; (g) execute an amountassignment and assumption of lease agreement substantially in the form attached hereto as Exhibit L (the "Assignment and Assumption of Lease Agreement"), if anywherein the Company will sublease from the Seller the premises located in Scottsdale, Arizona, presently occupied by which the Estimated Net Cash Amount exceeds Seller for the Net Cash Amountbalance of the rental term and upon the same terms and conditions as currently paid by the Seller or otherwise enter into a new lease with the landlord of the premises, with Seller being unconditionally released from all obligations under the old lease; and (dh) there shall be added enter into an amount, if any, by which assumption agreement substantially in the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price form attached hereto as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) Exhibit M (the “Vendor Balancing Payment”"Assumption Agreement"), then wherein the Vendors Company will assume full liability and responsibility for all operating expenses associated with such entities, including all related personnel and compensation expenses, including the Purchaser shall jointly instruct the Security Bank Seller's obligations to pay the Vendor Balancing Payment sums of $35,500.00 and $10,000.00 to the PurchaserMessrs. Lou Ross and Terry W. Neild, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10▇▇▇▇▇▇▇▇vely. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale In consideration of Employee's acceptance of the Shares shall terms of this Agreement, Employer will provide Employee with consideration, to which Employee would not otherwise be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9entitled, described in this Section 3. 3.2 The Initial Consideration shall be satisfied as follows: (a) a. Employer will continue to pay regular wages, employment related benefits, and any commission payouts through the payment at Completion by the Purchaser to the Vendors in their Respective Proportions payroll week of the Initial Consideration Separation Date. b. Employer will pay Employee a one-time sum of THREE HUNDRED AND TWENTY FOUR THOUSAND FIVE HUNDRED FORTY dollars ($324,540), less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account any required deductions or withholdings, to be heldpaid to Employee on the Employer’s first regular pay date after January 1, dealt with2019. This amount is equivalent to twelve months of Employee's current base salary, releasedplus the equivalent of one year’s payment under the Annual Incentive Plan at target (30% of base salary), and twelve months of Employer paid and transferred benefits as further outlined in Exhibit 1. c. Employee is currently part of an incentive plan with the Employer, the Annual Incentive Plan (the “Plan”). Employee will be paid out in accordance with the provisions terms of Schedule 10 this Agreement and the AP Charge; and (c) terms of that Plan for all payments provided for herein and/or owed to Employee as of the Separation Date. The Parties agree that as of the Separation Date, the Employee is eligible for and entitled to payment of his Annual Incentive Award under the Employer’s Annual Incentive Plan for the January 1, 2018 - December 31, 2018 Performance Period based on the Employee’s full attainment of the applicable Performance Requirements. The Parties agree that the Employer shall waive the requirement that the Employee be actively employed by the Employer on the payment date to be eligible to receive payment of the Annual Incentive Award under the Annual Incentive Plan, which will be paid out at Completion the same time all other eligible employees receive payment for the performance period, less any required deductions or withholdings. The Department and Individual Performance Requirements achievement component used in calculating the amount of the Annual Incentive Award will have a rating of no less than “Meets.” d. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Purchaser Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of the MP Secured Amount into payments made pursuant to this Section 3, the MP Blocked Account absence of withholdings and deductions made from those payments and/or Employee's non-payment or late payment of taxes due with respect to be heldthat payments. Employee alone assumes all liability for all such amounts. e. Subject to terms and requirements of this agreement, dealt withthe Company will transfer to the Employee title to the Company Car (a 2015 Jeep Grand Cherokee with a net book value of $20,592.39), releasedprovided however the Company shall include the value of the Company Car in the Employee’s taxable wages and the Company shall have the right to deduct any tax withholding applicable to the taxable value of the Company Car. Upon transfer of title, Employee is required to promptly take all necessary steps to transfer ownership responsibility (to include insurance) from the Company to Employee. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus, stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in this Agreement, and except for vested benefits under any qualified retirement plans in which Employee participated. g. Employee acknowledges and agrees that by executing this Agreement, that Employee has received regular wages, employment related benefits, accrued and unused 2018 paid and transferred time off through the Separation Date, all of which were paid in accordance with the provisions Employer's regular payroll schedule and benefit policies and practices. The compensation Employee receives as part of Schedule 10 this Agreement as outlined in this Section 3 includes all compensation, commissions, and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments other payments that would have been owed to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined Employee pursuant to Schedule 7. 3.5 Neither any incentive plan that Employee was a participant in. Pursuant to the Purchaser nor the Vendors shall be terms of this Agreement, Employee is entitled to include the same asset no other compensation, commission, bonus, stock award, benefit, or liability twice in calculating any other form of the adjustments to be made pursuant to Clause 3.3compensation. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied Company and Executive agree as follows: A. On or about the Transition Date, Executive will receive, in one lump sum, the equivalent of eleven (a11) months base salary, to wit: One Hundred Ninety Two Thousand Five Hundred Dollars ($192,500.00), less normal and customary payroll withholding taxes and deductions; B. On or about the payment at Completion by Transition Date, Executive will receive his earned and accrued but unused vacation pay, less normal and customary payroll withholding taxes and deductions; C. Executive will receive his Q4 2004 Incentive Compensation Bonus, less normal and customary payroll withholding taxes and deductions, when the Purchaser Company processes said bonuses for other senior corporate executives. Said Incentive Compensation Bonus will be calculated pursuant to the Vendors in their Respective Proportions terms of the Initial Consideration Board approved Q4 2004 Incentive Compensation Plan for senior corporate executives, provided however, the “MBO component” shall not be less the Secured Amount in accordance with Clause 22.1than 100%; D. During the ten (b10) month period between the payment Transition Date and the Separation Date, while Executive is acting in the capacity of an attorney at Completion law, Executive will receive Three Thousand Dollars ($3,000.00) per month, less normal and customary payroll withholding taxes and deductions. During this time, Executive will make himself reasonably available to the Company, by and through the Purchaser Vice President Legal Affairs and General Counsel, for a mutually agreed number of hours per month to provide legal advice and counsel. (For purposes of clarity, Executive shall have the right to work and/or be employed, on a regular full-time basis or otherwise, for any other business or entity (with the exception of any pure play integration software provider such as but not limited to Tibco, Vitria, or WebMethods during this period or thereafter)). The Company shall pay or reimburse Executive for all pre-approved reasonable business expenses incurred in the performance of Executive’s duties and which are consistent with the Company’s policies, practices and procedures, upon submission of appropriate vouchers and other supporting data. The Company will also allow Executive to utilize one of the AP Secured Amount into Company’s laptop computers and mobile phones; E. During the AP Blocked Account ten (10) month period between the Transition Date and the Separation Date, Executive and his dependants will continue to be heldeligible for and participate in all Company benefit programs, dealt withincluding but not limited to medical, releaseddental, paid life, disability, FSA and transferred 401k. (For purposes of clarity, during this period, Executive’s 401k contribution (if any) and the Company’s corresponding match (if any) shall be based upon the $3,000.00 per month referred to in accordance paragraph D, above). Notwithstanding this section, Executive will not earn or accrue vacation pay during the ten (10) month period; F. Executive will continue to be eligible for and participate in the Company’s Stock Option Program, consistent with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser terms of the MP Secured Amount into Company’s Stock Option Plan, through the MP Blocked Account Separation Date. Executive’s rights in said Stock Option Program, in particular with respect to accelerated vesting upon a Change of Control, will remain identical to those established in Executive’s Offer Letter of Employment which is attached hereto as Exhibit “A” and incorporated herein by reference. (For purposes of clarity, the maximum number of unvested options Executive shall be heldeligible to vest in — either through ordinary vesting or the Change of Control provision set forth in Executive’s Offer Letter — shall be 31,250 options.) G. Executive will have 90 days from the Separation Date to exercise any outstanding and vested but unexercised stock options, dealt withthereafter they will be canceled; H. Executive will not be eligible to participate in any Incentive Compensation Bonus programs in 2005 or thereafter; I. To the extent Executive has been named as a party, releasedor is named as a party in the future, paid and transferred in accordance any administrative, civil or criminal action as a result of the performance of his duties in the ordinary course of employment with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5Company, the Initial Consideration Company agrees to defend Executive and indemnify Executive for any and all reasonable costs associated with such action(s). The Company shall have the option to select and monitor defense counsel. For purposes of clarity this obligation shall not apply should it be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such determined that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any Executive was acting outside of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days course and scope of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.his employment

Consideration. 3.1 The purchase price Pursuant to the terms of this Agreement and the Reaffirmation, Executive is receiving certain consideration in exchange for promises by Executive in this Agreement and the sale Reaffirmation, including but not limited to a release of the Shares shall be the aggregate of: claims, promise to provide advisory services, and promise to cooperate post-separation from employment, and provided that (a) Executive’s employment with the Initial Consideration Company has not been terminated prior to the Separation Date as adjusted pursuant to Clause 3.3; and a result of voluntary termination by Executive without Good Reason (as defined in the Employment Agreement) or involuntary termination by the Company for Cause (as defined in the Employment Agreement), (b) both this Agreement and the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion Reaffirmation are timely signed by the Purchaser Executive, returned to the Vendors Company, and not revoked as set forth in their Respective Proportions Section 14 of this Agreement and Section 9 of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be heldReaffirmation, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment Advisory Agreement is signed by Executive at Completion the same time this Agreement is signed by the Purchaser of the MP Secured Amount into the MP Blocked Account to be heldExecutive, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there Executive notifies the Company in writing to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, that Executive has timely and properly elected healthcare insurance continuation coverage under COBRA, and (e) Executive remains eligible for such coverage under COBRA, then the Company shall be added an amount, if any, by which pay the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments full monthly premium directly to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) COBRA administrator for Executive to continue healthcare insurance coverage under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) COBRA (the “Vendor Balancing PaymentCOBRA Payments”)) until the earlier of: (i) eighteen (18) months following the Separation Date; and (ii) the date Executive is no longer eligible to receive COBRA continuation coverage. During the period in which the Company is providing the COBRA Payments, then Executive shall immediately notify the Vendors and the Purchaser shall jointly instruct the Security Bank Company in writing to pay the Vendor Balancing Payment ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, if Executive cancels COBRA continuation coverage or is no longer eligible to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Considerationreceive COBRA continuation coverage. The Final Initial COBRA Payments are hereinafter referred in this Agreement as the “Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.”

Consideration. 3.1 The purchase price (a) In exchange for the sale of promises and agreements made by Executive contained in this Agreement (including, but not limited to, the Shares shall be release provided pursuant to Paragraph 10 hereof), the aggregate ofCompany will: (ai) cause the Initial Consideration 41,356 shares of restricted stock of the Company granted to Executive on January 3, 2012 (the “Shares”) to become fully vested and non-forfeitable as adjusted pursuant to Clause 3.3of the day immediately following the expiration of the revocation period described in Paragraph 19 hereof; and (bii) pay Executive an amount equal to $630,000.00, which will be paid in a lump sum cash payment on the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions regular payroll date of the Initial Consideration less Company next following expiration of the Secured Amount revocation period described in accordance with Clause 22.1;Paragraph 19 hereof. (b) The amounts and benefits described in Paragraph 5(a) hereof shall collectively be referred to herein as the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and“Severance Payment.” (c) Prior to the payment at Completion by Separation Date, the Purchaser Company caused the forfeiture of the MP Secured Amount into Shares that, pursuant to the MP Blocked Account applicable equity plan of the Company, would have occurred automatically as of the Separation Date, to be heldheld in abeyance for thirty (30) days following the Separation Date such that, dealt withas of the date hereof, releasedthe Shares remain outstanding but unvested. If this Agreement is revoked pursuant to Paragraph 19 hereof, paid and transferred in accordance with the Shares shall automatically be forfeited by Executive on the date of such revocation. So long as this agreement is not so revoked, the provisions of Schedule 10 and Paragraph 5(a)(i) shall control with respect to the MP ChargeShares. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount Executive and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall Company agree that Executive will not be entitled to include any Severance Payment, including any amount already paid, if he revokes any part of the same asset or liability twice release contained in calculating Paragraph 10 hereof (which revocation may only be accomplished pursuant to Paragraph 19 hereof). (e) Executive acknowledges that (i) he is not entitled to receive any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days payments or benefits described in Sections 6.2, 6.4 or 6.5 of the Determination DateEmployment Agreement, (ii) all or a portion of the Purchaser or monies and benefits set forth in this Paragraph 5 constitute additional consideration above and beyond anything to which Executive is already entitled, in exchange for his execution of this Agreement and the non-revocation of the release provided in Paragraph 10 hereof, and (iii) except as specifically set forth in this Paragraph 5, all of Executive’s awards outstanding under equity plans of the case may be) the Vendors Company shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay remain subject to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1terms thereof and are not amended hereby. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In exchange for the sale of promises and releases in this Agreement, and provided West does not revoke the Shares shall be Agreement as permitted in Paragraph 12 below and does not revoke the aggregate ofrelease in Exhibit A hereto, MG will provide West with the following benefits and payments: (a) MG will make installment payments to West for a period of twenty-four (24) months following the Initial Consideration as adjusted pursuant Last Day Worked or, if applicable, the date of an Early Termination (“Salary Continuation Payments”), equaling the total amount of Six Hundred Ninety-Seven Thousand Dollars (“$697,000.00”) less all required local, state and federal tax and applicable benefit plan related deductions, which represents twelve (12) months of base pay, to Clause 3.3; andbe paid bi-weekly starting on the first pay period following the Last Day Worked or, if applicable, the date of an Early Termination. The first installment payment shall include all amounts that would otherwise have been paid to West during the period beginning on the Last Day Worked or date of Early Termination, if applicable, and ending on the first payment date. (b) West will be eligible to receive a pro-rated 2015 MIP award described in Paragraph 1(a) above, paid at West’s incentive target percent. The payment, less applicable deductions, will be made at the Earn-out Payments payable pursuant same as it is paid to Schedule 9other executives generally, which is expected to be Q1 2016. West will not be eligible to receive any other MIP payments, except that she will receive the 2014 MIP award when it is paid to other executives. 3.2 (c) West will be eligible to receive a pro-rated Long Term Incentive Plan (“LTIP”) award under the 2013-2015 performance cycle if the 2013-2015 LTIP satisfies minimum thresholds for an award, West will receive shares, less required deductions, under the LTIP based on the number of full months of participation from the beginning of the performance cycle through the earlier of March 31, 2015 or date of Early Termination. The Initial Consideration shall number of shares awarded for the 2013-2015 performance cycle will be based on the actual Company rating as determined by the Human Resources and Compensation Committee of the Board of Directors and shares will vest per the normal vesting schedule of the grant in Q1 2016. All other outstanding LTIP grants will be forfeited on April 1, 2015 or date of Early Termination, except that West will receive the LTIP award for the 2012-2014 performance cycle if the 2012-2014 LTIP satisfies minimum thresholds for an award. (d) For stock option purposes, upon an Early Termination, West will immediately forfeit any unvested stock options and she will have 12 months from the date of Early Termination to exercise any vested stock options. If West does not experience an Early Termination, West becomes retirement eligible for purposes of stock options and will have until the original expiration date to exercise outstanding vested and unexercised stock options with unvested stock options continuing to vest per the normal vesting schedule. With respect to any restricted stock, two-thirds (2/3rds) of West’s unvested 2013 restricted stock award will vest on September 30, 2015 (or, if earlier, upon the date of Early Termination, unless the date of Early Termination is on or prior to December 31, 2014 in which case West will forfeit her 2013 restricted stock award and only receive two-thirds (2/3rds) of her 2012 restricted stock award). Applicable tax withholding (and any other withholding payroll taxes) will be satisfied as follows:by deducting the number of shares equal in value to the amount of the withholding requirements from West’s stock award; therefore, the number of shares deposited into West’s account on the vesting date will be net of the shares used to satisfy applicable withholding taxes (rounded up to the nearest whole share). The administrative time it takes to complete these transactions may be up to 8 weeks from the vesting date. West will forfeit all other unvested restricted stock grants on April 1, 2015 or date of Early Termination. If West dies prior to the Last Day Worked, equity awards will be treated at the better of the foregoing and the treatment upon death. (ae) West will be entitled to utilize her financial planner at MG’s expense as she normally would between January 1, 2015 and December 31, 2015 provided such amount does not exceed $7,500 and she does not experience an Early Termination on or prior to December 31, 2014. (f) Following the payment at Completion by Last Day Worked, West will be eligible to be covered under MG’s medical coverage for active salaried employees during the Purchaser period she is receiving Salary Continuation Payments and thereafter become eligible for retiree medical benefits to the Vendors in their Respective Proportions extent then provided by MG for retired salaried employees; provided, however, upon an Early Termination, West’s eligibility for medical coverage will end as of the Initial Consideration less last day of the Secured Amount month of the Early Termination and the only medical coverage to be offered West will be in accordance with Clause 22.1;Federal health coverage continuation requirements (“COBRA coverage”). For avoidance of doubt, West will not then be eligible for MG sponsored retiree medical benefits. (bg) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account West will not be entitled to be heldany other compensation or benefits not provided in this Agreement, dealt with, released, paid and transferred except in accordance with the provisions terms and conditions of Schedule 10 MG sponsored benefit plans in which she is a participant. West understands, acknowledges and agrees that the AP Charge; andpayment of benefits described in this Agreement, including payments and benefits described in Paragraph 3(a) through 3(f) herein, are conditioned upon her execution of this Agreement. West acknowledges and agrees that the sums and benefits to be provided under the terms of the Agreement are, in significant and substantial part, in addition to those benefits to which she is otherwise entitled. West may revoke this Agreement within seven (7) days after she signs it by giving written notice to MG. To be effective, this revocation must be received by the close of business on the 7th day after West signs the Agreement. If West revokes this Agreement she understands that she will not receive the benefits that are conditioned upon her execution of the Agreement. This Agreement will not become effective or enforceable unless and until the seven-day revocation period has expired without West revoking it. (ch) West will have no obligation to mitigate the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid amounts due hereunder and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration no amounts due hereunder shall be adjusted as follows: (a) there shall be added an amount, if any, offset by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, any other amounts earned by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”West. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In full consideration and as material inducement for Employee’s signing of this Agreement, Employee will sign the sale Release stated herein, the sufficiency of which is hereby acknowledged, and the Shares shall be the aggregate ofEmployer agrees that: (a) On the Initial Consideration as adjusted pursuant to Clause 3.3; andEffective Date of this Agreement, the Employer will pay Employee: Two Thousand and No/100 Dollars ($2,000.00). (b) Upon the EarnSeparation Date, the Employer agrees to make the following post-out Payments payable pursuant employment payments to Schedule 9. 3.2 The Initial Consideration shall be satisfied as followsthe Employee: (ai) As soon as practical after the payment at Completion by the Purchaser Separation Date, Employee shall be entitled to delivery of previously granted shares of Class A Common Stock pursuant to the Vendors in their Respective Proportions terms of the Initial Consideration less Restricted Stock Grants made to the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser Employee as part of the AP Secured Amount into the AP Blocked Account to be heldExecutive Employment Agreement, dealt with, released, paid and transferred all in accordance with the provisions of Schedule 10 Exhibit “B” to the Employment Agreement, less all legally required deductions and tax withholdings, and including any accumulated dividends accruing after the AP Charge; andEffective Date of the Separation Agreement and General Release and after any revocation period has expired. (cii) Employee shall be entitled to exercise any outstanding stock option awards previously granted to Employee to the payment at Completion by the Purchaser extent vested as of the MP Secured Amount into the MP Blocked Account to be heldFebruary 28, dealt with2010, released, paid and transferred all in accordance with the provisions of Schedule 10 each specific option grant. Any and all stock option awards, to the MP Chargeextent not vested as of the Separation Date shall be forfeited unless modified herein. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (aiii) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors Employee shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Datereceive a lump sum payment, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors less all legally required deductions and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchasertax withholdings, in the Vendors’ Respective Proportionsamount of Sixty-Nine Thousand Six Hundred Fifteen and No/100 Dollars ($69,615.00). The Employee hereby agrees that in order to receive the post-employment payments enumerated herein in this Paragraph 5(b), in accordance with the provisions Employee must sign the Agreement and Release attached hereto as Exhibit B on the Separation Date. The amount of Schedule 10. 3.8 The Purchaser shall pay severance payments and benefits payable pursuant to this Paragraph 5(b) will be reduced on a dollar-for-dollar basis if Employee is or becomes entitled to any other termination payments or similar benefits from the Employer. In addition, the amount of severance payments and benefits payable pursuant to this Section 5(b) will cease if (i) Employee breaches any provision of this Agreement or any other agreement between Employee and Employer; or (ii) if Employee should become reemployed by Employer prior to the Vendors expiration of the Earn-out Payments in accordance with the provisions of Schedule 9Severance Period. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for In consideration of Employee's decision to enter into this Agreement, K-C will provide Employee with the sale of the Shares shall be the aggregate offollowing along with other good and valuable consideration: (a) the Initial Consideration as adjusted pursuant Employee shall remain an employee of K-C, receiving full-time pay and all benefits to Clause 3.3; andwhich Employee may otherwise be entitled, through April 30, 2012. (b) A lump sum separation payment of two (2) times the Earn-out Payments payable sum of Employee's annual salary plus the average of the last three (3) years of Employee's bonus payments, pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions terms of the Initial Consideration less ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Severance Pay Plan, in the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser specific amount of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and$2,296,823.00. (c) Employee will be paid a prorated portion of any year 2012 award Employee would otherwise be provided under the payment at Completion by the Purchaser terms of the MP Secured Amount into Executive Office Achievement Award Program (“EOAAP”). Any award provided to Employee under EOAAP will be prorated and paid according to the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with terms of the provisions of Schedule 10 and the MP ChargeEOAAP program. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall Employee will be added an amountoffered COBRA medical continuation coverage under Employee's current medical plan or as otherwise provided by law and will receive eighteen (18) months of such coverage without payment of the applicable premium if Employee elects coverage; provided that such coverage will cease if during that 18-month period Employee obtains coverage through another employer. If Employee is eligible for COBRA medical coverage beyond eighteen (18) months, if any, Employee must pay the applicable premiums for further coverage as provided by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”law. 3.4 The adjustments (e) Attendance by Employee at a nationally recognized public board of directors governance program. K-C shall provide Employee reimbursement of reasonable out of pocket expenses and costs related to participation in this program. Such program must commence not later than eight months following the date of Employee's separation from K-C. (f) Employee Assistance Program (EAP) services provided by K-C's current EAP provider for a period of three (3) months beginning the month following Employee's separation from K-C. Tax withholdings may be applied to the Initial Consideration set out above payments as determined by K-C in Clause 3.3 shall its sole discretion. Employee is fully responsible for the payment of all taxes and K-C makes no representation as to the tax treatment of any consideration under this Agreement. All above payments will be aggregated and netted off against each other such that no amount shall be payable by either made as soon as administratively feasible after the Purchaser last date of Employee's employment or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount date this Agreement becomes final and the Net Cash Amount have been agreed or determined pursuant to Schedule 7binding whichever is later. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser Subject to the Vendors in their Respective Proportions terms and conditions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5this Agreement, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such consideration that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser Buyer shall pay to the VendorsSeller Group for the Purchased Assets, in their Respective Proportions, in cash in pounds sterling the Assumed Liabilities and other rights of Buyer hereunder shall be an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds Closing Payment, as the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, same may be adjusted pursuant to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) terms of this Agreement (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shallincluding, for the avoidance of doubt, Section 2.8) (the “Purchase Price”).” f. Section 2.7(b)(vi) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: “Reserved”. g. Section 2.7(c)(i) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: (i) to the Seller Group, by wire transfer of immediately available funds in accordance with the wire instructions and other directions set forth on Section 2.7(c) of the Seller Disclosure Schedule or as delivered to Buyer by Seller Group at least two (2) Business Days prior to Closing, an amount equal to the Closing Payment;” h. Each of Section 2.7(c)(ii) and Section 2.7(c)(iii) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: “Reserved”. i. Section 2.8(a) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: (a) At least two (2) Business Days prior to the Closing Date, Sellers shall deliver or cause to be treated as adjusting delivered to Buyer a statement setting forth in reasonable detail the Initial ConsiderationSellers’ good faith estimate of the Closing Net Working Capital. On the day three (3) Business Days prior to the Closing Date, thus resulting the Sellers shall temporarily shut down the Facilities at 10:30pm CT, and representatives of the Buyer and the Sellers shall jointly complete a physical inventory count of the inventory of the Business located the Facilities and shall mutually agree on the value of the inventory that will be used in calculating the Final Initial ConsiderationClosing Net Working Capital (the “Inventory Amount”). The Final Initial ConsiderationInventory Amount shall be calculated consistent with the terms of Section 1.1(a) of the Seller Disclosure Schedule. Such physical inventory count and related assessment shall be conducted following industry standard procedures and will be observed following GAAP. The Inventory Amount will be final and binding upon the Parties and not be modified in any preparation of the Purchase Price Adjustment Statement. Prior to 5:00 p.m. Central Time on the Business Day prior to the Closing Date, together Sellers shall deliver or cause to be delivered to Buyer a statement (the Closing Date Statement”) setting forth in reasonable detail the Sellers’ good faith estimate as of the close of business on the Business Day prior to the Closing Date, of the Closing Net Working Capital (using the Inventory Amount) (the “Estimated Closing Net Working Capital”).” j. Section 2.8(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesthe following: “Reserved”. k. The first sentence of Section 2.8(c) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

Consideration. 3.1 The purchase price for a. Provided that you (i) comply with your obligations under this Agreement including Paragraphs 6, 14 and 16, and (ii) timely sign and return this Agreement, the sale of Company will provide you with the Shares shall be the aggregate offollowing “Consideration”: i. The Company will contract with you as a Consultant immediately from your employment Separation Date (aso there is no separation from service on said date and your existing equity awards continue to vest) the Initial Consideration as adjusted pursuant to Clause 3.3; and through June 1, 2025 (b“Consultant Period”) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions terms set forth in the Consultant Agreement, attached to this Agreement as “Attachment A”; ii. The Company will also pay you a lump sum payment in the net amount of Schedule 10 Twenty Five Thousand Six Hundred Fifty-Four Dollars ($25,654.08) which will be grossed-up to account for applicable federal and state taxes, so that you may elect COBRA continuation coverage under the AP Charge; and (c) the payment at Completion by the Purchaser Company’s group medical insurance plans in which you participated as of the MP Secured Amount into the MP Blocked Account Separation Date, and pay ▇▇▇▇ Administrative Services for your COBRA premium (subject to be held, dealt with, released, paid changes in such plans or coverage that are generally applicable to other employees and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated requirements of such plans and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors applicable laws) from this payment for a total of twelve (as the case may be12) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for months. For the avoidance of doubt, to the extent you elect COBRA continuation coverage, you will be treated responsible for timely making all payments for such coverage; and iii. The Compensation Committee of the Company’s Board of Directors shall extend the time for you to exercise your vested stock options until the earlier of (a) the one year anniversary of your Separation Date and (b) the maximum expiration date of the corresponding stock option. Both Parties agree and acknowledge that there may be tax implications to your vested and unvested stock options that result from subpart (i) and (iii) of this Paragraph 2(a) and the Company recommends you consult with a tax expert regarding said tax consequences. The Company acknowledges and agrees that you remain eligible to vest any equity awards scheduled to be vested during your Consultant Period. b. Provided that you timely execute this Agreement as adjusting referenced in Paragraph 2(a), and provided that you timely execute the Initial Supplemental Release Agreement attached as “Attachment B” to this Agreement after the Consultant Period but within the time period set forth therein, and do not thereafter revoke that Supplemental Release Agreement, the Company will provide you with the following as additional “Consideration, thus resulting ,” following your Consultant Period: i. The Company will pay you a lump sum payment in the Final Initial Considerationgross amount of Ten Thousand Dollars ($10,000) for which it will issue a Form 1099. The Final Initial Consideration, together with any Earn-out Payments made Company will make this payment to you within twenty (20) calendar days following the expiration of the revocation period set forth therein. ii. The Company shall forgive your obligation to repay to the Company the Relocation Stipend pursuant to Schedule 9Paragraph 5 of that certain Executive Employment Agreement, shalldated as of February 5, subject to adjustment pursuant to Clause 22.22024, be adopted for all Tax reporting purposesbetween you and the Company.

Consideration. 3.1 The purchase price for aggregate consideration (the sale of the Shares “Consideration”) shall be the aggregate sum of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3Base Consideration; andminus (b) the EarnDisclosed Net Transaction Bonuses; minus (c) the Disclosed Transaction Costs; plus (d) an amount of additional consideration equal to the Daily Amount multiplied by the number of days from (and excluding) the Locked Box Date up to (and including) the Completion Date, or, if Completion is deferred by the Buyer in the case of non-out Payments payable compliance by a Seller pursuant to Schedule 9Clause 7.6(a), the Scheduled Completion Date (the “Additional Consideration”). The consideration for the Share Sale (the “Purchased Shares Consideration”) shall be equal to the aggregate of the Completion Cash Payment Amounts for all Sellers and the Consideration Shares. 3.2 Five Business Days prior to Completion, the Buyer shall provide the Institutional Seller and the Management Seller Representatives with a schedule in writing (the “Draft Consideration Schedule”) setting out the following: (a) a column, on a Seller by Seller basis, setting out the notional number of Initial Consideration Shares allocable to each Seller which number shall be the result of multiplying the Initial Consideration Shares by each Seller’s Equity Percentage (such notional number of Initial Consideration Shares for each Seller, the “Notional Consideration Shares”); (b) a column, on a Seller by Seller basis, setting out: (i) for each Management Seller whose Requested Rollover Percentage is not zero (each such Seller, a “Rollover Management Holder”), a reduction of their Notional Consideration Shares to zero (such reduction, the “Rollover Consideration Share Reduction”); and (ii) for each Seller that is not a Rollover Management Holder (each such Seller, a “Non-Rolling Shareholder”), no Rollover Consideration Share Reduction; (c) a column, on a Seller by Seller basis, setting out the notional Initial Cash Consideration allocable to each Seller which amount shall be the result of multiplying the Initial Cash Consideration by each Seller’s Equity Percentage (such amount for each Seller, the “Notional Cash Consideration”); (d) a column, on a Seller by Seller basis, setting out: (i) for each Rollover Management Holder, the applicable amount of the Surplus Cash which will function as a reduction to the Notional Cash Consideration applicable to such Rollover Management Holder (such amount, the “Deducted Notional Cash Consideration”); and (ii) for each Seller who is a Non-Rolling Shareholder, no Deducted Notional Cash Consideration; (e) a column, on a Seller by Seller basis, setting out the aggregate amount of cash payable to each Seller which amount shall be equal to (i) the applicable Notional Cash Consideration, minus (ii) the applicable Deducted Notional Cash Consideration, if anything (such amount for each Seller, the “Determined Cash Consideration”); (f) a column, on a Seller by Seller basis, setting out each Seller’s Completion Cash Payment Amount, rounded to the nearest 0.01 Euro, with amounts 0.005 and above rounded up; (g) a column, on a Seller by Seller basis, setting out (i) for each Non-Rolling Shareholder, the aggregate number of shares of Series C Formula One Stock to be issued and allotted to each Non-Rolling Shareholder, which number shall be equal to the applicable Notional Consideration Shares for such Non-Rolling Shareholder rounded to the nearest share with amounts 0.5 and above rounded up, and (ii) for each Rollover Management Holder, no shares of Series C Formula One Stock (such amount for each Seller, the “Determined Share Consideration”); (h) a column, on a Seller by Seller basis, setting out the Purchased Shares to be sold by each Seller upon Completion; (i) a column, on a Seller by Seller basis, setting out: (i) for each Rollover Management Holder, the number of Rollover Company Shares to be retained by such Rollover Management Holder, and (ii) for each Non-Rolling Shareholder, no Rollover Company Shares; and (j) the amount of the Paying Agent Completion Wire, together with reasonable supporting information for the calculation of the above items for the review of the Institutional Seller and the Management Seller Representatives. For the purposes of the calculations in the Draft Consideration Schedule, the Determination Date for the 20-Day VWAP shall be deemed to refer to the trading day immediately preceding the date of delivery of the Draft Consideration Schedule. The Initial Institutional Seller, the Management Seller Representatives and the Buyer shall cooperate in good faith to resolve any discrepancies in the Draft Consideration Schedule. 3.3 Two Business Days prior to Completion, the Buyer shall provide the Institutional Seller and the Management Seller Representatives with an updated version of the Draft Consideration Schedule in writing including updated calculations of the items set out in Clause 3.2 based on the actual Determination Date of the 20-Day VWAP in accordance with the definition of that term (as updated, the “Consideration Schedule”), which shall supersede and replace the Draft Consideration Schedule, together with reasonable supporting information for the calculation of those items for the review of the Institutional Seller and the Management Seller Representatives. The Institutional Seller, the Management Seller Representatives and the Buyer shall cooperate in good faith to resolve any discrepancies in the Consideration Schedule. 3.4 Notwithstanding Clause 3.2 and 3.3, to the extent the items listed in the Draft Consideration Schedule or the Consideration Schedule would cause an allocation and allotment of Determined Share Consideration to the LX1 Seller, the LX1 Seller will instead receive a cash payment in lieu of such Determined Share Consideration such that the entirety of the LX1 Seller Consideration Amount is paid in cash. The Draft Consideration Schedule and the Consideration Schedule shall be prepared in good faith by the Buyer and in accordance with this Agreement and the same principles and equivalent calculations used and applied in preparing the indicative Consideration Schedule which is in Agreed Form as of the date of this Agreement. 3.5 The Purchased Shares Consideration shall be satisfied at Completion by the Buyer and LMC (on behalf of the Buyer) as follows: (a) the payment at Completion by the Purchaser Buyer shall, pursuant to the Vendors direction in their Respective Proportions Clause 3.6, pay an amount equal to the sum of each Seller’s Completion Cash Payment Amount as set out in the Initial Consideration Schedule to the Paying Agent’s Bank Account, less the Secured Amount in accordance with any amounts agreed to be deducted under Clause 22.13.5(c) and/or 3.5(d) (as applicable); (b) subject to Clause 6.3, LMC (on behalf of and at the payment at Completion by the Purchaser direction of the AP Secured Amount into Buyer) shall issue and allot to the AP Blocked Account Institutional Seller and each Management Seller such Seller’s Determined Share Consideration free from Encumbrances (other than Encumbrances directly resulting from the requirements of the U.S. federal securities laws) and including the right to be heldreceive all dividends, dealt with, releaseddistributions or any return of capital declared, paid or made by LMC on or after the date of issue and transferred allotment of such Determined Share Consideration to the applicable Seller, in accordance with the provisions Clause 7.2(c) and paragraph 2 of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account 4, less any amounts agreed to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amountunder Clause 3.5(d); (c) there if and to the extent any Agreed Leakage Amount is in respect of any cash dividends, distributions, redemptions, return of capital or similar such payments (or Taxes imposed thereon or with respect thereto) constituting Leakage under Clause 4.10(a), 4.10(b) and/or 4.10(n) (a “Cash Dividend Agreed Leakage Amount”), the Buyer and LMC shall deduct such Cash Dividend Agreed Leakage Amount from the Completion Cash Payment Amount payable to the Relevant Seller under Clause 3.5(a), which in each case shall discharge the Relevant Seller’s obligation to make payment of such Cash Dividend Agreed Leakage Amount pursuant to Clause 4.2 to the extent of the deduction. If, for any Relevant Seller, the Cash Dividend Agreed Leakage Amount exceeds such Seller’s Completion Cash Payment Amount (which excess shall be deducted an amountequal to the full Cash Dividend Agreed Leakage Amount in the case of any Seller that does not have a Completion Cash Payment Amount), if anythe Buyer may in its sole discretion elect: (i) that such Seller shall pay such excess in cash to the Buyer within five Business Days following Completion; (ii) that the Buyer and LMC shall deduct such excess from such Seller’s Determined Share Consideration (by converting the applicable Cash Dividend Agreed Leakage Amount into a number of shares of Series C Formula One Stock equal to quotient of (1) the applicable Cash Dividend Agreed Leakage Amount divided by (2) the Euro Share Price, by which rounded to the Estimated Net Cash Amount exceeds the Net Cash Amountnearest share with amounts 0.5 and above rounded up); or (iii) any combination of sub-Clauses (i) or (ii); and (d) there save as provided in Clause 3.5(c) above and without double counting, the Buyer and LMC shall deduct from the Purchased Shares Consideration payable to each Relevant Seller under Clause 3.5(a) and/or 3.5(b) (as applicable) such Seller’s Agreed Leakage Amount (if anything), and such deduction shall be added an amounta reduction to the Purchased Shares Consideration payable to such Seller: (i) for each Non-Rolling Shareholder, (A) 25% of which, from such Non-Rolling Shareholder’s Determined Share Consideration (by converting the applicable Agreed Leakage Amount into a number of shares of Series C Formula One Stock equal to quotient of (1) the applicable Agreed Leakage Amount divided by (2) the Euro Share Price, rounded to the nearest share with amounts 0.5 and above rounded up); and (B) 75% of which, from such Non-Rolling Shareholder’s Completion Cash Payment Amount, (ii) for any Non-Rolling Shareholder with a remaining balance of Agreed Leakage Amount after giving effect to sub-Clause (i) above, (A) 100% of which, from such Non-Rolling Shareholder’s Completion Cash Payment Amount if anysuch Non-Rolling Shareholder’s Determined Share Consideration is zero after giving effect to sub-Clause (i) above, by and (B) 100% of which, from such Non-Rolling Shareholder’s Determined Share Consideration if such Non-Rolling Shareholder’s Completion Cash Payment Amount is zero after giving effect to sub-Clause (i) above, and (iii) for each Rollover Management Holder, 100% from such Rollover Management Holder’s Completion Cash Payment Amount, which in each case shall discharge the Net Cash Relevant Seller’s obligation to make payment of such Agreed Leakage Amount pursuant to Clause 4.2 to the extent of the reduction. If, for any Relevant Seller, the Agreed Leakage Amount exceeds the Estimated Net sum of (1) such Seller’s Determined Share Consideration multiplied by the Euro Share Price, plus (2) such Seller’s Completion Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments Payment Amount (which excess shall be equal to the Initial Consideration set out full Agreed Leakage Amount in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both of any Seller that does not have a Determined Share Consideration or Completion Cash Payment Amount), such Seller shall pay such excess in cash to the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3Buyer within five Business Days following Completion. 3.6 Within five Business Days Each Seller irrevocably and unconditionally directs and authorises the Buyer to pay all cash amounts payable to it under this Agreement by the Buyer on the Completion Date to the Paying Agent’s Bank Account on its behalf, and the parties acknowledge and agree that receipt of such amounts into the Paying Agent’s Bank Account shall constitute an absolute discharge to the Buyer of the Determination Dateobligation to pay such amounts and the Buyer shall not be concerned to see to the application of any such amount thereafter. The Institutional Seller shall comply with any reasonable requests from the Buyer relating to the Paying Agent, including providing wire instructions, confirming receipt of the Paying Agent Completion Wire, and assisting in obtaining any requested forms (including an applicable executed Internal Revenue Service Form W-8 or W-9 or successor form) or other supporting documentation from the Paying Agent. 3.7 Where any payment is made by any Seller in satisfaction of a liability arising under this Agreement, it shall to the extent lawful be treated by the Buyer and the Sellers as an adjustment to the Purchased Shares Consideration paid to such Seller in respect of its Purchased Shares. Any such payment to the Buyer or any of its Affiliates shall be made on an after-Tax basis. 3.8 Notwithstanding anything to the contrary contained herein, the Purchaser or Buyer may in its sole discretion elect to increase the total Initial Cash Consideration (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess more than seventy-five (75) per cent. of the Consideration) and correspondingly reduce the amount of Initial Share Consideration (to an amount less than twenty-five (25) per cent. of the Consideration). Such election, if made, must be made by the Buyer in accordance with Clause 22.1; or (b) if writing and notified to the Institutional Seller, the LX1 Seller and the Management Seller Representatives at least 10 Business Days prior to the Completion Date. Notwithstanding anything to the contrary contained herein, the Buyer shall increase the Initial Cash Consideration exceeds and correspondingly decrease the Final amount of Initial Share Consideration then each Vendor shall payif, under any circumstances, the Consideration Shares would exceed 19.99% of the outstanding shares of capital stock of LMC, calculated in their Respective Proportions, to compliance with Rule 5635 of the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions listing rules of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9Nasdaq Stock Market LLC. 3.9 Any payments required The shares of Series C Formula One Stock issued pursuant to this Agreement will be made issued in a transaction exempt from registration under Clause 3.6 shall, for the avoidance Securities Act (by reason of doubt, Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act) and therefore may not be treated as adjusting re-offered or re-sold other than in conformity with the Initial Consideration, thus resulting in registration requirements of the Final Initial ConsiderationSecurities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. The Final Initial Consideration, together with any Earnbook-out Payments made entry interests representing the shares of Series C Formula One Stock issued pursuant to Schedule 9, shall, this Agreement to “accredited investors” as defined in Rule 501(a) under the Securities Act shall bear the following legend and shall be subject to adjustment stop transfer orders consistent with such legend: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. The certificates and book-entry interests representing the shares of Series C Formula One Stock issued pursuant to Clause 22.2this Agreement to non-“accredited investors” shall bear the following legend and shall be subject to stop transfer orders consistent with such legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, be adopted for all Tax reporting purposesAS AMENDED (THE “SECURITIES ACT”) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OR EFFECTED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, EVIDENCED BY DELIVERY TO THE ISSUER OF THE SECURITY OF A VALID OPINION OF COUNSEL TO THAT EFFECT. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

Consideration. 3.1 The purchase price Purchase Price for the sale of the Shares shall consist of , and be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at The sum of euro 22,500,000 (twenty two million five hundred thousand euro) shall be paid on Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1;Section 4.8 to the Vendors' Solicitors for and on behalf of the Vendors; and (b) A further sum of not more than euro 2,500,000 (two million five hundred thousand euro) ("the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account Retention Amount") or such lesser amount as may be determined under Section 3.2(a) to (g) inclusive will be held, dealt with, released, paid and transferred payable in accordance with the provisions terms of Schedule 10 and the AP ChargeSection 3.2 (a) to (g) inclusive; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to The Additional Consideration shall be held, dealt with, released, paid and transferred in accordance with the provisions terms of Schedule 10 Section 3.3; Provided always that payment of any sum due hereunder to the Vendors' Solicitors shall be a complete discharge of the Purchaser's obligation to make any payment to the Vendors and payment to the Vendors' Solicitors shall be deemed to be a payment to the Vendors and the MP Charge. 3.3 Subject to Clauses 3.4 Purchaser shall have no further liability hereunder in respect thereof. The Vendors acknowledge and 3.5, the Initial Consideration shall be adjusted as follows:irrevocably accept these terms. COMPLETION ACCOUNTS (a) there As soon as reasonably practicable after Completion and in any event no later than 30 Business Days after Completion, the Company shall be added an amountproduce a set of completion accounts of the Company and the Subsidiaries consisting of profit and loss for the period from 1 February, if any, by 2002 to Completion and a balance sheet as at Completion with appropriate notes thereto as at Completion (the "Completion Accounts") which Completion Accounts shall state the Net Working Capital Amount exceeds Assets position and Net Cash position of the Estimated Net Working Capital Amount;Company and the Subsidiaries at Completion. (b) there Upon finalisation of the Completion Accounts (that is no later than 30 Business Days after Completion) a copy of the final Completion Accounts shall be deducted an amount, delivered by the Purchaser to ▇▇. ▇▇▇▇▇ for and on behalf of the Vendors for review together with written confirmation of the amount of the Retention Amount (if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount;) due hereunder. (c) there shall be deducted an amount, if any, by which Subject to the Estimated terms of Section 3.2 (g) below in the event:- (i) That the Net Cash Amount exceeds Assets of the Company and the Subsidiaries on Completion as per the Completion Accounts is less than euro 8,800,000 or the Net Cash Amount; and (d) there of the Company and the Subsidiaries as at Completion is less than euro 1,400,000 then the full amount of the Retention Amount shall not be due or payable to the Vendors but the Retention Amount shall be added an amount, if any, reduced by which each euro that the Net Cash Amount exceeds and/or the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors Assets (as the case may be) under Clause 3.3 until both as per the Completion Accounts are less than the aforesaid figures provided that if the deficit in the Net Working Capital Amount Assets and / or the Net Cash Amount have been agreed is euro 2,500,000 or determined pursuant more then no sum shall be due to Schedule 7. 3.5 Neither the Purchaser nor the Vendors and the Retention Amount shall be entitled to include retained by the same asset or liability twice in calculating any Purchaser; or (ii) That the Net Assets of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days Company and the Subsidiaries on Completion as per the Completion Accounts is euro 8,800,000 or more AND the Net Cash of the Determination Date, Company and the Purchaser Subsidiaries as at Completion is euro 1,400,000 or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, more then the Purchaser shall pay the full amount of the Retention Amount to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If ' Solicitors for and on behalf of the Vendors at the same time as the Completion Accounts are liable delivered to make a payment to the Purchaser pursuant to Clause 3.6(b▇▇. ▇▇▇▇▇ under Section 3.2(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10above. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for In consideration of this Agreement and the sale of release herein, and his compliance with his obligations hereunder and under the Shares shall be Confidentiality Agreement, the aggregate ofCompany will provide Employee with the following: (ai) back pay wages through December 31, 2023 in the amount of $151,615.46, less all lawful and authorized withholdings and deductions (the “Salary Back Payment”), to be paid as soon as practicable following the Effective Date (as defined below) of this Agreement; (ii) the Initial Consideration employee is entitled to severance of 24 months of the Employee’s base salary, less all lawful and authorized withholdings and deductions (the “Cash Severance”) under their Employment Agreement and both parties have agreed to engage in good faith negotiations on the amount of severance to be paid in the future in cash or stock awards as adjusted soon as practicable following the Effective Date (as defined below) of this Agreement; (iii) reimbursement of Employee for the period commencing on the Separation Date and continuing through and including December 31, 2024 of the premiums associated with Employee’s continuation of health insurance for Employee and Employee’s family pursuant to Clause 3.3the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), provided Employee timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s normal expense reimbursement policy; (iv) reimbursement of expenses incurred by the Company and paid by the Employee, payable in accordance with the Company’s normal expense reimbursement policy; and (bv) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions full vesting of any earned shares of the Initial Consideration less Company’s common stock. Notwithstanding the Secured Amount foregoing, in the event the Company determines, in its reasonable discretion, that payment of the Cash Severance Payment would jeopardize the Company’s ability to continue as a going concern, then in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5Treasury Regulation § 1.409A-3(d), the Initial Consideration Company shall be adjusted as follows: (a) there shall be added an amount, if any, by not pay the Cash Severance Payment until the first taxable year in which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable it is able to make such payment without jeopardizing the Company’s ability to continue as a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10going concern. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) As consideration for Venglarik’s performance of consulting services hereunder, Company agrees to pay Venglarik the Initial Consideration as adjusted pursuant to Clause 3.3amounts set forth in paragraph 2, below; and (b) the EarnAs consideration for Venglarik’s non-out Payments payable competition and release undertakings and her other undertakings set forth herein and pursuant to Schedule 9. 3.2 The Initial Consideration shall the terms of the Company’s Executive Severance Arrangement, Company agrees to pay Venglarik twenty six bi-weekly payments of $11,154 each during the period from March 20, 2010 through March 19, 2011. Such bi-weekly payments will be satisfied as follows: (a) the payment at Completion by the Purchaser made in conjunction with Company’s regular pay cycle and for any bi-weekly period in which Venglarik is not required to be paid pursuant to the Vendors in their Respective Proportions foregoing for two full weeks (i.e., the first and last pay cycle of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the this period), her bi-weekly payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to may be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; andprorated accordingly. (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account Venglarik shall be eligible to be held, dealt with, released, paid continue her and transferred in accordance with her eligible dependents’ group health plan benefits (“Health Benefits”) pursuant to the provisions of Schedule 10 and COBRA. During the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5period from the Termination Date through March 19, 2011, should Venglarik elect such COBRA continuation, the Initial Consideration Company shall continue to pay its portion of the premium for Venglarik and any of Venglarik’s current eligible dependents’ Health Benefits so long as Venglarik continues to pay the regular employee share of such premium; provided, that if the Company’s payments pursuant to this Section 1(c) are structured as reimbursements to Venglarik, such reimbursements shall be adjusted as follows: (a) there made promptly after Venglarik’s payment of the applicable expense for Health Benefits, but in no event later than the close of the calendar year following the calendar year during which such expense was incurred. Nothing in this Section shall be added an amountdeemed to require the Company to reimburse Venglarik for any deductibles, if anyco-pays or other similar type payments incurred by Venglarik relating to the Health Benefits. Following March 19, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there 2011, Venglarik shall be deducted an amount, if any, by which responsible for the Estimated Net Working Capital Amount exceeds full COBRA cost of the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; andgroup health plan benefits for herself and her eligible dependents. (d) there shall Venglarik may be added eligible, under the terms of the insurance policies governing the life insurance benefits provided to Company employees to elect to convert her basic and/or supplemental life insurance coverage to an amountindividual policy. Subject to Venglarik’s timely election to convert such coverage and her submitting proof of such conversion, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments in a form acceptable to the Initial Consideration set out Company in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Dateits discretion, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 Company shall, for the avoidance period from the Termination Date through March 19, 2011, provide a pre-tax reimbursement to Venglarik in an amount calculated as the monthly premium cost for such converted coverage over the applicable premium cost that would have been due from Venglarik had her employment with the Company continued during such period. Such reimbursements shall be made promptly after Venglarik’s payment of doubtthe applicable premium expense for the life insurance benefits, but in no event later than the close of the calendar year following the calendar year during which such expense was incurred. (e) Should Venglarik secure another employment position, the Company shall have the right to cease, in its sole discretion, any additional severance payments and any Company payments for COBRA continuation or life insurance benefits for the period following Venglarik’s attainment of other employment. (f) Subject to Venglarik’s compliance with the terms hereof, the Compensation Committee will extend the exercisability of Venglarik’s outstanding stock appreciation rights and will credit Venglarik’s service as a consultant pursuant hereto as continued employment for purposes of Venglarik’s outstanding stock appreciation rights, time-vested deferred stock and performance-conditioned deferred stock, in any case, for the period(s) set forth with respect to such outstanding awards on Schedule A hereto and with respect to the time-vested deferred stock granted to Venglarik on May 2, 2006, the Compensation Committee will vest all the remaining shares from such grant on March 19, 2010. Pursuant to their terms, Venglarik’s units granted pursuant to the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors (the “SPP Plan”) shall vest and be treated converted to shares of CDI Stock (as adjusting the Initial Consideration, thus resulting defined in the Final Initial ConsiderationSPP Plan) on her Termination Date. The Final Initial ConsiderationCompany’s obligations under this Section 1 are contingent upon (i) Venglarik having executed this Agreement, together with any Earn-out Payments made pursuant to Schedule 9(ii) the seven (7) day revocation period provided in Section 8, shallbelow, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposeshaving expired and (iii) Venglarik having not exercised that right of revocation.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied Company and employee agree as follows: (a) A. On the payment at Completion by Separation Date, employee was separated from the Purchaser company and received all compensation due to him, including his final paycheck and accrued but unused vacation pay and no further payments are due to employee for wages and or reimbursable expenses incurred prior to the Vendors Separation Date; B. Employee’s benefits, including medical and dental insurance, will remain if full force and effect up to and including September 30, 2005. Thereafter, employee will have the ability to elect COBRA if he so elects; C. Upon receipt of this signed Separation Agreement and Release, and return of all Company property (including, but not limited to, computers, cell phones, AMEX Cards, keys, and the like) Employee will be entitled to receive: $200,000.00 less standard withholdings, payable as follows: the $200,000.00 will be paid over a six (6) month period. This six (6) month period shall be referred to as the “Severance Period”. Such payment will be processed in their Respective Proportions the ordinary course of business, on the established payroll dates of the Initial Consideration less Company, beginning on the Secured Amount first regularly scheduled payroll period after the revocation periods set forth in Section 4 herein have expired. The payment of the $200,000.00 shall be treated as wages. In addition, Employee will receive a payment in the amount of $45,981.00, representing Employee’s Q1 2005 Bonus/Commission compensation calculated in accordance with Clause 22.1; Exhibit A (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Q1 2005 Bonus/Commission Payment”). The Q1 2005 Bonus/Commission Payment will be paid through the established payroll of the Company on April 30, then 2005; D. Employee’s unvested stock options will be canceled on the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment Separation Date pursuant to the Purchaser, terms and conditions set forth in the Vendors’ Respective ProportionsSeeBeyond Stock Option Plan. Employee will have 90 days from the end of the Severance Period to exercise any stock options (if any) that were vested and outstanding as of the Separation Date; thereafter, in accordance all such stock options will be cancelled; Throughout the Severance Period, Employee agrees to cooperate with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting Company in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesevent the Company needs information and/or documentation and/or reasonable services.

Consideration. 3.1 The purchase price 4.1 Minimum Work Program Commitment and Maximum Carry Amount As Consideration for the sale transfer of the Shares shall Participating Interest hereunder, Farmee agrees to perform or cause to be performed the aggregate offollowing obligations: (a) A. Farmee agrees to pay Farmor the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the amount of US$8,000,000.00 in cash, representing payment at Completion by the Purchaser for a portion of Farmor’s exploration costs incurred prior to the Vendors in their Respective Proportions date hereof, no later than ten (10) days following satisfaction or waiver of the Farm-In Conditions (the “Initial Consideration less the Secured Amount Payment”). The Parties agree and acknowledge that Farmor’s total exploration costs to date are approximately US$11,000,000.00, so that an estimated US$3,000,000.00 in accordance with Clause 22.1; (b) the payment at Completion exploration costs will remain outstanding and be recoverable by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred Farmor in accordance with the provisions Contract. Such remaining sunk costs of Schedule 10 Farmor shall be reimbursed on a pro-rata basis after approval of any Overall Development Program and the AP Charge; and (c) the payment at Completion by the Purchaser reimbursement of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid any higher priority costs and transferred expenses as required in accordance with the provisions of Schedule 10 and the MP ChargeContract. 3.3 B. As partial consideration for the Assignment to be made under this Agreement, Farmor’s retained Participating Interest shall be a carried interest for which Farmee shall be wholly responsible to fund all costs until Farmee has spent an aggregate of US $30,000,000.00 (the “Maximum Carry Amount”) on Exploration Operations or until the commencement of Development Operations, whichever occurs earlier; provided, however, Farmee shall continue to carry Farmor’s retained Participating Interest with respect to any areas inside the Contract Area which are outside of the areas covered by one or more approved Overall Development Programs up to the Maximum Carry Amount in aggregate. Farmor hereby agrees and acknowledges that any decision to spend amounts exceeding the Minimum Work Commitment amounts and up to the Maximum Carry Amount shall be in Farmee’s sole discretion, subject to any AFE procedures that may be agreed upon in the JOA. For the avoidance of doubt, Farmee’s expenditure of any amounts up to the Maximum Carry Amount shall not dilute Farmor’s Participating Interest in the Contract. C. Farmee agrees that it shall expend a minimum of US $6,000,000.00 in qualified Exploration Operations for the 2009 calendar year (the “2009 Minimum Work Commitment”), which expenditures shall be credited against the Maximum Carry Amount. Farmee agrees to spend in excess of the 2009 Minimum Work Commitment if necessary to obtain an extension of the Exploration Period under the Contract in satisfaction of one of the Farm-In Conditions. Notwithstanding the foregoing, in no event shall Farmee’s obligation to pay the 2009 Minimum Work Commitment exceed US $8,000,000.00, unless Farmee otherwise agrees in writing. The Parties shall use their commercially reasonable efforts to submit a Work Program for 2009 that includes the matters set forth on Exhibit G attached hereto, it being understood that the final 2009 Work Program is subject to CUCBM approval. D. If the Parties mutually agree to proceed with a request to extend Exploration Operations for the 2010 calendar year or they submit an Overall Development Program application for a portion for the Contract Area, then, subject to Government approval of the 2010 Work Program, Farmee agrees that it shall expend a minimum of US $12,000,000.00 in qualified Exploration Operations for the 2010 calendar year (the “2010 Minimum Work Commitment”), which expenditures shall be credited against the Maximum Carry Amount; provided, however, if Farmor is required to submit a budget exceeding the 2009 Minimum Work Commitment amount in order to satisfy the Farm-In Condition in Article 3.1.E, then the 2010 Minimum Work Commitment shall be reduced on a dollar for dollar basis for every amount over US $6,000,000.00 stated in the budget and expended in 2009 by Farmee. In addition to the foregoing, Farmor in its discretion may agree to a reduction of the 2010 Minimum Work Commitment as it deems reasonably appropriate. E. Subject to Clauses 3.4 and 3.5Farmor’s Opt Out Options, upon Farmee’s total aggregate expenditure of the Maximum Carry Amount, the Initial Consideration Parties shall be adjusted as followsbear further expenditures equally in proportion to their Participating Interest share. F. Notwithstanding the foregoing, Farmee’s obligation to carry Farmor’s Participating Interest share of costs to complete the Work Program for the 2010 calendar year is conditioned upon the satisfaction of all of the following: (ai) there shall be added an amount, if any, by which Completion of the Net Working Capital Amount exceeds the Estimated Net Working Capital AmountWork Program for 2009 to Farmee’s reasonable satisfaction; (bii) there shall be deducted an amount, if any, by which The Parties’ joint development of the Estimated Net Working Capital Amount exceeds Work Program for the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments 2010 calendar year and submission to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective ProportionsJoint Management Committee for approval, in accordance with the provisions Contract; and (iii) The Parties’ joint submission to the Government of Schedule 10a request for extension of the Exploration Period, for an additional period of at least one (1) year from expiration of the original Exploration Period, and the approval thereof. 3.8 The Purchaser shall pay G. Notwithstanding Farmee’s obligation to carry Farmor up to the Vendors Maximum Carry Amount, Farmor agrees to pay the Earncosts associated with the contract to drill FCC-out Payments QN 02H well in effect as of the date this Agreement is executed. Such costs shall be recoverable by Farmor pursuant to the terms of the Contract, in addition to its other sunk costs which are not reimbursed by Farmee in accordance with the provisions of Schedule 9herewith. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 (a) The purchase price total consideration payable by Purchaser for the sale purchase of the Shares (the "Purchase Price") shall be the aggregate of: (ai) CHF 123,000,000 minus (ii) the Initial Consideration amount of the Indebtedness Adjustment (the "Closing Purchase Price"), together with the Contingent Payments, if any, as adjusted pursuant provided for in Section 2.3 below. The Closing Purchase Price will be paid to Clause 3.3; andSellers pro-rata in accordance with the ownership percentage of each of the Sellers as is set forth on the Fully-Diluted Cap Table, net of any applicable withholding Taxes. (b) At least three (3) Business Days prior to the Earn-out Payments payable pursuant Closing Date, the chief financial officer of PMH shall deliver to Schedule 9. 3.2 Purchaser PMH's good faith estimate of the amount of the Indebtedness and the cash and cash equivalents of the Acquired Companies as of the Effective Time, and, based thereon, a preliminary calculation of the Indebtedness Adjustment. As soon as practicable prior to the Closing Date and based on PMH's good faith estimate referred to above, Purchaser and Sellers' Representative shall jointly calculate the amount of the Closing Purchase Price to be paid at Closing subject to adjustment as provided for in Section 2.2(c) (the "Preliminary Closing Purchase Price"). The Initial Consideration Closing shall occur and the payments to be made at Closing as provided for in Section 2.5 shall be satisfied as follows: (a) based upon the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be heldnotice provided for herein, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; andupon such joint calculations. (c) As promptly as possible and in any event, not later than 30 days after the payment at Completion by Closing, PMH, under the direction of Purchaser shall prepare and deliver to Purchaser and Sellers' Representative a report setting forth the Indebtedness and the cash and cash equivalents of the MP Secured Amount into Acquired Companies as of the MP Blocked Account to be held, dealt with, released, paid and transferred Effective Time determined by Purchaser's Accountants in accordance with PMH's accounting policies and procedures in effect as of the provisions of Schedule 10 date hereof, as modified by this Agreement, and, based thereon, the Indebtedness Adjustment (the "Closing Date Financial Report"). Any third party expenses or fees incurred by PMH in preparing or in connection with the Closing Date Financial Report and the MP Charge. 3.3 Subject Closing Adjustment (including the fees of Purchaser's Accountants) shall be borne by the Purchaser. The Purchaser and Purchaser's Accountants shall make available any work papers or other information relating to Clauses 3.4 the Closing Date Financial Report requested by Sellers' Representative. Any expenses incurred by Sellers' Accountants in reviewing the Closing Date Financial Report, such work papers and 3.5other information and in providing Sellers' Representative with its report thereon shall be borne by Sellers. If Sellers' Representative does not object, or otherwise fails to respond, to the Closing Date Financial Report within 30 days after delivery to Sellers' Representative, such Closing Date Financial Report shall automatically become final and conclusive. In the event that Sellers' Representative objects to the Closing Date Financial Report within such 30 day review period, Sellers' Representative and Purchaser shall promptly meet and endeavor to reach agreement as to the content of the Closing Date Financial Report. If Sellers' Representative and Purchaser agree on the final content of the Closing Date Financial Report, such Closing Date Financial Report shall become final and conclusive. If Sellers' Representative and Purchaser are unable to reach agreement within 30 days after the end of Sellers' Representative 30-day review period, then the Independent Accountants shall promptly be retained to undertake a determination of the Closing Date Financial Report, which determination shall be made as quickly as possible (it being understood that the parties shall direct the Independent Accountants to complete their work within 30 days). The Independent Accountants shall be directed by Sellers' Representative and by Purchaser to employ policies and procedures consistent with PMH's accounting policies and procedures in effect as of the date hereof as modified by this Agreement. Only disputed items shall be submitted to the Independent Accountants for review. In resolving any disputed item, the Initial Consideration Independent Accountants may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Independent Accountants. Such determination of the Independent Accountants shall be adjusted as follows: (a) there final and binding on Sellers and Purchaser. All expenses of the Independent Accountants shall be added an amount, if any, borne equally by which Sellers and Purchaser. The Closing Purchase Price and the Net Working Capital Amount exceeds payments required to be made after the Estimated Net Working Capital Amount; (bClosing Date pursuant to Section 2.2(d) there shall be deducted an amount, if any, by which finally determined on the Estimated Net Working Capital Amount exceeds basis of the Net Working Capital Amount; Closing Date Financial Report and the Indebtedness Adjustment (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; andas herein provided for). (d) there shall be added an amountWithin five (5) Business Days after the final determination of the Indebtedness Adjustment, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors Sellers' Representative (on behalf of Sellers), as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendorsother the amount by which the Closing Purchase Price, in their Respective Proportionsas adjusted by the final Indebtedness Adjustment, in cash in pounds sterling an amount equal to is greater or less than the Preliminary Closing Purchase Price (such excess in accordance with Clause 22.1; or (b) if difference being the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 "Closing Purchase Price Reconciliation"). If the Vendors are liable Closing Purchase Price Reconciliation is positive, Purchaser shall pay such difference to make a payment Sellers. If the Closing Purchase Price Reconciliation is negative, Sellers' Representative (on behalf of Sellers) shall authorize the Escrow Agent to pay such difference to Purchaser from the Escrow Amount. If (i) Purchaser fails to pay any amount owing to Sellers pursuant to this subsection (d), or (ii) Sellers fail to authorize the Escrow Agent to pay any amount owing to Purchaser pursuant to Clause 3.6(bthis subsection (d), within the specified five (5) (the “Vendor Balancing Payment”)Business Day period, then the Vendors amount so owing shall be payable on demand and interest compounded daily shall accrue on the Purchaser shall jointly instruct unpaid amount at the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions rate of Schedule 1018% per annum. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale In consideration of the Shares Employee’s execution and non-revocation of this Agreement and the covenants and promises contained herein, the Company shall be provide to Employee, or in the aggregate ofevent of his death, to Employee’s estate or legal representative, the following consideration (the “Consideration”), to which Employee acknowledges he is not otherwise entitled: (a) the Initial Consideration Company and Employee agree that Employee’s resignation and termination of employment is a “termination without Cause” under the Employment Agreement, thereby entitling Employee to the following: (i) for the duration of the Severance Period, bi-weekly payments of $17,692.31, which payments shall be made in accordance with the Company’s customary payroll practices; (ii) a pro-rated amount of any annual bonus to which Employee would be entitled for 2004 as adjusted pursuant previously established by the Compensation Committee subject to Clause 3.3the Company achieving certain financial targets previously established by the Compensation Committee for 2004, which shall be paid at the earlier of (1) the date it would have been due if Employee was not terminated, or (2) upon completion of the Severance Period; (iii) reimbursement for any COBRA payments actually incurred by Employee during the Severance Period, payable in accordance with the regular expense reimbursement procedures for executives of the Company. Employee shall report COBRA payments actually incurred by Employee by delivering to the Company an expense reimbursement report in the form attached as Exhibit B hereto, accompanied by evidence of payment thereof; (iv) for such time period during the Severance Period after which Employee may not participate in COBRA coverage, reimbursement for any payments actually incurred by Employee for health and dental insurance, not to exceed the maximum monthly COBRA reimbursement provided in clause (iii) immediately above. Such reimbursement shall be paid monthly upon delivery by Employee to the Company of an expense reimbursement report in the form attached hereto as Exhibit “B”, accompanied by evidence of payment thereof; (v) the Company’s continuing obligations under the Option Agreements (as defined herein) set forth in paragraph 3 of this Agreement; and (vi) reimbursement for the cost of Employee’s full medical examination at the C▇▇▇▇▇ Clinic in Dallas, Texas, provided that such medical examination was completed before the Termination Date. (b) the Earn-out Payments payable Company shall provide Employee with the general release and covenant not to s▇▇ contained in paragraph 5 of this Agreement. The Consideration, both in the aggregate and individually, shall be in full satisfaction of all unpaid or outstanding obligations due Employee as a consequence of his employment with the Company, including under the Employment Agreement, through the Termination Date. The amount of Consideration to be paid to Employee pursuant to Schedule 9. 3.2 The Initial Consideration this paragraph 2 shall be satisfied net of any applicable withholding taxes as follows: (a) the payment at Completion by the Purchaser to the Vendors provided in their Respective Proportions paragraph 4 of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Chargethis Agreement. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale In consideration of the Shares rights granted UniCAD Companies hereunder to market CBDS and UniCAD Derivative Works (excluding Unisolve Products), UniCAD shall make aggregate royalty payments to Nortel in the amount of [** ], payable in installments of [** ] at the end of each of the first six (6) calendar quarters following the Effective Date, and installments of [** ] at the end of each of the next fourteen (14) calendar quarters thereafter. The first such installment shall be due and payable on the aggregate of:last day of the first three (3) full calendar months following the Effective Date. UniCAD may, at any time and in UniCAD's sole discretion, pay all or any portion of the above payments in advance. Upon payment in full by UniCAD of all the above payments (whether paid in advance or otherwise), **Confidential treatment has been requested for certain portions of this document. (ai) Nortel shall not be entitled to suspend or terminate the Initial Consideration as adjusted licenses granted to UniCAD Companies pursuant to Clause 3.3; this CBDS License Agreement, and (bii) the Earn-out Payments payable all licenses granted to UniCAD Companies pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: this CBDS License Agreement (aexcluding licenses to Unisolve Products) the payment at Completion by the Purchaser with respect to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration software set out in Clause 3.3 Schedule A shall be aggregated fully paid, in each case notwithstanding any other provision of this CBDS License Agreement and netted off against each other such notwithstanding any termination of this CBDS License Agreement. With respect to all sublicensing after the Effective Date of Unisolve Products to End-Users by UniCAD Companies or Distributors, UniCAD shall pay Nortel a royalty of [** ] of the license fee (excluding support and maintenance fees, sales taxes and shipping charges), either paid-up or periodic, that no amount a UniCAD Company receives from either the End-User or a Distributor, as applicable. Such [** ] royalty shall be payable by either on all such sublicenses granted within five (5) years following the Purchaser Effective Date. Commencing five (5) years following the Effective Date, all licenses granted herein with respect to Unisolve Products shall be fully paid, notwithstanding any other provision, or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount termination, of this CBDS License Agreement, and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors Nortel shall not be entitled to include suspend or terminate such licenses. Nortel Companies expressly acknowledge that such [** ] royalty shall not be payable with respect to sublicenses of Derivative Works of Unisolve that are not Unisolve Products, and that the same asset only compensation payable to Nortel Companies with respect to such sublicenses is the fixed amount royalty described in the first paragraph of this Article 7. UniCAD Companies and Distributors shall structure their license fees and support costs for Unisolve Products in conformance with EDA industry standard pricing practices vis-a-vis the relative amounts charged End-Users for, on the one hand, the right to use a Unisolve Product (hereinafter the "License Fee") and, on the other hand, support and maintenance services for such Unisolve Product (hereinafter the "Support Charges"). Furthermore, in making any offers to potential End-Users or liability twice in calculating any of the adjustments Distributors to discount a UniCAD Company's catalog prices for License Fees and Support Charges, such discounts shall be made pursuant in conformance with EDA industry standard discounting practices vis-a-vis the relative price reductions for License Fees and Support Charges. Royalty payments with respect to Clause 3.3. 3.6 Within five Business Days Unisolve Products shall be made on either a per-Seat or a paid-up corporate license fee basis. Notwithstanding any term or provision of the Determination Datethis Article 7 or any other term or provision of this CBDS License Agreement, the Purchaser or (as the case may be) the Vendors UniCAD shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall not be obliged to pay royalties to Nortel with respect to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal licensing by UniCAD Companies or Distributors of BS2DD and translator software programs which are Derivative Works thereof. CCT hereby guarantees and warrants the payment by UniCAD of all the fees and royalties payable by UniCAD to such excess in accordance with Clause 22.1; or (b) if Nortel under the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1terms of this Article 7. **Confidential treatment has been requested for certain portions of this document. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for the sale covenants undertaken and the releases given by Employee in this Agreement and the Supplemental Release attached hereto as Exhibit A, subject to Paragraph 2(b), provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke her signature on this Agreement; signs and returns the Supplemental Release within 21 days of the Shares shall be Separation Date (but not earlier than the aggregate of: Separation Date); and does not revoke her signature on the Supplemental Release, the Company agrees to provide the Separation Payment and the Supplemental Release Payment (atogether, the “Settlement Payments”) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: a. The Company shall pay Employee the gross amount of one million and seven hundred and fifty thousand dollars ($1,750,000), less statutory taxes and withholdings (the “Separation Payment”). The Separation Payment will be paid in one installment to occur within thirty (30) days after the Separation Date. The Company will issue a Form W-2 in the regular course of business for the Separation Payment. b. The Company shall pay Employee the gross amount of five hundred thousand dollars ($500,000), less statutory taxes and withholdings (the “Supplemental Release Payment”). The Supplemental Release Payment will be paid in one installment to occur within thirty (30) days after Employee executes the Supplemental Release (provided she does not revoke it). The Company will issue a Form W-2 in the regular course of business for the Supplemental Release Payment. c. After the Employee’s Separation Date, the Company will also provide Employee continued coverage under the Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“the Plans”), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee’s active rate for fourteen (14) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; Separation Date; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account Employee elects to be held, dealt with, released, paid receive that continued coverage; and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) Employee is not eligible for coverage under the payment at Completion plans of another employer, which is comparable to the terms and conditions of the plan Employee is enrolled in as of the Separation Date. Employee’s separate eligibility for continuation of health insurance as provided by the Purchaser of federal law known as COBRA begins to run at the MP Secured Amount into Separation Date. Employee agrees to notify the MP Blocked Account to be heldCompany promptly if she becomes eligible for coverage under another employer’s comparable plans. To the extent required by federal tax law, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to the difference between the premium that Employee would be required to pay for such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors coverage under COBRA and the Purchaser shall jointly instruct the Security Bank active employee rate will be reported as taxable income to pay the Vendor Balancing Payment to the PurchaserEmployee, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall and Employee will pay to the Vendors Company an amount equal to the Earn-out Payments in accordance with the provisions of Schedule 9applicable tax withholding on such amount. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for the sale term and conditions of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied Transition Plan described above, Executive and Company have agreed as follows: (a) the payment at Completion by the Purchaser a. Executive will continue to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid receive salary and transferred in accordance with the provisions of Schedule 10 and the AP Chargebenefits through Termination Date; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to b. Executive’s salary will be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted amended as follows: (a) there shall be added an amounti. For the period of the Effective Date through March 31, if any2020, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash AmountExecutive will receive his current salary and benefits; and (d) there shall ii. For the period of April 1, 2020 through May 31, 2020, Executive will receive salary equal to an annual salary of $350,000.00 for his advisory services and his current benefits; and iii. For the period of June 1, 2020 through the Termination Date, Executive will receive salary equal to $5,000 per month and his current benefits; and c. Executive will not be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments eligible to be made pursuant considered to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay receive a 2020 annual equity grant prior to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1his termination date; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportionsprovided however that, to the Purchaser an amount extent that the Company elects to grant executives equity in lieu of cash in pounds sterling equal bonus for the fiscal year 2019, Executive will be eligible for such grant; and d. With regard to all vested and unexercised stock options that Executive may beneficially own as of September 30, 2020, all Equity Award agreements related thereto shall be amended to provide Executive until one (1) year following the Termination Date to exercise such excess in accordance with Clause 22.1stock options. 3.7 If e. With regard to any unvested Equity Awards, or unvested portions thereof, such unvested awards shall be deemed forfeited by Executive as of September 30, 2020. To the Vendors are liable extent necessary and appropriate, Executive will timely execute any document(s) as reasonably requested by the Company to make a payment affect such forfeiture(s). f. Company and Executive will execute concurrently herewith the General Release and Settlement, attached hereto as Exhibit A and incorporated herein by reference; and g. Executive expressly states that his resignation hereunder is without cause and is not resignation for Good Reason; and h. Executive expressly agrees and acknowledges that the Consideration described above and in Exhibit A is the full and final consideration due and owing under this Agreement, and further that, except the 2019 bonus equity award as described in Exhibit A, as of the Termination Date, all unvested Equity Awards granted under the Plan will forfeit to the Purchaser pursuant to Clause 3.6(b) (benefit of the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10Company. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale a) In consideration of the Shares shall be the aggregate ofreleases and promises set forth in this Agreement: (a) i. the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser Company shall pay to Executive the Vendorssum of $420,420, in their Respective Proportions, in cash in pounds sterling representing an amount equal to such excess one times Executive’s Base Salary (as defined in accordance with Clause 22.1; or the Employment Agreement), less all applicable withholdings, deductions and taxes as required by law, payable in one lump sum within thirty days after the Effective Date (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, as defined in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(bSection X below) (the “Vendor Balancing Separation Payment”); ii. all of the unvested stock options held by Executive as of the Separation Date as listed on Exhibit A shall fully vest on the Separation Date and not be subject to forfeiture; and iii. the Company shall reimburse Executive for reasonable legal fees in an amount not to exceed $10,000 that the Executive incurs in connection with the negotiation of this Agreement, then subject to the Vendors delivery of appropriate documentation thereof and provided that the Purchaser Executive shall jointly instruct submit invoices to the Security Bank Company within thirty (30) days of incurrence of the expense. b) The Separation Payment will be reported on an IRS Form W-2. Executive understands, acknowledges and agrees that the Separation Payment will be paid by the Company, provided: (a) Executive is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) Executive does not revoke the Agreement within the Revocation Period described in Section IX below; and (c) Executive first returns a signed and dated copy of this Agreement to the Company. Executive acknowledges that the Separation Payment and other consideration to be provided under the terms of this Agreement is not an entitlement and shall serve as good and sufficient consideration of the promises made by Executive herein. Executive further acknowledges that the Separation Payment to be paid under this Agreement is due solely from the Company and that Insperity has no obligation to pay the Vendor Balancing Separation Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10even though its payment may be processed through Insperity. 3.8 The Purchaser c) Executive acknowledges and agrees that the Compensation Committee of the Board of the Company has not established an annual bonus target for Executive or any related performance goals for an annual bonus for Executive and, therefore the pro rata portion of the annual performance-based cash bonus for fiscal year 2024 owed to Executive pursuant to Section 7(d)(ii) of the Employment Agreement shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required be deemed to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes$0.

Consideration. 3.1 The purchase price In consideration for the sale promises and benefits made herein, the Company agrees to provide the following, provided that EMPLOYEE signs, does not revoke, and complies with, this Agreement: (i) As consideration for EMPLOYEE’s timely execution of this Agreement, the Company will place EMPLOYEE on a transition leave from January 31, 2021 through July 1, 2021 (the “Transition Period”). During this time, EMPLOYEE will continue to be paid his regular base salary (minus applicable taxes and withholdings) and be entitled to the same medical benefits applicable to his employment prior to the Transition Period. EMPLOYEE agrees that he will provide reasonable transition services to the Company as the Company may request during the Transition Period, including but not limited to timely answering questions and providing information as requested. EMPLOYEE remains an at-will employee subject to all Company policies prior to and during the Transition Period. If EMPLOYEE fails to sign and return this Agreement prior to the twenty-first (21st) day after his first receipt thereof (with such period not restarting in the event that changes are made to this Agreement after it is first presented to EMPLOYEE), or if EMPLOYEE revokes this Agreement within seven (7) days after execution thereof (as described below), then the Agreement is null and void, and no amounts will be payable to EMPLOYEE except as required by applicable law and the Company’s applicable plans and programs, if any. (ii) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Shares shall Reaffirmation and Coverage of Waiver & Release attached hereto as Exhibit A (the “Reaffirmation”), the Company will pay EMPLOYEE a lump sum payment of $424,500.00 (less applicable taxes and withholdings) (the “Severance Payment”). EMPLOYEE agrees that this amount represents his wages or salary for twelve (12) months. The Severance Payment will be paid in the aggregate of: form of a lump sum payment within thirty (30) days after (a) EMPLOYEE’s Termination Date; and (b) EMPLOYEE has timely returned the signed Reaffirmation to the Company and the seven (7) day revocation period has passed without his revocation thereof (provided EMPLOYEE does not breach the Agreement). To the extent (a) the Initial Consideration as adjusted pursuant Reaffirmation is not signed and returned to Clause 3.3; and the Company within twenty-one (21) days of receipt, (b) the Earn-out Payments payable pursuant Reaffirmation is revoked within seven (7) days following EMPLOYEE’s execution thereof, or (c) EMPLOYEE breaches this Agreement, EMPLOYEE will forfeit his right to Schedule 9receive the Severance Payment. 3.2 (iii) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Reaffirmation, the Company will pay EMPLOYEE an additional lump sum of $31,608.00 (less applicable taxes and withholdings). The Initial Consideration shall parties agree that this payment is intended to cover the costs of medical continuation coverage during the period corresponding to the Severance Payment described in Paragraph 2(ii) above (the “Enhanced Severance Benefit”). The Enhanced Severance Benefit will be satisfied as follows: paid in the form of a lump sum payment within thirty (30) days after (a) EMPLOYEE’S Termination Date; and (b) EMPLOYEE has returned the signed Reaffirmation to the Company and the seven (7) day revocation period has passed without his revocation thereof (provided EMPLOYEE does not breach the Agreement). To the extent (a) the payment at Completion by the Purchaser Reaffirmation is not timely signed and returned to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; Company, (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be heldReaffirmation is revoked within seven (7) days following EMPLOYEE’s execution thereof, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and or (c) EMPLOYEE breaches the payment at Completion by terms of this Agreement, EMPLOYEE will forfeit his right to receive the Purchaser Enhanced Severance Benefit. (iv) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5Reaffirmation, the Initial Consideration shall be adjusted as follows: Company will provide EMPLOYEE with a payment of $297,150.00 (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 less applicable taxes and withholdings). The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling parties agree this constitutes an amount equal to such excess EMPLOYEE’s targeted annual bonus under the Company’s Management Incentive Compensation Plan (“MICP”) for 2021. By executing the Agreement, EMPLOYEE agrees and acknowledges that he is not entitled to any payment pursuant to the MICP for 2021 or any subsequent plan year. The payment required by this Paragraph 2(iv) will be paid in accordance with Clause 22.1; or the form of a lump sum payment in March 2022, but only if EMPLOYEE has timely returned the signed Reaffirmation to the Company and the seven (7) day revocation period has passed without his revocation thereof and otherwise provided that EMPLOYEE has not then breached the terms of this Agreement. To the extent (a) the Reaffirmation is not timely signed and returned to the Company (b) if the Initial Consideration exceeds Reaffirmation is revoked within seven (7) days following EMPLOYEE’s execution thereof, or (c) EMPLOYEE breaches the Final Initial Consideration then each Vendor shall payterms of this Agreement, EMPLOYEE will forfeit his right to receive the payment described in their Respective Proportionsthis Paragraph 2(iv). (v) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Reaffirmation, the Company will provide EMPLOYEE with outplacement services for a period of twelve (12) months, with the nature and scope of such services determined by the Company and paid by the Company directly to the Purchaser an amount in cash in pounds sterling equal outplacement service provider. EMPLOYEE is not able to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment initiate outplacement services until this Agreement has been signed and returned to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors Company and the Purchaser shall jointly instruct seven (7) day revocation period has passed without EMPLOYEE’s revocation thereof (provided EMPLOYEE does not breach the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments Agreement). EMPLOYEE is required to initiate outplacement services within ninety (90) days following the Termination Date or the benefit described in this Paragraph 2(v) will be made under Clause 3.6 shallwaived. EMPLOYEE is not eligible for any other payments after the Termination Date, for the avoidance of doubtother than specifically provided herein. No severance pay or benefits will be paid or provided to EMPLOYEE until all expense reports have been received, be treated reviewed and finalized, and all Company property has been returned as adjusting the Initial Consideration, thus resulting provided in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesParagraph 6.

Consideration. 3.1 The purchase price In consideration for the sale releases and other covenants set forth in this Agreement, after this Agreement becomes effective, the Company agrees to provide Employee the following: a. Company will continue to pay Employee’s base salary at the biweekly rate of Fifteen Thousand Three Hundred Eighty-Four Dollars and Sixty-Two Cents ($15,384.62) for eighteen (18) months following the Separation Date. The first payment will be paid on the first regular, bi-weekly Company payroll date after Employee has executed this Agreement. The Company shall have the right to deduct from any payment of compensation to the Employee hereunder any federal, state or local taxes required by law to be withheld with respect to such payments, and any other amounts specifically authorized to be withheld or deducted by the Employee. b. If the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee, or pay on the Employee’s behalf, 100% of applicable medical continuation premiums for the benefit of the Shares shall be the aggregate of: Employee (a) the Initial Consideration and his covered dependents as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser date of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amounthis Separation, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by which the Net Working Capital Amount exceeds Company from time to time, for so long during the Estimated Net Working Capital Amount;18-month period following the Separation Date as Employee remains eligible for, and elects, COBRA coverage. (b) there c. Employee shall retain all vested equity awards. All unvested equity awards will be cancelled as of the Separation Date and Employee shall have no rights or claims with respect to any unvested equity awards. d. If Employee dies at any time while the Company is paying consideration pursuant to Section 2, the Company shall continue making the remaining payments under Section 2 to the Employee’s estate. Such payments to the Employee’s estate shall be deducted an amount, if any, by which made in the Estimated Net Working Capital Amount exceeds same manner and at the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price same times as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments they would have been paid to the Initial Consideration set out in Clause 3.3 shall be aggregated Employee had he not died. Employee acknowledges and netted off against each other such agrees that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount consideration outlined above constitutes fair and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, adequate compensation for the avoidance promises and covenants of doubt, be treated as adjusting the Initial Consideration, thus resulting Employee set forth in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesthis Agreement.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) Not less than two (2) Business Days before the Initial Consideration Closing Date, or at such other time as adjusted pursuant may be mutually agreed upon by the Parties in writing, Idaho Power shall deliver to Clause 3.3; andPacifiCorp a written notice setting forth Idaho Power’s good faith estimate of PacifiCorp’s H▇▇▇▇▇▇▇▇ Ownership Interest in the total Costs incurred and paid to date for construction of the H▇▇▇▇▇▇▇▇ Substation Facilities, such estimated amount being, subject to Sections 2.6(c) and 2.6(d), the total consideration to be paid by PacifiCorp to Idaho Power at Closing for the PacifiCorp Acquired Assets (the “PacifiCorp Purchase Price”). The notice provided under this Section 2.6(a) shall provide sufficient detail on the calculation of the PacifiCorp Purchase Price reasonably to permit an audit of such Purchase Price subsequent to Closing in accordance with Section 2.6(d) hereof. (b) Not less than two (2) Business Days before the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall Closing Date or at such other time as may be satisfied as follows: (a) the payment at Completion mutually agreed upon by the Purchaser Parties in writing, PacifiCorp shall deliver to Idaho Power a written notice setting forth PacifiCorp’s good faith estimate of Idaho Power’s Populus Ownership Interest in the Vendors in their Respective Proportions total Costs incurred and paid to date for construction of the Initial Consideration less Populus Substation Facilities, such estimated amount being, subject to Sections 2.6(c) and 2.6(d), the Secured Amount total consideration to be paid by Idaho Power to PacifiCorp at Closing for the Idaho Power Acquired Assets (the “Idaho Power Purchase Price”). The notice provided under this Section 2.6(b) shall provide sufficient detail on the calculation of the Idaho Power Purchase Price reasonably to permit an audit of such Purchase Price subsequent to Closing in accordance with Clause 22.1; (bSection 2.6(d) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; andhereof. (c) At Closing, the payment at Completion Idaho Power Purchase Price shall be netted against the PacifiCorp Purchase Price and the Party whose Purchase Price pursuant to Section 2.6(a) or Section 2.6(b) is greater shall pay the difference between the two Purchase Prices to the other Party by wire transfer in immediately available funds, in the lawful currency of the United States, to an account or accounts designated by the Purchaser other Party; provided, however, that not more than one hundred, eighty (180) days after the Closing, (A) Idaho Power shall deliver to PacifiCorp a written notice setting forth PacifiCorp’s H▇▇▇▇▇▇▇▇ Ownership Interest in the total Costs incurred and paid for construction of the MP Secured Amount into H▇▇▇▇▇▇▇▇ Substation Facilities from the MP Blocked Account date of the notice provided under Section 2.6(a) until the Closing Date as well as any Costs incurred and paid for construction of the H▇▇▇▇▇▇▇▇ Substation Facilities not previously identified in the notice provided under Section 2.6(a) (the “Idaho Power True-up Notice”), and (B) PacifiCorp shall deliver to be heldIdaho Power a written notice setting forth Idaho Power’s Populus Ownership Interest in the total Costs incurred and paid for construction of the Populus Substation Facilities from the date of the notice provided under Section 2.6(b) until the Closing Date as well as any Costs incurred and paid for construction of the Populus Substation Facilities not previously identified in the notice provided under Section 2.6(b) (the “PacifiCorp True-up Notice”). Not more than five (5) Business Days after delivery of the later of the Idaho Power True-up Notice or the PacifiCorp True-up Notice, dealt with, released, paid and transferred the Parties shall net the costs set forth in accordance with the provisions of Schedule 10 respective True-up Notices and the MP ChargeParty whose True-up Notice identifies the higher amount shall receive from the other Party a payment of the difference by wire transfer in immediately available funds, in the lawful currency of the United States, to an account or accounts designated by such Party. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount(i)(A) Not earlier than the date of the later of the Idaho Power True-up Notice or the PacifiCorp True-up Notice, if anynor more than two hundred, by which seventy (270) days after the Net Cash Amount exceeds Closing Date, PacifiCorp may, at its own cost, at any time during normal business hours and with reasonable notice of not less than ten (10) Business Days to Idaho Power, audit the Estimated Net Cash Amount, books and records of Idaho Power and any of its Affiliates involved with the purchase price as so adjusted being construction of the H▇▇▇▇▇▇▇▇ Substation Facilities (“Final Initial ConsiderationPacifiCorp Acquired Assets Cost Records”. 3.4 The adjustments ) to the Initial Consideration set out extent reasonably related to the Costs incurred by or on behalf of Idaho Power and its Affiliates in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either connection with the Purchaser construction of the H▇▇▇▇▇▇▇▇ Substation Facilities (“PacifiCorp Acquired Assets Costs”). Not earlier than the date of the later of the Idaho Power True-up Notice or the Vendors PacifiCorp True-up Notice, nor more than two hundred, seventy (as 270) days after the case may beClosing Date, Idaho Power may, at its own cost, at any time during normal business hours and with reasonable notice of not less than ten (10) under Clause 3.3 until both Business Days to PacifiCorp, audit the Net Working Capital Amount books and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating records of PacifiCorp and any of its Affiliates involved with the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days construction of the Determination Date, the Purchaser or Populus Substation Facilities (as the case may be“Idaho Power Acquired Assets Cost Records”) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, extent reasonably related to the Purchaser an amount Costs incurred by or on behalf of PacifiCorp and its Affiliates in cash in pounds sterling equal to such excess in accordance connection with Clause 22.1. 3.7 If the Vendors are liable to make a payment to construction of the Purchaser pursuant to Clause 3.6(b) Populus Substation Facilities (the “Vendor Balancing PaymentIdaho Power Acquired Assets Costs”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) In consideration for the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) release of claims set forth below and other obligations under the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5Agreement, the Initial Consideration shall be adjusted as follows: Company agrees to pay Employee two hundred twenty-five thousand dollars (a) there shall be added an amount$225,000), if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) less applicable tax withholdings (the “Vendor Balancing Severance Payment”), then . The Parties agree that the Vendors aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Purchaser shall jointly instruct Company, effective November 30, 2016, a copy of which is attached hereto as Exhibit A (the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for “Employment Agreement”). For the avoidance of doubt, be treated as adjusting the Initial Considerationno bonus of any kind, thus resulting payable in the Final Initial Considerationfull or partial, has accrued. The Final Initial ConsiderationSeverance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, together with any Earn-out Payments made pursuant to Schedule Section 8, Section 9, shallSection 10, subject Section 11 and/or Section 12 of this Agreement, the Company shall be entitled to adjustment pursuant repayment of the Severance Payment described in Section 2(a) of this Agreement. (b) Employee shall receive an amount of $38,460.80 for accrued 320 hours of paid time off, payable with the next regular payroll following the Termination Date. (c) Employee shall continue the Company’s health, dental and vision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. After December 31, 2018, Employee will be entitled to Clause 22.2health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), if Employee so timely elects and makes the necessary payments, to the extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and remain exercisable until January 14, 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be adopted for all Tax reporting purposesdeducted from the Severance Payment. (e) In accord with Section 4.2 of the Employment Agreement, business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy.

Consideration. 3.1 The purchase price consideration for the sale of the Shares Purchased Assets shall be the (i) an aggregate of: amount equal to: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and Base Purchase Price, plus (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be heldClosing Date Cash Amount, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and minus (c) the payment at Completion Interim Cash Receipts Amount, plus (d) the Excluded Cash Receipts Amount, minus (e) the Retained Cash Amount, minus (f) the amount of any Cure Amounts payable by Buyer pursuant to Section 2.2, minus (g) the Purchaser aggregate amount of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amountany Unapproved Liabilities, if any, plus (h) the aggregate amount of any Specified Payments (the amount so calculated, the “Purchase Price”), plus (ii) the assumption by Buyer of the Assumed Liabilities, if any. Subject to the terms and conditions of this Agreement, in consideration for the Acquired Equity Interests and other Purchased Assets, at the Closing, Buyer shall (i) pay the Purchase Price (inclusive of the Deposit, which the Net Working Capital Escrow Agent shall release at the Closing to RAIT Parent pursuant to the terms of the Deposit Escrow Agreement and joint written instructions delivered by RAIT Parent and Buyer to the Escrow Agent), less the amount of the Tax Indemnity Amount exceeds to be deposited with the Estimated Net Working Capital Amount;Escrow Agent as provided in Section 2.3(b), to RAIT Parent and/or such other Seller as may be applicable (as specified by RAIT Parent), by wire transfer in immediately available funds to one or more accounts designated by RAIT Parent at 120614386.13 least two (2) Business Days before the Closing Date and (ii) assume the Assumed Liabilities, if any.” (bf) there Section 2.6(a) of the Purchase Agreement shall be deducted an amountamended and restated in its entirety to read as follows: “No later than three (3) Business Days prior to the anticipated Closing Date, RAIT Parent shall deliver to Buyer a statement (the “Pre-Closing Statement”), along with reasonably detailed information and supporting documentation, setting forth RAIT Parent’s good faith estimates of (i) the Closing Date Cash Amount, (ii) the Interim Cash Receipts Amount, (iii) the Excluded Cash Receipts Amount, (iv) the Retained Cash Amount, (v) the Cure Amounts payable by Buyer, (vi) the amount of the Specified Payments, if any, by which (vii) the Estimated Net Working Capital Amount exceeds amount of the Net Working Capital Amount; (c) there shall be deducted an amountUnapproved Liabilities, if any, and (viii) the amount of the Purchase Price (the “Estimated Purchase Price”). Such Pre-Closing Statement shall be certified by which a financial officer of RAIT Parent on behalf of RAIT Parent to be true and complete. Following the delivery of the Pre-Closing Statement until the delivery of the Closing Statement, RAIT Parent shall (A) permit Buyer to have reasonable access during normal business hours to the finance personnel and accountants of RAIT Parent and the other RAIT Entities and the books and records of the RAIT Entities that are relevant to the calculation of the Estimated Net Cash Amount exceeds Purchase Price and each component thereof as set forth in the Net Pre-Closing Statement and (B) consider in good faith any of Buyer’s comments, and use commercially reasonable efforts to respond to Buyer’s questions, relating to the calculation of the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement, and Buyer’s proposed changes to the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement. RAIT Parent and Buyer shall agree in good faith as to the Estimated Purchase Price and RAIT Parent shall update the Pre-Closing Statement to reflect any agreed changes thereto.” (g) Section 2.6(b) of the Purchase Agreement shall be amended and restated in its entirety to read as follows: “One (1) day prior to the anticipated Closing Date, RAIT Parent shall deliver to Buyer a final statement (the “Closing Statement”), along with reasonably detailed information and supporting documentation, setting forth (i) the calculated Closing Date Cash Amount; and , (dii) there shall be added an amountthe calculated Interim Cash Receipts Amount, (iii) the calculated Excluded Cash Receipts Amount, (iv) the Retained Cash Amount, (v) the calculated Cure Amounts payable by Buyer, (vi) the calculated amount of the Specified Payments, if any, (vii) the calculated amount of the Unapproved Liabilities, if any, and (viii) the calculated amount of the Purchase Price. Such Closing Statement shall be certified by which a financial officer of RAIT Parent on behalf of RAIT Parent to be true and complete. Following the Net Cash Amount exceeds delivery of the Estimated Net Cash AmountClosing Statement until the Closing, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments RAIT Parent shall (A) permit Buyer to have reasonable access during normal business hours to the Initial Consideration set out in Clause 3.3 shall be aggregated finance personnel and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount accountants of RAIT Parent and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither other RAIT Entities and the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any books and records of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.RAIT

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration As consideration for entering into this Agreement, AmeriServ Financial agrees to continue Employee’s full salary and Employee’s benefits, except as adjusted pursuant to Clause 3.3; andprovided below, from January 4, 2010 through and including September 3, 2010 (“Severance Period”). (b) the Earn-out Payments payable pursuant Provided that Employee has not revoked his agreement to Schedule 9this Agreement as provided for in Section 19, such payments and benefit continuations shall begin eight days after Employee executes this Agreement or on AmeriServ Financial's first regularly scheduled payday after execution, whichever occurs later. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser The foregoing payments will be net of the MP Secured Amount into the MP Blocked Account any legally-required deductions as well as any deductions required to be held, dealt with, released, made by Employee under AmeriServ Financial’s benefit plans and will be paid and transferred in accordance with the provisions of Schedule 10 and the MP ChargeAmeriServ Financial's general payroll procedures. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there In further consideration for entering into this Agreement, Employee will continue to participate in AmeriServ Financial's health insurance plan (including dental at his current Cafeteria Plan level) through September 3, 2010. Employee shall also have continued access to and participation in AmeriServ Financial's Employee Assistance Program, and may participate in AmeriServ Financial's pension and 401(k) profit sharing plans if required time frames are fulfilled under each of the plans’ provisions, during the Severance Period. (e) Employee acknowledges that the severance payments and continued benefits set forth above constitute consideration over and above anything of value that he would be added an amountentitled to, including severance pay, insurance continuation (including dental), extended participation in AmeriServ Financial's pension and 401(k) profit sharing plans, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against required time frames are fulfilled under each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments Plans' provisions, during the Severance Period but for this Agreement. Employee’s acceptance of the payments and benefits to be made pursuant to Clause 3.3hereunder is in full accord and satisfaction of all claims arising out of Employee’s employment with AmeriServ Financial, including, but not limited to, all claims for wages and benefits, e.g., salary, dental and life insurance coverage, except as provided herein. Employee agrees that all benefits and incidents of his employment relationship with AmeriServ Financial ceased on January 4, 2010, except as set forth in this Agreement. Specifically, Employee’s club membership(s) and assignment of a vehicle for use by AmeriServ Financial ceased as of January 4, 2010. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: Employee acknowledge that (a) the Initial Consideration as adjusted pursuant release of claims by the Company set forth in Section 7 of this Agreement and in Appendix B to Clause 3.3this Agreement (the “Company Release”), and the vesting of Unvested RSUs, exceeds that to which Employee would otherwise be entitled upon termination of employment under any contract between Employee and the Company or the normal operation of the Company’s benefit plans, policies, and/or practices; and (b) the Earn-out Payments payable release of claims by the Company set forth in Section 7 of this Agreement and the vesting of 19,000 Unvested RSUs is adequate consideration for Employee’s promises set forth in this Agreement, including the release set forth in Section 4 of this Agreement; and (c) the release of claims by the Company set forth in Appendix B to this Agreement and the vesting of 540 Unvested RSUs is adequate consideration for Employee’s release set forth in Appendix A of this Agreement. The Company acknowledges that the release of claims by Employee set forth in Appendix A to this Agreement is adequate consideration for the Company’s release set forth in Appendix B of this Agreement. Irrespective of whether Employee signs this Agreement, Employee will retain any rights Employee may otherwise have to medical, dental, and vision benefits continuation coverage pursuant to Schedule 9. 3.2 The Initial Consideration shall the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, or other applicable law (which rights will be satisfied explained in greater detail in a separate notice provided to Employee), and will be paid all compensation and benefits earned through the Separation Date, as follows: (a) accrued but yet unpaid base salary earned through the payment at Completion by Separation Date will be paid on the Purchaser to first payroll date following the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1Separation Date; (b) any unused vacation accrued through the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital AmountSeparation Date; (c) there shall reasonable business expenses incurred, but not paid prior to, the Separation Date will be deducted an amount, if any, by which reimbursed within forty-five (45) days after the Estimated Net Cash Amount exceeds the Net Cash AmountSeparation Date; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any accrued but unpaid Tax Equalization Policy obligations of the adjustments to Company will be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess paid in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1policy. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price Promoter agree to transfer and convey Schedule B Property hereunder in favour of the Allottee/s for the sale “Total Sale Consideration” of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments Rs 9270000/- payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: a. The Allottee/s has paid a sum of Rs. 9496665/-( Rupees. Ninety Four Lakh Ninety Six Thousand Six Hundred Sixty Five only) as booking amount (ahereinafter “the Booking Amount”) being 10% as part payment towards the payment Total Sale Consideration of the Plot at Completion the time of application the receipt of which the Promoter hereby acknowledges and the Allottee/s hereby agrees to pay the remaining consideration of the Plot being Rs. 9170000/-( Rupees. Two Lakh Twenty Six Thousand Six Hundred Sixty Five only) as prescribed in the Payment Plan [Schedule D] as may be demanded by the Purchaser Promoter within the time and in the manner specified therein. Provided that if the Allottee/s delays in payment towards any amount for which is payable; he shall be liable to pay interest at the Vendors rate specified in their Respective Proportions the Rules. Inter alia, in the event of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion default or delay by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred Allottee/s in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5towards any amount is payable as per payment schedule, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors Promoter shall be entitled to include exercise its option of cancelling the same asset or liability twice in calculating any said allotment of the adjustments Plot and forfeiting the entire Booking Amount as mentioned hereinabove in Clause 2.1(a) . b. That subject to the Allottee/s having paid all dues including the Total Sale Consideration, the Promoter hereby agrees to sell and convey the Schedule B Property, together with all ways, easements and appurtenances whatsoever belonging to the said piece and parcel of Schedule B Property and all the estate, right, title, interest, property, claims and demands whatsoever of the Promoter into and upon the said piece and parcel of the Schedule B Property on to the Allottee/s. The Allottee/s agree(s) to pay the aforesaid balance Sale Consideration to the Promoter abiding by the development milestones and within the stipulated payment plan as detailed in Schedule D hereto: c. All the payments to be made pursuant to Clause 3.3. 3.6 Within five Business Days through A/c Payee cheque/demand draft /Banker cheque or online payments in favour of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.M/s.

Consideration. 3.1 The purchase price In consideration for Employee (i) signing this Agreement during the sale of period beginning on the Shares Separation Date and ending on the date which is 21 days following the Separation Date (it being understood that this Agreement shall be expire if not executed on or prior to the aggregate of21st day following the Separation Date), and (ii) complying with the promises made herein and not revoking execution pursuant to Section 3 below, Employer agrees: (a) to pay to Employee a salary continuation benefit in an amount equivalent to fifty-two (52) weeks of Employee’s final salary, less applicable deductions, in equal installments on Employer’s regular pay days commencing on the Initial Consideration as adjusted pursuant to Clause 3.3; first pay day following the expiration of the revocation period specified in Section 3 below, and (b) the Earn-out Payments payable pursuant if Employee is currently enrolled in Employer’s medical and dental plans and elects to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred continue coverage thereunder in accordance with the provisions continuation of Schedule 10 benefits requirements of COBRA, Employee's contribution amount therefor for the equivalent number of weeks during which Employee is receiving salary continuation benefits hereunder will be the normal employee contribution rate. Thereafter, the Employee's contribution amount will be the full COBRA rate. Employee shall notify Employer if Employee becomes eligible for coverage under another group health insurance plan, whereupon Employer's obligation to pay for a portion of such coverage shall cease. Employee agrees to return all Company property (for example, laptop, peripherals, cellular phone/PDA, credit cards, etc.) to Human Resources no later than the Separation Date. In addition, by such date, Employee shall have returned all documents, computer files and/or other materials containing any Employer confidential information in Employee’s possession or control. Employee understands and agrees that Employee would not receive the AP Charge; and (c) monies and/or benefits specified herein in the payment at Completion by the Purchaser absence of Employee’s execution of this Agreement and Employee’s fulfillment of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Chargepromises contained herein. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price consideration for the sale of the Shares Pasha Share shall be the aggregate of: (a) payment of the Initial Consideration as adjusted pursuant to Purchase Price in cash in accordance with the terms of this Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 94. 3.2 4.1 The Initial Consideration Purchase Price shall be satisfied payable as follows: (a) the payment at Initial Purchase Price shall be payable on Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1;5; and (b) the such further payment at Completion or adjustment payment as is provided for under Clause 4.8 shall be made by the Purchaser of Buyer to the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion Seller or by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments Seller to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors Buyer (as the case may be) under in accordance with the provisions of this Clause 3.3 until both 4 and all related subsections.. 4.2 If this Agreement is not completed in accordance with its terms on the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any Completion Date as a result of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following paymenteither: (a) if the Final Initial Consideration exceeds Seller’s non-compliance with the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1terms of this Agreement (as applicable); or (b) if the Initial Consideration exceeds Conditions set out in Schedule 2 (save section 7) not being satisfied or waived, the Final Initial Consideration then each Vendor Buyer shall payhave the right, in their Respective Proportionsbut not the obligation, to terminate this Agreement. In the Purchaser event that Buyer decides in its absolute discretion to terminate this Agreement, the Seller shall indemnify the Buyer and keep it indemnified against all claims, damages, losses, costs (including legal and other professional costs reasonably incurred) and liabilities whatsoever, which may arise directly out of or be occasioned or suffered in consequence of, or in connection with, the above termination. 4.3 The Seller shall prepare the Accounts and shall calculate and notify the Buyer of the Working Capital Amount (together with a copy of the Accounts) within one week of Completion. The Buyer shall be entitled to review the Accounts and the calculation of the Working Capital Amount and shall be entitled to appoint a third party auditor at the Seller’s expense to do so. (a) The Buyer and the Seller shall agree the Working Capital Amount within one month of Completion and the date of their agreement or, if an amount in cash in pounds sterling equal to such excess Independent Accountant is appointed in accordance with Clause 22.14.4(d), the date of his determination, shall be the “Reconciled Amount Date”. 3.7 If (b) Unless within 15 Business Days after receipt of the Vendors are liable to make a payment to the Purchaser Accounts pursuant to Clause 3.6(b) (4.5 the “Vendor Balancing Payment”)Buyer notifies the Seller in writing of any disagreement relating to the Accounts or the calculation of the Working Capital Amount, then the Vendors Parties shall be deemed to have accepted the Accounts and the Purchaser shall jointly instruct calculation of the Security Bank Working Capital Amount as accurate. (c) If within the period of 15 Business Days referred to pay in Clause 4.4(b) the Vendor Balancing Payment Buyer notifies the Seller of any disagreement relating to the Purchaserpreparation of the Accounts or the calculation of the Working Capital Amount (“Notice of Disagreement”) and the Parties are able to resolve such disagreement or difference of opinion within five (5) Business Days of the Notice of Disagreement, the Parties shall be deemed to have accepted the Accounts and the calculation of the Working Capital Amount as accurate. (d) If the Seller and the Buyer are unable to reach agreement within five (5) Business Days after the Notice of Disagreement, the matter in dispute shall, upon written notice from either the Buyer or the Seller to the other (“Referral Notice”) be referred for determination to such independent chartered accountant (“Independent Accountant”): (i) as the Seller and the Buyer may agree in writing within 5 Business Days after the service of the Referral Notice; or (ii) failing such agreement, as the President for the time being of the Institute of Chartered Accountants in England and Wales shall nominate on the application of either the Seller or the Buyer. (e) The Independent Accountant shall act on the following basis: (i) the Independent Accountant shall be instructed to notify the Seller and the Buyer of his determination of the matter in dispute within 10 Business Days of such referral; (ii) the Independent Accountant shall act as an expert and not as an arbitrator, the Arbitration ▇▇▇ ▇▇▇▇ shall not apply and his decision on the matters referred to him shall (in the Vendors’ Respective Proportions, in accordance with absence of manifest error) be final and binding on the provisions Seller and the Buyer for the purposes of Schedule 10this Agreement; (iii) the Seller and the Buyer shall be entitled to make written submissions to the Independent Accountant; and (iv) the costs of the Independent Accountant shall be apportioned between the Seller and the Buyer as the Independent Accountant shall direct but each Party shall be responsible for its own costs of presenting its case to the Independent Accountant. 3.8 The Purchaser 4.5 Following agreement or determination of the Working Capital Amount, if the Working Capital Amount is: (a) a positive amount, the Buyer shall pay remit the Working Capital Amount to the Vendors Seller within three days of the Earn-out Payments in accordance with Reconciled Amount Date; (b) a negative amount, the provisions Seller shall remit the Working Capital Amount to the Buyer within three days of Schedule 9the Reconciled Amount Date; (c) zero, no payment shall be due from the Seller or the Buyer pursuant to this Clause 4.5. 3.9 4.6 Any payments required sums received by the Company or the Buyer following Completion which relate to any amounts receivable within the Retained Assets and Liabilities shall be made under Clause 3.6 shall, held on trust for the avoidance Seller and the Buyer shall procure in any event that such sums are transferred to the Seller’s Account within three (3) Business Days of doubt, receipt. 4.7 Any sums due by the Company which relate to any amounts owed by it in respect of claims against it within the Retained Assets and Liabilities shall be treated as adjusting paid by the Initial Consideration, thus resulting Seller to the Buyer and the Seller shall procure in any event that such sums are transferred to the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted Buyer’s Account no later than the date on which such sums fall due for all Tax reporting purposespayment.

Consideration. 3.1 The purchase price As good consideration for Employee’s execution, delivery, and non-revocation of this Agreement and full compliance with the sale of terms hereof, Company shall provide Employee with the Shares shall be the aggregate offollowing: (a) payment of $200,000 (less applicable withholdings and deductions) in twelve equal monthly installments commencing on the Initial Consideration as adjusted pursuant to Clause 3.3; and next regularly scheduled paydate following the Effective Date (bdefined below) and payable on the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions last business day of the Initial Consideration less the Secured Amount in accordance with Clause 22.1each month thereafter; (b) reimbursement of expenses totaling $500.89 together with payment of $11,423.00 representing all unused accrued vacation days, payable on the payment at Completion by next regularly scheduled paydate following the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital AmountEffective Date; (c) there shall be deducted an amount, if any, by which a pro rata portion of the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments Restricted Shares awarded to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount Employee pursuant to Restricted Stock Award Agreements between Employee and the Net Cash Amount Company dated February 5, 2010, March 30, 2011 and March 29, 2012, respectively, as identified on Exhibit A hereto under the column “Number of Restricted Shares To Be Vested Upon Effective Date”, will be deemed to have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any vested as of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) Effective Date (the “Vendor Balancing PaymentVested Restricted Shares”). Employee shall sell the Vested Restricted Shares only during the thirty (30) day period (the “VRS Sale Period”) beginning on the date of delivery of the Vested Restricted Shares to Employee, then which Vested Restricted Shares shall be delivered, within three (3) business days following the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shallEffective Date (and, for the avoidance of doubt, be treated only if the Agreement has not been revoked in accordance with Section 12(b) of this Agreement), in electronic form via book entry transfer to the account maintained by the Employee’s broker at Depository Trust Company as adjusting the Initial Consideration, thus resulting in the Final Initial Considerationset forth on Schedule 4.6(c) attached hereto. The Final Initial ConsiderationEmployee may not sell the Vested Restricted Shares following the VRS Sale Period, and any Vested Restricted Shares not sold upon the expiration of the VRS Sale Period shall automatically, and without any further action of the Company, be forfeited. Employee shall (y) notify the Company and the Escrow Agent (as defined below), in writing, of the sale of the Vested Restricted Shares, together with a detailed accounting thereof, on a weekly basis (with such notice and accounting for any Earn-out Payments sales made during any week (i.e. a period of Monday through Friday) to be delivered to the Company and the Escrow Agent by no later than 5:00 p.m. New York time on Tuesday of the next week) and (z) deliver to L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”) the proceeds from the sale of the Vested Restricted Shares (the “Escrowed Restricted Stock Proceeds”) on a weekly basis (with the proceeds from the sale of any Vested Restricted Shares for the prior week to be delivered to the Escrow Agent no later than Tuesday of the next week); provided, however, the Employee may use the proceeds from the sale of the Vested Restricted Shares to pay the exercise price for some or all of the Vested Options (as defined in Section 4(d) below) in accordance with Section 4(d) below, in which case, Employee shall, within the time period following the sale of the Vested Restricted Shares provided in clauses (y) and (z) of the immediately preceding sentence, (A) notify the Company, in writing, as to all or the portion of such proceeds which shall be applied on account of the option exercise (which Vested Options shall be exercised solely in accordance with Section 4(d) below) and (B) instead deliver such proceeds to the Company on account of, and to be applied against, the option exercise. Except as set forth herein, all other Restricted Shares previously awarded to Employee which have not, as of the Separation Date, vested are forfeited. (d) a pro rata portion of the Options granted to Employee pursuant to Schedule 9Stock Option Grant Agreements between Employee and the Company dated February 5, shall2010, subject March 30, 2011 and March 29, 2012, respectively, as identified on Exhibit A hereto under the column “Number of Shares With Respect to adjustment Which Option may be Exercised” (the “Vested Options”), may be exercised only during the VRS Sale Period or the VO Sale Period (as defined below), and the shares of Common Stock issuable upon exercise thereof (the “Underlying Vested Option Shares”) may be sold only during the thirty (30) day period following the expiration of the VRS Sale Period (the “VO Sale Period”). Employee may not exercise the Vested Options after the expiration of the VO Sale Period and may only sell the Underlying Vested Option Shares during the VO Sale Period, and any unexercised Vested Options or Underlying Vested Option Shares outstanding upon the expiration of the VO Sale Period shall automatically, and without any further action of the Company, be forfeited. All other Options previously granted to Employee which have not, as of the Separation Date, vested are hereby forfeited by Employee. Employee shall be responsible for paying the full exercise price to the Company, in cash, in connection with any exercise by Employee of the Vested Options. As specified in Section 4(c) above, Employee may use the proceeds from the sale of the Vested Restricted Shares to pay the exercise price for some or all of the Vested Options (the proceeds from the sale of the Vested Restricted Shares that the Employee uses to pay the exercise price of the Vested Options are referred to herein as the “VRS Option Proceeds”). To the extent any additional funds are needed for Employee to pay the full exercise price for the Vested Options being exercised by Employee, Employee shall be responsible for paying such additional amounts to the Company in order to complete the exercise of the Vested Options. By no later than Tuesday of the week immediately following which any Underlying Vested Option Shares were sold by the Employee, Employee shall (y) notify the Company and the Escrow Agent, in writing, of the sale of the Underlying Vested Option Shares for such week, together with a detailed accounting thereof and (z) deliver to the Escrow Agent an amount equal to (the “Escrowed Option Proceeds” and together with the “Escrowed Restricted Stock Proceeds”, the “Escrowed Funds” ) the sum of (1) the proceeds from the sale of the Underlying Vested Option Shares during such week less the exercise price for such Underlying Vested Option Shares sold by the Employee during such week, plus (2) an amount equal to the VRS Option Proceeds. The terms and conditions of the escrow agreement regarding the Escrowed Funds and the escrow arrangement with the Escrow Agent are set forth on Exhibit B attached hereto, which Exhibit B is fully incorporated herein by reference. The Escrow Agent is an express third party beneficiary of Exhibit B. The Company shall have the power and the right to deduct (including from the Escrowed Funds) or withhold, or require the Employee to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Employee’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Internal Revenue Code of 1986, as amended, or any other applicable law, rule or regulation with respect to the Vested Restricted Shares and Vested Options and, if the Employee fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to Clause 22.2this Agreement. Except to the extent provided above, the Restricted Stock Award Agreements and Stock Option Grant Agreements referenced in paragraphs (c) and (d) above shall remain in full force and effect. Employee acknowledges that Employee is not otherwise entitled to receive the payments and benefits set forth in this Section 4 and acknowledges that nothing in this Agreement shall be adopted for deemed to be an admission of liability or wrongdoing on the part of Company. Employee agrees that Employee will not seek anything further from the Released Parties. Employee acknowledges that (i) the Company may, at any at any time prior to the expiration of the VRS or VO Sale Period, as applicable, release information pertaining to the Company and its business (including its earnings) that may have a negative impact on the share price of the Company’s Common Stock (“Company Released Information”) and, as a result, may negatively impact the purchase price that the Employee is able to obtain from the sale of any of the Vested Restricted Shares or Vested Underlying Option Shares and (ii) the purchase price from any sale of the Vested Restricted Shares and/or Vested Underlying Option Shares may be limited by the fact that such sales are required to occur during the VRS or VO Sale Period, as applicable. Employee hereby irrevocably waives any and all Tax reporting purposesactions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that Employee may have or hereafter acquire against the Released Parties in any way, directly or indirectly, arising out of, relating to or resulting from Employee’s sale of the Vested Restricted Shares and the exercise of any Vested Options and the sale of any Vested Underlying Option Shares, including, without limitation, claims (i) relating to the Company’s disclosure of any Company Released Information and the impact of such disclosure on the purchase price Employee is able to obtain from the sale of the Vested Restricted Shares and Vested Underlying Option Shares during the VRS or VO Sale Period, as applicable, (ii) relating to the limited time period during which Employee may sell the Vested Restricted Shares and exercise and sell the Vested Underlying Option Shares, (iii) the escrow of the Escrowed Funds in accordance with the terms of this Agreement and Exhibit B and (iv) relating to the market price of the Company’s Common Stock and the purchase price from the sale of the Vested Restricted Shares and the Vested Underlying Option Shares. Employee intends to effect, to the maximum extent permitted by law, a complete and knowing waiver of Employee’s rights as set forth in this paragraph.

Consideration. 3.1 1. The purchase price Employee hereby surrenders for cancellation to the Company all of the Employee’s rights, title and interest in and to all stock options, restricted stock units, and/or other equity awards that are listed on Schedule A attached hereto (the “Surrendered Awards”), which were awarded by the Company to the Employee pursuant to the terms and conditions contained in the respective equity award agreements also listed on Schedule A (the “Equity Agreements”). The Employee and the Company acknowledge and agree that the Surrendered Awards shall be cancelled and the Termination Agreement shall be executed by Employee in exchange for the sale covenants and promises set forth in the Resignation Agreement (the “Consideration”). Receipt of such Consideration by the Employee will be subject to receipt by the Company of this Termination Agreement, surrendering and canceling the Surrendered Awards. Notwithstanding the foregoing, this Termination Agreement shall not be effective until the effective time of the Shares Resignation Agreement (the “Effective Time”), and this Termination Agreement shall be of no effect if the aggregate of: (a) Resignation Agreement is not executed by the Initial parties. The Employee, to the greatest extent permitted by law, hereby acknowledges that the Consideration as adjusted to be received pursuant to Clause 3.3; andthis Termination Agreement shall be in full satisfaction of any and all rights the Employee may have under the Equity Agreements or otherwise with respect to each and every Surrendered Award. Each Surrendered Award shall be deemed at any time after the date the Employee executes and delivers this Termination Agreement to the Company to represent for all purposes only the right to receive the Consideration. (b) the Earn-out Payments payable 2. The Employee acknowledges that all Consideration to be received pursuant to Schedule 9this Termination Agreement will be made as provided in this Termination Agreement or in the Resignation Agreement. 3.2 The Initial Consideration shall be satisfied 3. By executing and delivering this Termination Agreement, the Employee represents, warrants, covenants and agrees as follows: (a) The Employee has the payment at Completion right, power, authority and capacity to execute, deliver and perform this Termination Agreement and to consummate the transactions contemplated hereby. This Termination Agreement has been duly and validly executed and delivered by the Purchaser to Employee and constitutes the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount Employee’s valid and binding obligation, enforceable in accordance with Clause 22.1;its terms and conditions, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The Employee has the payment at Completion by exclusive right, power and authority to transfer or surrender the Purchaser of Surrendered Awards. Except for the AP Secured Amount into Equity Agreements, the AP Blocked Account Employee is not a party to, nor is bound by, any agreement affecting or relating to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and Employee’s right to transfer or surrender the AP Charge; andSurrendered Awards. (c) Neither the payment at Completion by Company nor any other person or entity has made any oral or written representation, inducement, promise or agreement to Employee in connection with the Purchaser termination of the MP Secured Amount into the MP Blocked Account to be heldSurrendered Awards, dealt with, released, paid and transferred other than as expressly set forth in accordance with the provisions of Schedule 10 and the MP Chargethis Termination Agreement. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which Notwithstanding any provisions of the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount Surrendered Awards and the Net Cash Amount have been agreed Equity Agreements, Employee hereby covenants and agrees that she will not sell, assign, transfer, pledge, hypothecate or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating otherwise encumber any of the adjustments to Surrendered Awards from and after the date of this Termination Agreement. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance in violation of this Section B.3(d) shall be made pursuant to Clause 3.3void. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In addition to the benefits set forth in Paragraph 1 of this Agreement, and for, and in consideration of, the covenants, promises and releases by Executive in this Agreement, and subject to compliance with any and all prerequisites expressly set forth herein including without limitation Executive’s continued compliance with the restrictive covenants set forth in the Employment Agreement and Inventions Agreement, and this Agreement becoming effective and irrevocable in accordance with Section 6 below, Company agrees to pay Executive the amounts described herein. Contingent Benefits Following the Separation Date. Executive will further receive, commencing immediately following the Separation Date: i. continued payment of Executive’s Base Salary (subject to applicable tax withholdings) for twelve (12) months from the Separation Date, such amounts to be paid in accordance with the Company’s normal payroll policies; ii. the actual earned annual cash incentive, if any and as approved by the Board, payable to Executive for the sale year ended December 31, 2022; iii. reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (i) twelve (12) months after the Shares shall Separation Date, payable when such premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Executive acknowledges that he will not receive any payment for accrued and unused vacation and waives any right thereto that may exist. Subject to IRC section 409A, the cash incentive described in subsection (ii) above will be paid in a lump sum on the aggregate of: later of (a) the Initial Consideration as adjusted pursuant date on which the Company makes the final payment to Clause 3.3; and participants of the 2022 Management Bonus Plan, but in no event will be paid later than March 15, 2023, or (b) within seven (7) days following the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions effective date of the Initial Consideration less Release referenced in Section 7 below. Any amounts above will only be paid following the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser effective date of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid Release referenced in Section 6 below. Executive acknowledges that he will not receive any payment for accrued and transferred in accordance with the provisions of Schedule 10 unused vacation and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Chargewaives any right thereto that may exist. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for Provided Executive timely signs, returns, and does not revoke this Agreement, the sale of Company will provide him with the Shares shall be the aggregate offollowing: (a) The Company will provide Executive with salary continuation at Executive’s Base Salary (as in effect as of the Initial Consideration as adjusted pursuant to Clause 3.3; andResignation Date), less applicable taxes and withholdings, through and including the Resignation Date, (b) the Earn-out Payments payable pursuant Pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (aSection 5.2(b) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less Employment Agreement, the Secured Amount Company will provide Executive with continued payment of Executive’s Base Salary (as in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser effect as of the AP Secured Amount into the AP Blocked Account to be heldResignation Date), dealt with, released, paid and transferred payable in accordance with the provisions of Schedule 10 Company’s payroll policy and less applicable taxes and withholdings, for a period commencing on the AP Charge; and Resignation Date and ending on the twelve (c12) the payment at Completion by the Purchaser month anniversary of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital AmountResignation Date; (c) there Pursuant to Section 5.2(c) of the Employment Agreement, the Company will provide Executive with reimbursement of the cost of continuation coverage of group health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for a maximum of twelve (12) months following the Resignation Date to the extent Executive elects such COBRA continuation coverage and is eligible and subject to the terms of the Company’s health plan and applicable law; provided, that such reimbursement shall be deducted an amountcease to the extent that the Executive is eligible for health benefits from a new employer; (d) The Company will provide Executive with payment of the Annual Bonus (as such term is defined in Section 4.2 of the Employment Agreement) for the Company’s fiscal year ending September 28, 2024 (the “2024 Fiscal Year”), such amount being payable at the same time and on the same terms the Company pays other executive employees who are eligible for such annual bonus payments. (e) Any vested and/or unvested interests, if any, by which that Executive may have pursuant to the Estimated Net Cash Amount exceeds Company’s Equity Plan (as such term is defined in Section 4.5 of the Net Cash Amount; and (dEmployment Agreement) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, treated in accordance with the provisions terms of Schedule 10such Equity Plan. 3.8 The Purchaser shall pay (f) Executive acknowledges and declares that following these payments, he will be fully compensated for all work performed and time he worked while employed by the Company, and that he is not owed any compensation, wages, salary, payments, bonus, remuneration, benefits or income from the Company except as specifically provided in this Agreement. (g) Executive’s entitlement to receive the Vendors the Earnpayments and benefits described herein-out Payments in accordance above is expressly contingent upon and subject to Executive’s good and faithful compliance with the provisions terms and conditions of Schedule 9this Agreement and his post-employment obligations under the Employment Agreement. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant In consideration for Employee’s agreement to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion bound by the Purchaser to the Vendors in their Respective Proportions terms of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be heldthis Severance Agreement, dealt with, released, paid and transferred in accordance Employee’s compliance with the provisions promises made herein, Colt agrees to pay Employee a combination of Schedule 10 salary and severance pay in lieu of salary at the AP Charge; and rate of Employee’s current base salary (c“Severance”) through July 3, 2015. At the payment at Completion by the Purchaser request of the MP Secured Amount into the MP Blocked Account to be heldColt, dealt withthrough December 31, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) 2014 (the “Vendor Balancing PaymentWind Down Period”), then the Vendors and the Purchaser shall jointly instruct the Security Bank Employee will be reasonably available to pay the Vendor Balancing Payment to the Purchaser, provide assistance in the Vendors’ Respective Proportionstransition of his responsibilities to Colt’s new General Counsel and as otherwise requested; provided that the scheduling of such assistance will be mutually agreed upon; and provided, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments further, that Employee will not be required to be made under Clause 3.6 shall, for provide in excess of ten hours of assistance per week during the Wind Down Period. For the avoidance of doubt, severance compensation will commence from July 5, 2014, regardless of the last day of employment set forth in Paragraph 1 above. Following the Wind Down Period, Employee will continue to be treated paid Severance through July 4, 2015. During the time following the Wind Down Period, Employee will make himself reasonably available to provide assistance to Colt as adjusting described in Paragraph 9 below. Severance will be paid, less required withholdings, in accordance with Colt’s usual schedule for the Initial Considerationpayment of its employees’ salaries. The payment of Severance is contingent upon, thus resulting and will not begin until, Colt receives: (a) this Severance Agreement, dated and signed by Employee; and (b) the document attached hereto as Exhibit A, properly completed and signed by Employee. Employee’s right to be paid during the Wind Down Period and thereafter as provided in this Paragraph 2, is dependent on Employee’s material compliance with the obligations set forth in this Severance Agreement, including, without limitation, his obligations to provide reasonable assistance to Colt in the Final Initial Consideration. The Final Initial Considerationtransition of his responsibilities to Colt’s new General Counsel, together with any Earn-out Payments made pursuant as set forth above, and the obligations to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposescooperate as set forth in Paragraph 9 below.

Consideration. 3.1 The purchase price (a) In exchange for the sale Executive’s transition services contemplated in this Agreement, Executive’s confirmation of the Shares shall be continued effect of Executive’s restrictive covenants, Executive’s full release of Company from any and all Claims in the aggregate ofform of the release agreement attached as Exhibit A, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below: (ai) the Initial Consideration as adjusted pursuant Pay to Clause 3.3Executive two-thirds of Executive’s target fiscal year 2023 short-term incentive bonus under Company’s annual short term incentive plan; and (bii) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: Ensure that (a) 4,369 of Executive’s time-based restricted stock units that are scheduled to vest in 2024 based on Executive’s continued employment (and not any other possible vesting event) will vest on the payment at Completion by Termination Date, and (b) 1,339 of Executive’s time-based restricted stock units that are scheduled to vest in 2025 based on Executive’s continued employment (and not any other possible vesting event) will vest on the Purchaser to Termination Date. For clarity, Executive shall forfeit all other outstanding restricted stock units (whether time-based or performance-based) on the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1;Termination Date. (b) Notwithstanding anything else contained herein to the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be heldcontrary, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration no payments shall be adjusted as follows: made or benefits delivered under this Agreement (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any than payments required to be made by Company pursuant to Section 5 below) unless, within sixty (60) days after the Termination Date, (x) Executive has signed and delivered to Company a release agreement in the form attached hereto as Exhibit A (the “Release”), which has been signed by Executive no earlier than the Termination Date; and (y) the applicable revocation period under Clause 3.6 shallthe Release has expired without Executive having elected to revoke the Release. The Release shall be effective as of the day following the expiration of the applicable revocation period without Executive having elected to revoke the Release (the “Release Effective Date”). The payment specified in Section 4(a)(i) above shall be paid in a lump sum in calendar year 2023 on the next regularly scheduled payroll date following the Release Effective Date. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. (c) As a further condition to receipt of the benefits in Section 4(a) above, Executive acknowledges that these benefits are in lieu of any other amounts that Executive may claim to be owed to Executive upon the termination of Executive’s employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments (including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under the Employment Agreement or the laws of Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any of the payments, benefits or rights set forth therein. (d) If BlueLinx Holdings Inc. (“BHI”) is required to prepare an accounting restatement due to the material noncompliance of BHI with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), then, unless and to the extent that the Compensation Committee of BHI’s Board of Directors has made a determination in accordance with the then-current applicable listing standards of the New York Stock Exchange that recovery would be impracticable, Executive will promptly reimburse the Company, as applicable, for the avoidance amount of doubtany related Erroneously Awarded Compensation. For purposes of this Agreement: (i) the term “Erroneously Awarded Compensation” means the difference between (A) the amount of all Incentive-Based Compensation received by Executive during the three completed fiscal years immediately preceding the Restatement Date, and (B) the amount of all Incentive-Based Compensation that otherwise would have been received by Executive had it been determined based on BHI’s financial results taking into account the Restatement, computed in each case without regard to any taxes paid, and it being understood that with respect to any Incentive Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in or following the Restatement, the amount will be treated based on a reasonable estimate of the effect of the Restatement on BHI’s stock price or total shareholder return upon which the Incentive-Based Compensation was received; (ii) the term “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; (iii) the term “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing BHI’s financial statements, and any measures that are derived wholly or in part from such measures, it being understood that stock price and total shareholder return are Financial Reporting Measures, and Financial Reporting Measures need not be presented within BHI’s financial statements or included in a filing with the Securities and Exchange Commission; and (iv) the “Restatement Date shall mean the earlier to occur of (A) the date BHI’s Board of Directors, a committee of BHI’s Board of Directors, or the officer or officers of the Company authorized to take such action if BHI Board of Directors action is not required, concludes, or reasonably should have concluded, that BHI is required to prepare a Restatement, or (B) the date a court, regulator, or other legally authorized body directs BHI to prepare a Restatement. If BHI is required to prepare an accounting restatement due to material noncompliance by the Company, as adjusting the Initial Considerationa result of misconduct, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earnfinancial reporting requirement under the federal securities laws, to the extent required by law, Executive will reimburse the Company for: (i) any bonus or other incentive-out Payments made pursuant based or equity-based compensation received by Executive from the Company (including such compensation payable in accordance with this Section 4 and Section 6) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying that financial reporting requirement, but only to Schedule 9the extent such compensation would not have been earned in accordance with such restated financials; and (ii) any profits realized by Executive from the improper or unlawful sale of BHI’s securities during that 12-month period. Further, shall, Executive acknowledges and agrees that any bonus or other Incentive-Based Compensation received by Executive under this Agreement or any other agreement or arrangement with the Company is subject to adjustment pursuant BHI’s policy (as in effect and as may be amended from time to Clause 22.2time) providing for clawback or recovery of such amounts. Executive agrees that Executive shall be subject to any clawback or recovery of compensation policy adopted by BHI for purposes of giving effect to Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any other requirement under any law, be adopted for all Tax reporting purposesgovernment declaration or stock exchange listing requirement and that any such policy shall expressly supersede this paragraph except to the extent provided otherwise in such policy.

Consideration. 3.1 The purchase price for Contingent upon full execution and delivery of this Agreement and the sale expiration of the Shares shall be the aggregate ofRevocation Period set forth in Section 7 with no revocation having occurred: (a) From the Initial Consideration Effective Date of this Agreement through August 31, 2022, Employee will continue to serve as adjusted pursuant General Counsel and be eligible to Clause 3.3; andreceive such benefits associated with his position. (b) From September 1, 2022, through the Earn-out Payments payable pursuant Separation Date, Gartner will employ Employee in an “on call” capacity in order to Schedule 9. 3.2 The Initial Consideration ensure an orderly transition of business (the “On Call Period”). During this On Call Period: (i) Employee will work with ▇▇▇▇▇ ▇▇▇▇▇▇▇ on the transition. Employee will not otherwise perform any work unless specifically requested to do so by ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ or their designees; (ii) Gartner shall be satisfied as follows: (a) the payment at Completion by the Purchaser continue to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount pay Employee’s existing salary in accordance with Clause 22.1; Gartner’s normal payroll cycles, less applicable taxes and withholdings required by law; and (biii) the payment at Completion by the Purchaser Gartner shall continue to provide any benefits in which Employee is presently enrolled as of the AP Secured Amount into date of this Agreement, including the AP Blocked Account deferred compensation plan and any company matching formula that is provided to be heldother executive officers. c) Gartner shall, dealt withfollowing the Separation Date, released, paid and transferred in accordance provide Employee with the provisions payments and benefits set forth on Schedule 1. In the event of Schedule 10 a material breach of this Agreement by Employee from the effective date of this Agreement through one year following his Separation Date any and the AP Charge; and (c) the payment at Completion all remaining payments or benefits called for by the Purchaser of the MP Secured Amount into the MP Blocked Account this Agreement will stop, and any right to such payments or benefits claimed by Employee shall be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Chargeextinguished. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amountNotwithstanding the foregoing, if anyEmployee and Gartner agree that Gartner reserves the right to change Employee’s title and officer status prior to August 31, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser2022, in the Vendors’ Respective Proportionscase of Employee’s resignation, in accordance with Employee’s material breach of the provisions agreement, or Gartner’s hiring of Schedule 10a replacement. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 A. The purchase price for consideration that binds the sale of the Shares Parties to this Agreement shall be the aggregate ofmutual promises and covenants set forth in this Agreement, including but not limited to the Company’s agreement to the following: (a) to continue to pay, less all applicable withholding and payroll taxes and other required deductions, in accordance with normal payroll practices as of the Initial Consideration as adjusted pursuant Separation Date, Employee’s annual base salary for the period beginning on the Separation Date through the earliest to Clause 3.3occur of (i) the eighteen (18) month anniversary of the Separation Date, (ii) the first (1st) date Employee violates any covenant contained in Section 6 of the Employment Agreement, (iii) the fifth (5th) day following the Separation Date if the Company has not received by that date an executed copy of this Agreement from Employee, or (iv) the first (1st) date of Employee’s revocation of this Agreement; provided, any payments due on any payroll date that occurs after March 15, 2013 and during the six (6) month period following the Separation Date shall be paid to Employee on the first (1st) day of the seventh (7th) month following the Separation Date or, if earlier, first (1st) day following Employee’s death, and (b) to pay the Earnpremiums to continue the current coverage for Employee and any dependents under the Company’s group health benefit plan, excluding Exec-out Payments payable pursuant to Schedule 9U-Care and other supplemental coverage policies for senior executives, until the earlier of (i) the eighteen (18) month anniversary of the Separation Date, (ii) the first (1st) date Employee violates any covenant contained in Section 6 of the Employment Agreement, (iii) the fifth (5th) day following the Separation Date in the event the Company has not received by that date an executed copy of this Agreement from Employee, or (iv) the first (1st) date of Employee’s revocation of this Agreement. 3.2 The Initial Consideration shall be satisfied B. In addition to the consideration described in Section II.A. above, subject to and conditioned upon receipt of an executed copy of this Agreement from Employee and this Agreement becoming effective as followsset forth in this Agreement, the Company shall: (a) pay Employee a pro-rated performance compensation payment for the payment at Completion by 2012 plan year, which except for the Purchaser pro-ration shall be pursuant to the Vendors terms and conditions set forth in their Respective Proportions of the Initial Consideration less the Secured Amount Performance Compensation Plan and shall be paid in accordance with Clause 22.1;2013 at such time as such payments are paid to executive officers who participate therein, (b) provide that the payment at Completion by following number of Employee’s time-based RSUs shall become vested and settled immediately on the Purchaser effective date of this Agreement (and any remaining unvested time-based RSUs granted to Employee under the Hawaiian Telcom 2010 Equity Incentive Plan (the “Plan”) shall be forfeited immediately upon the Separation Date): (x) the number of Employee’s time-based RSUs scheduled to vest on the next annual anniversary of the AP Secured Amount into applicable grant date, multiplied by (y) the AP Blocked Account ratio, the numerator of which is the number of days that have elapsed from the immediately preceding anniversary of the applicable grant date (or the applicable grant date, in the event the Separation Date is less than one year following the grant date) to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 Separation Date and the AP Charge; denominator of which is 365, and (c) provide that the payment following number of Employee’s performance-based RSUs shall become vested and settled upon the next Determination Date (as defined in the applicable Restricted Stock Unit Agreement)(and any remaining unvested performance-based RSUs granted to Employee under the Plan shall be forfeited immediately upon the Separation Date): (x) the number of performance-based RSUs that would otherwise vest on the Determination Date based on actual performance, multiplied by (y) the ratio, the numerator of which is the number of days that elapsed between the end of 2011 and the Separation Date and the denominator of which is 365. Employee and the Company intend that all payments and benefits provided during the six (6) month period following the Separation Date made pursuant to Sections II(A)(a) and II(B)(b) and the benefits provided at Completion by any time pursuant to Section II(A)(b) are exempt from the Purchaser requirements of Section 409A of the MP Secured Amount into Internal Revenue Code of 1986, as amended, the MP Blocked Account regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) and all payments provided after the six (6) month period following the Separation Date pursuant to Section II(A)(a) and all payments made at any time pursuant to Sections II(B)(a) and II(B)(c) comply with the requirements of Section 409A so that none of such payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to be heldso exempt or to so comply, dealt withas applicable. In no event will the Company reimburse Employee for any taxes or other penalties that may be imposed on Employee as a result of Section 409A and Employee shall indemnify the Company for any liability that arises as a result of Section 409A. In addition, releasedas of the Separation Date, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall Employee will be entitled to include the same asset or liability twice payments and benefits set forth in calculating any of the adjustments Company’s letter to be made pursuant to Clause 3.3. 3.6 Within five Business Days of Employee dated October 5, 2012, including Employee’s salary and accrued but unused vacation earned through the Determination Separation Date, less all applicable withholdings and required deductions. Employee agrees that the Purchaser or (as only payments and benefits that Employee is entitled to receive from the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, Company in the Vendors’ Respective Proportions, future are those specified in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting this Agreement or in the Final Initial Consideration. The Final Initial ConsiderationCompany’s letter to Employee dated October 5, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes2012.

Consideration. 3.1 The purchase price During the Term of this Agreement, for all Services rendered by Consultant hereunder and all covenants and conditions undertaken by the sale Parties pursuant to this Agreement, the Company shall pay, and Consultant shall accept, as compensation: 2.1.1 A one-time payment of $65,000, payable within ten (10) days of the Shares Effective Date (the “Initial Payment”); 2.1.2 Consideration based on the number of Prescription Pills Sold, as follows, provided that no such consideration shall be due until the aggregate of:First Sale (defined below): (ai) [***] for every Prescription Pill Sold (each as defined below) by the Initial Consideration as adjusted pursuant to Clause 3.3Company throughout the Territory for cash consideration, after the First Sale, during the period from the Effective Date until the 1st anniversary of the Effective Date (the “Year 1 Payments”), if any; (ii) [***] for every Prescription Pill Sold by the Company throughout the Territory for cash consideration, after the First Sale, during the period from the 1st anniversary of the Effective Date until the 2nd anniversary of the Effective Date (the “Year 2 Payments”), if any; (iii) [***] for every Prescription Pill Sold by the Company throughout the Territory for cash consideration, after the First Sale, during the period from the 2nd anniversary of the Effective Date until the 3rd anniversary of the Effective Date (the “Year 3 Payments”), if any; (iv) [***] for every Prescription Pill Sold by the Company throughout the Territory for cash consideration, after the First Sale, during the period from the 3rd anniversary of the Effective Date until the 4th anniversary of the Effective Date (the “Year 4 Payments”), if any; and (bv) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion [***] for every Prescription Pill Sold by the Purchaser to Company throughout the Vendors in their Respective Proportions Territory for cash consideration, after the First Sale, during the period from the 4th anniversary of the Initial Consideration less Effective Date until the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser 5th anniversary of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amountEffective Date, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing PaymentYear 5 Payments”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial ConsiderationYear 5 Payments, together with any Earn-out the Year 1 Payments, Year 2 Payments, Year 3 Payments made pursuant to Schedule 9and Year 4 Payments, shallcollectively, subject to adjustment pursuant to Clause 22.2the “Sales Payments”, be adopted for all Tax reporting purposesand the Sales Payments together with the Initial Payment, the “Consulting Fees”).

Consideration. 3.1 The purchase price 5.1 Subject to adjustment in accordance with the other provisions of this Clause 5, the consideration for the sale and purchase of the Shares Assets as contemplated herein shall be the aggregate of: Purchase Price (aapportioned as set forth in Schedule 4) the Initial Consideration which shall be paid in cash as adjusted pursuant to set forth in this Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 95. 3.2 The Initial Consideration 5.2 Within seven days of the date hereof the Purchaser shall pay by wire transfer in immediately available funds the full amount of the Purchase Price into the Escrow Account. Interest on the monies standing to the credit from time to time of the Escrow Account (“Escrow Interest”) shall accrue for the benefit of the Purchaser, but the Purchaser agrees that such Escrow Interest shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred or disbursed in accordance with the provisions in the Escrow Agreement. 5.3 The fees of Schedule 10 the Escrow Agent being US$3,000 shall be borne equally by the Seller and the AP Charge; andPurchaser. (c) 5.4 Within 45 days following the payment at Completion by date hereof the Purchaser and the Seller shall verify and agree the allocation of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred Purchase Price as set out in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted 4 as follows: (a) there 5.4.1 a Tool Price shall be added an amountdetermined for each Tool and all related Accessories, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital AmountManuals and Spare Parts; 5.4.2 a price (ba “Non Specific Spare Part Price”) there shall be deducted an amount, if any, by determined for and allocated to each Spare Part which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amountis not specific to any Tool (a “Non Specific Spare Part”); (c) there 5.4.3 the Tool Price for any Tool, and all related Accessories, Manuals and Spare Parts may be nil. The Non Specific Spare Part Price for any Non Specific Spare Part shall be deducted an amount, if any, by which nil; 5.4.4 the Estimated Net Cash Amount exceeds aggregate of all Tool Prices and Non Specific Spare Part Prices shall not exceed the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”Purchase Price. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any 5.5 Within 45 days of the adjustments date of this Agreement, in order to identify the Spare Parts to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment transferred to the Purchaser, the Seller shall perform an audit of its inventory of the Spare Parts and amend, update or make any corrections to Schedule 5 as necessary and appropriate (the “Initial Spare Parts Inventory”) and shall submit such Initial Spare Parts Inventory to the Purchaser for review. Such Initial Spare Parts Inventory shall inter alia determine all Non Specific Spare Parts and all Non Specific Spare Parts Prices. The Seller shall review and maintain its record of inventory of Spare Parts on each Transfer Date or Spare Parts Transfer Date and update Schedule 5 as necessary and appropriate, to take into account all spare parts (including Non Specific Spare Parts) as have been transferred to the Purchaser on any Transfer Date or Spare Parts Transfer Date and any Consumed Spare Parts. On the “Last Spare Parts Transfer Date” (being the date on which risk in and title to the Vendors’ Respective Proportions, in accordance with last remaining Spare Parts on the provisions Initial Spare Parts Inventory shall pass to the Purchaser and which shall be the later of the last Transfer Date or the last Spare Parts Transfer Date) the Seller shall perform a final audit of its inventory of Spare Parts and produce a final version of Schedule 10. 3.8 The Purchaser 5 containing the inventory of Spare Parts as of such Last Spare Parts Transfer Date, which shall pay specify all the Spare Parts (including all Non Specific Spare Parts) which were transferred to the Vendors Purchaser and all Consumed Spare Parts (the Earn-out Payments in accordance with “Final Spare Parts Inventory”) and shall submit such Final Spare Parts Inventory to the provisions of Schedule 9Purchaser for review. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price As a material inducement to and in consideration for Employee entering into this Release, and subject to the sale terms and conditions of this Release, the Shares shall be Severance Plan and the aggregate of: (a) Participation Agreement, the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied Company agrees as follows: (aa. As a substitute for the cash severance benefit set forth in Section 2(a)(1) of the payment at Completion by Participation Agreement, Employee shall continue to receive her current base salary for a period of 18 months, commencing on the Purchaser first payroll period following the effective date of this Release, subject to the Vendors in their Respective Proportions terms and provisions (including the form of and conditions required for full payment) of the Initial Consideration less Participation Agreement and the Secured Amount Severance Plan. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company will pay the full amount of COBRA premiums as set forth in accordance with Clause 22.1; (bSection 2(a)(3) the payment at Completion by the Purchaser of the AP Secured Amount into Participation Agreement for a period of up to 15 total months, subject to the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with terms of the provisions of Schedule 10 Participation Agreement and the AP Charge; andPlan. (cc. Employee shall become vested in the stock options and equity compensation awards to the extent shown on Exhibit A under the column entitled “Shares Accelerated Pursuant to Severance Plan & Participation Agreement”, pursuant to the terms of Section 2(a)(2) the payment at Completion by the Purchaser of the MP Secured Amount Participation Agreement. Following the Separation Date and taking into account the MP Blocked Account to be heldvesting acceleration described in the foregoing sentence, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration Employee shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments vested in Employee’s stock 198183625 v3 options and equity awards to the Initial Consideration set out extent shown on Exhibit A under the column entitled “Total Vested Shares as of Separation Date”, and Employee shall cease to vest in Clause 3.3 shall be aggregated any further stock options and netted off against each other such that no amount shall be payable by either the Purchaser equity compensation awards and all stock options and equity awards (whether vested or the Vendors (as the case may beunvested) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined will terminate pursuant to Schedule 7. 3.5 Neither their terms. Notwithstanding the Purchaser nor foregoing, effective immediately prior to the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Separation Date, the Purchaser post-termination exercise period during which Employee may exercise Employee’s vested stock options following the Separation Date (which, under the terms of such options, is three months following the Separation Date) shall be extended to May 5, 2020, subject to earlier termination in the event of a change in control or (corporate transaction as set forth in the case may be) terms of the Vendors shall make equity incentive plan under which the following payment: (a) if the Final Initial Consideration exceeds the Initial Considerationequity awards were granted. Employee understands and agrees that, the Purchaser shall pay with respect to any of Employee’s options that qualify as of immediately prior to the VendorsSeparation Date as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or as amended (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing PaymentISOs”), then the Vendors and amendment of Employee’s stock options to extend the Purchaser shall jointly instruct post-termination exercise period will immediately disqualify the Security Bank “ISO” status of such ISOs that are “in the money” (i.e., have an exercise price per share less than the value of the Company’s common stock) and, with respect to pay any such ISOs that are not in the Vendor Balancing Payment money, will re-start the ISO holding period for such ISOs. By executing this Release, Employee consents to the Purchaseramendment of her ISOs to extend the post-termination exercise period and accelerate the ISOs to the extent described in Exhibit A and Employee expressly acknowledges that Employee has consulted with her tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this Section 2(c), the Employee’s stock options will continue to be subject to the terms and conditions of the equity plans and stock option grant notices and agreements under which they were granted. d. Employee acknowledges that she is not eligible for the severance benefits described in this Section 2 in the Vendors’ Respective Proportions, in accordance with the provisions absence of Schedule 10her execution and non-revocation of this Release. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for 3.01 On the sale effective date of the Shares this AGREEMENT, CNS shall pay TRUTEK a first Annual Minimum Royalty of [Confidential Treatment Requested] and shall pay that same amount on all subsequent Anniversary Royalty Dates. All Annual Minimum Royalty payments shall be fully creditable against running royalties, but only against such running royalties as may accrue within the aggregate of:twelve months following the Anniversary Royalty Date upon which a payment is made. All initial and minimum annual payments from all sub-licenses shall be shared 50/50 between CNS and TRUTEK. (a) If TRUTEK believes that CNS has not made the Initial Consideration payments due under this AGREEMENT, TRUTEK may give written notice to CNS requesting CNS to make such payment. If CNS does not make payment within 30 days, TRUTEK will have the right to obtain the review of CNS's relevant books and records by an independent certified public accountant to be appointed by agreement of the parties, which agreement shall not be unreasonably withheld. If CNS fails to make such payment as adjusted pursuant the independent certified public accountant determines to Clause 3.3; andbe due within 30 days of written notice to CNS of such amount, then this AGREEMENT shall terminate. Either party shall have the right to dispute the amount of the royalty in a court of competent jurisdiction following the written notice of the amount the independent certified public accountant has determined is due. (b) CNS shall pay TRUTEK a royalty of 5% of Gross Revenue of Licensed Products sold, except for Licensed Products not sold by CNS to a sublicensee which are incorporated into a sublicensee's existing product or where the Earn-out Payments Licensed Product functions as a value added item in the sublicensee's product. Such royalty shall accrue at the time the Licensed Product is sold by CNS, its sublicensees or Affiliates as provide din the AGREEMENT and become payable pursuant to Schedule 9as provided in paragraph 4.01. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) If Licensed Products are incorporated by a sublicensee, who did not purchase the payment at Completion by Licensed Products form CNS, into an existing product or where the Purchaser Licensed Product functions as a value added item in the sublicensee's product, CNS shall pay TRUTEK a royalty of 50% of the MP Secured Amount into royalty received from the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Chargesublicensee by CNS. 3.3 Subject 3.03 The obligation to Clauses 3.4 and 3.5pay royalties to TRUTEK under this AGREEMENT is imposed only once with respect to the same unit of Licensed Product. Royalties due pursuant to Section 3.02 shall accrue when the Licensed Product is shipped or billed to a third party, the Initial Consideration whichever first occurs. 3.04 If CNS terminates this AGREEMENT under Article 89 hereof, CNS shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any relieved of the adjustments obligation to be made pursuant to Clause 3.3. 3.6 Within five Business Days make any further payments under this AGREEMENT accruing after receipt by TRUTEK of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1notice of termination. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for signing this Agreement and General Release and compliance with the promises made herein, Employer agrees: a. to pay Employee the equivalent of one year's salary, $162,500 (One Hundred Sixty Two Thousand Five Hundred Dollars and No Cents), less lawful deductions, to be paid out by direct deposit over one year in installments coinciding with usual semi-monthly payroll of Employer, except that the first portion of the one year salary (for the sale period from June 8, 2002 through the payroll period immediately preceding expiration of the Shares revocation period) shall be paid in a lump sum, less lawful deductions, by direct deposit within ten days after the aggregate of:end of the revocation period; b. to continue Employee's medical, dental and prescription insurance for one year, deductions for said benefits to be taken out of semi-monthly and lump sum installments described in subsection 2(a), above. Employee's contribution shall be no greater than employee's contribution would have been if she were still employed by the Employer; c. to commence the period of Employee's receipt of COBRA on June 8, 2003, at the end of the salary continuation period at her own expense; d. to provide Employee with outplacement services with Drake, Beam and Morin in the Senior Executive Program for the period of six mont▇▇, ▇o commence at Employee's option at any time within two months after the end of the revocation period. After six months, Employer has the right to evaluate Employee's use of said services, and thereafter, Employer may extend outplacement services on a month-to-month basis for the period of up to one year, at the Employer's discretion. If Employee obtains employment at any time during the one year period, Employee shall be obligated to inform Employer within five days of accepting an offer of full-time employment and the outplacement services shall cease upon Employer's receipt of such notice; e. to provide Employee with additional time to exercise any Stock Options which vested on or before June 7, 2002, to September 7, 2003 or, if Employee elects a lump sum payment as provided in paragraph 2(g) herein, Employee shall have three months from the date she informs Employer of her election to exercise her vested Stock Options as provided in paragraph 2(g)(3); f. to pay Employee a one-time lump sum payment of Seventeen Thousand Five Hundred Dollars (a$17,500), less lawful deductions, within ten days after the end of the revocation period by direct deposit; g. if Employee obtains employment or decides for any other reason at any time prior to the cessation of her salary continuation as provided in paragraph 2(a), Employee may elect a lump sum payment (to be paid by direct deposit within ten days of the request) of the Initial Consideration then remaining salary continuation as adjusted pursuant to Clause 3.3provided in paragraph 2(a). If Employee makes such an election: (1) Employee's medical, dental and prescription insurance benefits as provided in paragraph 2(b) shall be discontinued, (2) Employee shall immediately become eligible for COBRA; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In accordance with the Offer Letter, and in consideration of the terms, representations, promises, waivers and releases contained in this Agreement, the Company will provide Executive with the following payments and benefits, conditioned upon (i) Executive’s execution and return to the Company of the Release no earlier than the Separation Date and no later than twenty-one (21) days following the execution date hereof, and (ii) Executive’s not revoking, or attempting to revoke the Release prior to the “Effective Date” (as defined in the Release): a. A severance payment in the amount of $215,522.00, minus all tax withholdings required by law and other authorized deductions, which amount is equal to nine months of Executive’s base salary, as in effect immediately prior to the Separation Date, to be paid in a lump sum on February 22, 2013. b. Executive shall receive his annual incentive bonus (the “Annual Bonus”) for 2012 and prorated for 2013 which is in the amount of $138,523.53, minus all tax withholdings required by law and other authorized deductions, to be paid on February 22, 2013. c. Certain Restricted Stock Units (“RSUs”) granted to Executive pursuant to the ▇▇▇▇▇▇ Resources, Inc. 2010 Stock Incentive Plan (the “Plan”) that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the sale period of employment, which vesting shares total 40,866 shares, and as soon as administratively practicable the Company shall thereupon cause to be issued fully paid and non-assessable shares of ▇▇▇▇▇▇ common stock (“Shares”) to the Executive with respect to the vesting RSUs. The Company will withhold Shares otherwise issuable upon vesting of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount RSUs in accordance with Clause 22.1; (b) the payment at Completion prior practice to satisfy tax withholdings required by the Purchaser law and other authorized deductions on account of the AP Secured Amount into vesting of the AP Blocked Account RSUs and delivery of the shares of common stock to be held, dealt with, released, paid Executive. d. Certain Stock Options granted to you pursuant to the Plan to purchase ▇▇▇▇▇▇ common stock that are unvested and transferred in accordance unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the provisions Company) shall vest time-prorated for the period of Schedule 10 employment during such year, which vesting Stock Options are 10,139 of the Stock Options exercisable at $2.42 per share granted on March 5, 2010, such Stock Option are non-forfeitable and immediately exercisable as of the Separation Date continuing until January 25, 2014, at which time all unexercised Stock Options granted to Executive shall expire. e. You shall pay 10% and the AP Charge; and (c) the payment at Completion by the Purchaser Company shall pay 90% of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be premiums otherwise payable by either you and your eligible dependents under Company provided coverage for health benefits through January 25, 2014 (or until such earlier time as Executive ends his participation in such coverage) provided you elect continuation coverage under the Purchaser or the Vendors Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing PaymentCOBRA”), then within the Vendors time period prescribed under COBRA. You hereby instruct the Company to take the 10% of the premium portion payable by you from the cash severance payment described above in Section 2 a. Commencing January 26, 2014, you will be responsible for the payment of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums or those of your eligible dependents. f. Executive’s 401(k) retirement plan contributions have been or will be made for the period ending on the Separation Date. As required by applicable ERISA and 401(k) Plan rules and regulations, the Company’s matching obligations and the Purchaser Executive’s participation in the Company’s 401(k) Plan will cease on or before February 22, 2013. Executive instructs the Company to take from the severance payment described above in 2 a. the maximum contribution which Executive can make for 2013, and the Company shall jointly instruct make matching contributions by the Security Bank end of the first quarter of 2013. Nothing in this Agreement is intended to pay alter or modify Executive’s right to any benefit to which Executive is entitled under the Vendor Balancing Payment Company’s 401(k) Plan prior to the PurchaserSeparation Date. All such contributions are and shall remain subject to the terms of such plan and Executive’s rights thereunder, in the Vendors’ Respective Proportionsas well as all applicable ERISA and Internal Revenue Service statutes, in accordance with the provisions of Schedule 10rules and regulations. 3.8 The Purchaser shall g. Other than as specifically provided for in this Agreement, Executive represents, warrants and acknowledges that the Company owes Executive no wages, salaries, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay to the Vendors the Earn-out Payments in accordance with the provisions or any other compensation, benefits, payments or remuneration of Schedule 9any kind or nature. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for signing this Agreement and General Release (“Agreement”), and complying with its terms, including the sale restrictive covenants in paragraph “11” and the notification requirements in paragraph “12” of the Shares shall be the aggregate ofthis Agreement, Employer agrees: (a) to pay to Employee Six Hundred Ninety Six Thousand Dollars and no Cents ($696,000.00), less usual and customary payroll deductions over the Initial Consideration as adjusted pursuant to Clause 3.3eighteen (18) month period immediately following the Separation Date (the “Severance Period”); and (b) provided that notwithstanding the Earn-out Payments foregoing, in no event shall any installment of severance payable pursuant to Schedule 9. 3.2 The Initial Consideration shall the foregoing sentence be satisfied as follows: (a) the payment at Completion by the Purchaser paid prior to the Vendors thirtieth (30th) day following the Separation Date (the “Delayed Start Date”) and any such installment of severance that otherwise would have been paid between Employee’s Separation Date and the Delayed Start Date shall instead be paid in their Respective Proportions of a lump sum on the Initial Consideration less the Secured Amount in accordance with Clause 22.1Delayed Start Date (without interest); (b) subject to (x) Employee’s timely election of continuation coverage under COBRA and (y) Employee’s continued copayment of premiums at the payment at Completion by the Purchaser same level and cost to Employee as if Employee were an active employee of the AP Secured Amount into Employer, the AP Blocked Account Employer shall continue to be heldpay the premiums for Employee’s health insurance coverage during the Severance Period to the same extent that the Employer paid for such coverage immediately prior to Employee’s termination, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser a manner intended to avoid any excise tax under Section 4980D of the MP Secured Amount into Internal Revenue Code of 1986, as amended, subject to the MP Blocked Account to be held, dealt with, released, paid eligibility requirements and transferred in accordance with other terms and conditions of such insurance coverage. Notwithstanding the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5foregoing, the Initial Consideration Employer payments described in this Section 1(b) shall be adjusted end as follows: of the date Employee becomes eligible to participate in another employer-sponsored group health plan as a result of his employment (aa “New Plan”) there shall be added an amount, if any, by which regardless of whether Employee actually enrolls in such New Plan. Employee agrees to notify the Net Working Capital Amount exceeds Employer in writing within one (1) day following the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amountdate Employee becomes eligible to participate in a New Plan; (c) there shall be deducted an amountto pay to Employee Fifty Thousand Dollars and no Cents ($50,000) in connection with Employee’s relocation from Quincy, if anyIllinois, by which less usual and customary payroll deductions, within ten (10) business days after the Estimated Net Cash Amount exceeds the Net Cash Amountrevocation period for this Agreement expires; and (d) there shall be added an amountEmployer will provide outplacement assistance to Employee through ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ & Associates, if any, by which Inc. during the Net Cash Amount exceeds twelve month period immediately following the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”Separation Date. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In full consideration and as material inducement for Employee’s signing of this Agreement, the sale sufficiency of which is hereby acknowledged, the Shares shall be the aggregate ofEmployer agrees that: (a) Upon the Initial Consideration as adjusted pursuant Separation Date, the Employer agrees to Clause 3.3; and (b) make the Earnfollowing post-out Payments payable pursuant employment payments to Schedule 9. 3.2 The Initial Consideration shall be satisfied as followsthe Employee: (ai) Employer will pay Employee a severance benefit equal to eighteen (18) months of Employee’s then existing base salary less all legally required deductions to be paid in substantially equal installments on each of the payment at Completion Employer’s regular payroll dates falling between the Separation Date through November 2, 2009 (“Severance Period”). (ii) In the event that upon his Separation Date on May 2, 2008, the Employee elects COBRA continuation coverage to provide for health benefits for himself (and, if applicable, eligible dependents), such will be paid for by the Purchaser Employer, less the portion of the premium cost paid by active employees for said coverages through November 2, 2009, or until Employee notifies the Employer that he has obtained health insurance coverage elsewhere and no longer wishes to be covered under the Employer’s plan, whichever is earlier. It is understood that Employee’s coverages under all Employer benefit plans other than its group medical, dental, vision and drug plan(s), including, but not limited to, retirement, disability, accidental death and dismemberment, life insurance, vacation and stock plans cease as of the May 2, 2008. (iii) As soon as practical after the Separation Date Employee shall be entitled to delivery of previously granted shares of Class A Common Stock pursuant to the Vendors in their Respective Proportions terms of the Initial Consideration less Restricted Stock Grants made to the Secured Amount Employee totaling 55,409.3465 shares delivered in accordance with Clause 22.1;the terms and conditions of the Restricted Stock Agreements (including any tax withholding obligations). (biv) Employee shall not be entitled to receive any Performance Shares pursuant to Performance Stock Awards previously granted to Employee and as such said grants are hereby cancelled. (v) Employee shall be entitled to exercise any outstanding stock options awards previously granted to Employee to the payment at Completion by the Purchaser extent vested as of the AP Secured Amount into the AP Blocked Account to be heldMay 2, dealt with2008, released, paid and transferred all in accordance with the provisions of Schedule 10 each specific option grant. Those outstanding stock options grants not vested as of May 2, 2008, but having been granted on or before May 2, 2005 shall accelerate and will be 100% vested as of May 2, 2008. Any and all stock option awards, to the AP Charge; andextent not vested as of May 2, 2008 shall be forfeited unless modified herein. (cvi) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account All vested stock options and restricted stock are being delivered to be held, dealt with, released, paid and transferred Employee in accordance with the provisions of Schedule 10 and Severance Program adopted by the MP ChargeCompensation Committee Officers. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 (a) The purchase price for aggregate consideration paid by the sale of the Shares Purchaser under this Agreement shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; andRenewal Commissions. (b) The Purchaser shall pay the Earn-out Payments payable pursuant Seller Insurer Party $10,000,000 as an advance, nonrefundable payment of Renewal Commissions due to Schedule 9. 3.2 the Seller Insurer Party (the "Initial Advance Renewal Payment"). The Initial Consideration foregoing amount shall be satisfied as follows: (a) reflected on the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount Preliminary Cash Settlement Statement and paid in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser Section 2.4. The remaining amount of the AP Secured Amount into the AP Blocked Account to Renewal Commissions shall be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; andSection 2.5(d). (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account The amounts required to be heldpaid under the Retrocession Agreement within 3 Business Days after the Closing Date together with the Renewal Commissions (collectively, dealt with, released, the "Purchase Price") shall be reflected on the Preliminary Cash Settlement Statement and paid and transferred in accordance with Section 2.4. (i) As additional consideration for the provisions of Schedule 10 transactions contemplated by this Agreement and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial ConsiderationRelated Documents, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling Seller Insurer Party an aggregate amount equal to the Applicable Renewal Percentage of the Renewal Premium Amount (the "Renewal Commission"). (i) The Purchaser and the Seller Insurer Party agree that in the event that the aggregate amount of Renewal Commissions to be paid by the Purchaser to the Seller Insurer Party on Renewal Contracts written during the first one year period after the date of the Closing exceeds $10,000,000, such excess in accordance Renewal Commission shall be paid by the Purchaser to the Seller Insurer Party on a monthly basis within 10 days after the end of each calendar month beginning with Clause 22.1; orthe calendar month during which the aggregate Renewal Commissions exceed $10,000,000. (bii) if On the Initial Consideration exceeds one year anniversary of the Final Initial Consideration then each Vendor shall payClosing, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors Seller Insurer Party $5,000,000 as a second advance, nonrefundable payment of any Renewal Commissions due to the EarnSeller Insurer Party (the "Second Advance Renewal Payment"). In the event that the aggregate amount of Renewal Commissions to be paid by the Purchaser to the Seller Insurer Party on Renewal Contracts written during the second one-out Payments in accordance year period after the date of the Closing exceeds $5,000,000, such excess Renewal Commission shall be paid by the Purchaser to the Seller Insurer Party on a monthly basis within 10 days after the end of each calendar month beginning with the provisions of Schedule 9calendar month during which the aggregate Renewal Commissions exceed $5,000,000. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance (iii) The aggregate sum of doubt, be treated as adjusting the Initial Consideration, thus resulting in Advance Renewal Payment and the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments Second Advance Renewal Payment made pursuant by the Purchaser to Schedule 9, shall, the Seller Insurer Party is a minimum Renewal Commission and is not subject to adjustment pursuant to Clause 22.2, be adopted repayment by the Seller Insurer Party for all Tax reporting purposesany reason.

Consideration. 7.1 In consideration of the license under Existing Patents of SEI granted under Article 3 herein to AMSC, AMSC shall pay to SEI an amount equal to [**] percent of the Fair Market Value of Wire Products, and of Wire Products contained in Products, made, sold, or leased by AMSC, and AMSC’s sublicensees under Article 3.1 or 3.2, in the Consideration Territory. Only one royalty shall be due with respect to any given Wire Product or Wire Product contained in a Product, irrespective of the number of different countries in the Consideration Territory where such Wire Product or Product is made, sold or leased, and irrespective of the value of the product of which the Product may be a part. When all of the Existing Patents expire in all of the countries of the Consideration Territory where a given Product is made, sold, or leased, then no payment set forth above for that Product will be required, but the payment obligation in other countries in the Consideration Territory where unexpired Existing Patents exist shall remain for Products made, sold, or leased in those other countries. No payment obligation will be required on any Product outside the Consideration Territory. The purchase price payments due hereunder for Products made, sold, or leased during the period from January 1 to June 30 of any year shall be made by September 1 of that year, and the payments for Products made, sold, or leased during the period from July 1 to December 31 of any year shall be made by March 1 of the next year. At the time of each payment AMSC shall furnish SEI with a detailed report setting forth the basis for the sale payment. 7.2 In consideration of the Shares license under Existing Patents of AMSC granted under Article 3 herein to SEI, SEI shall pay to AMSC an amount equal to [**] percent of the Fair Market Value of Wire Product, and Wire Products contained in Products, made, sold or leased by SEI and SEI’s sublicensees under Article 4.1 or 4.2 in the Consideration Territory. Only one royalty shall be due with respect to any given Wire Product or Wire Product contained in a Product, irrespective of the aggregate of: (a) number of different countries in the Initial Consideration as adjusted pursuant Territory where such Wire Product or Product is made, sold, or leased, and irrespective of the value of the product of which the Product may be a part. When all of the Existing Patents expire in all of the countries of the Consideration Territory where a given Product is made, sold, or leased, then no payment set forth above for that Product will be required, but the payment obligation in other countries in the Consideration Territory where unexpired Existing Patents exist shall remain for other Products made, sold, or leased in those other countries. No payment obligation will be required on any Product outside the Consideration Territory. The payments due hereunder for Wire Products made, sold, or leased during the period from January 1 to Clause 3.3; and (b) June 30 of any year shall be made by September 1 of that year, and the Earn-out Payments payable pursuant payments for Products made, sold, or leased during the period from July 1 to Schedule 9December 31 of any year shall be made by March 1 of the next year. At the time of each payment SEI shall furnish AMSC with a detailed report setting forth the basis for the payment. 3.2 The Initial Consideration 7.3 In consideration of the license under the Existing and Future Patents of SEI granted to AMSC under Article 3, AMSC shall be satisfied as follows: pay to SEI an amount of [**] US dollars (aUS$[**]) on or before ten (10) business days after the payment at Completion by last signature date of this Agreement (the Purchaser “Signature Date”). Further, on or before July 11, 2003, AMSC shall pay to SEI an additional [**] US dollars (US$[**]). Also, on or before ten (10) business days after Signature Date, each Party shall pay to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amountother Party all royalties due, if any, pursuant to Articles 7.1 and 7.2 from the Effective date through the Signature Date. AMSC shall pay SEI an additional amount of [**] US dollars (US$[**]) by the later of April 10, 2004 or within ten (10) business days after an Agreement between AMSC and SEI sublicensing to AMSC Bi-based superconductor patents which includes the Net Working Capital Amount exceeds patents [**] is signed by both Parties (“The Third Payment”). This Agreement will continue in full force and effect, subject to the Estimated Net Working Capital Amount;termination provisions of Article 9, and all royalty payments due pursuant to Articles 7.1 and 7.2 shall continue to be due irrespective of whether [**] has been signed by the Parties. If the [**] is not and will not be signed by the Parties, then AMSC shall have no obligation to pay The Third Payment to SEI pursuant to this Article. (b) there 7.4 All payments due to AMSC under this Agreement shall be deducted an amount, if anynon-refundable and shall be remitted in US dollars at the then current rate of exchange, by which telegraphic transfer to the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount;following account of AMSC: Fleet National Bank ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇-▇▇▇ (ABA #) [**] (Account #) American Superconductor Corporation (Account Name) (c) there 7.5 All payments due to SEI under this Agreement shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there non-refundable and shall be added an amount, if any, remitted by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments telegraphic transfer in United States Dollars to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be following account of SEI: Sumitomo Mitsui Banking Corporation Osaka Head Office 6-5, Kitahama 4-chome, ▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇▇▇▇ Account No.: [**] 7.6 All taxes payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any a result of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days payment of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay monies due to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess SEI in accordance with Clause 22.1; orthis Article 7 shall be borne by SEI. If required to deduct tax at source from any payments made to SEI, AMSC shall provide SEI with a statement or certificate showing the amount of tax so paid in respect of the said monies duly signed by an appropriate tax official. (b) if 7.7 All taxes payable as a result of the Initial Consideration exceeds payment of the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, monies due to the Purchaser an amount in cash in pounds sterling equal to such excess AMSC in accordance with Clause 22.1. 3.7 this Article 7 shall be borne by AMSC. If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be deduct tax at source from any payments made under Clause 3.6 shallto AMSC, for SEI shall provide AMSC with a statement or certificate showing the avoidance amount of doubt, be treated as adjusting tax so paid in respect of the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposessaid monies duly signed by an appropriate tax official.

Consideration. 3.1 i. In consideration of the license granted hereby, Subscriber shall pay to BARC such license fee, as will be set out in the SOW (“License Fee”). ii. The purchase price payment terms applicable for the sale License Fee shall be set out in the SOW. Subscriber understands and agrees that in the event of delay in payment of the Shares License Fee beyond the periods stipulated in the SOW, then without prejudice to BARC’s right to terminate this Agreement, Subscriber shall be required to pay such interest, as set out in the aggregate of:SOW, which will be applicable from the due date of payment till the actual date of payment. iii. The License Fee is exclusive of any Goods and Services Tax(“GST”) and or any other similar succeeding tax or any other applicable statutory tax, which shall be borne by the Subscriber in addition to the License Fee. The Subscriber shall always comply with the applicable GST laws. iv. The Subscriber shall be entitled to use the Licensed Data (areceived during the Term of this Agreement), post termination or expiry of this Agreement for the Purposes, upon payment of annual fee (“Past Data Fee”). For the purpose of the Agreement “Past Data Fee” will be calculated at 15% of annual License Fees for the last 12 months of subsistence of an SOW (or on a pro rata basis if the last SOW was in subsistence for a shorter period). For avoidance of doubt, it is clarified that the Past Data Fee shall be payable only in the event of termination or expiry of this Agreement. v. The Parties have agreed that BARC shall be entitled to re-negotiate (increase or decrease) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) License Fee during the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors Term based on changes in their Respective Proportions number of the Initial Consideration less the Secured Amount Panel Households and/or changes in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account cost to be heldincurred by BARC in obtaining the Licensed Data, dealt with, released, paid and transferred or any changes to be carried out in accordance with the provisions instructions of Schedule 10 and board of directors of BARC. The revised License Fee shall be applicable from the AP Charge; and (c) the payment at Completion date stipulated by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP ChargeBARC. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration vi. All payment shall be adjusted made in Indian Rupees. Subscriber shall make payments under this Agreement in the name of “Broadcast Audience Research Council” payable at Mumbai on the due date or by way of bank transfer, as follows:per the bank details mentioned below: Name of Bank : Kotak Mahindra Bank Ltd Address : ▇▇▇▇ ▇▇▇▇▇ CHS Ltd, ▇▇▇▇ ▇▇.▇, ▇▇ & ▇▇ ▇▇ ▇▇▇▇▇, ▇▇. Bababsaheb Ambedkar Road, ▇▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇. Branch : Parel Current A/c no 2012181777 IFSC code : KKBK0000640 (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors vii. Subscriber shall be entitled to include deduct only the applicable withholding tax on the License Fee, before paying the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination DateBARC, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with per the provisions of Schedule 10. 3.8 The Purchaser the Income Tax Act, 1961. Subscriber shall pay to provide BARC with the Vendors the Earn-out Payments requisite TDS certificates in accordance with time under the provisions of Schedule 9. 3.9 Any payments the Income Tax Act, 1961. Subscriber shall be required to be made under Clause 3.6 shall, for provide the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Considerationtax deduction certificate (TDS) evidencing such deduction. The Final Initial ConsiderationTDS certificate will be provided within 30 days of each payment or before the end of the financial year if it falls before the 30 days of a payment being made or as required by law, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposeswhichever is earlier.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) The Company agrees to pay you the Initial Consideration total amount of ONE HUNDRED THOUSAND DOLLARS ($100,000), less state, federal, FICA and other applicable withholding and authorized deductions, in consideration for a Release of Claims by you in Paragraph 11 and the Release of Age Discrimination Claim by you, set forth in Paragraph 12 of this agreement. You also agree to execute the General Release attached as adjusted pursuant Exhibit 1 on or after March 31, 2014 as a material term and condition of this Agreement. This payment shall be made on the date, which is the later of the expiration of the seven (7) day, right to Clause 3.3; andrevoke this agreement, as specified in Paragraph 12, or October 1, 2014. (b) In consideration for your agreement not to compete and not to solicit employees as set forth in Paragraph 10 of this Agreement, the EarnCompany shall pay to you a payment in the total amount of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000), (the “Non-out Payments payable pursuant to Schedule 9. 3.2 Compete Payment”). The Initial Consideration Non-Compete Payment shall be satisfied as follows: paid to you in (a2) the payment at Completion installments. The first installment of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) shall be made on October 15, 2014. The second installment of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) shall be made on March 1, 2015. Unless agreed to in writing by the Purchaser parties to this agreement prior to payment of Non-Compete Payment, all applicable state, federal, FICA and other mandated tax withholdings will be withheld from the Non-Compete Payments. ______________ 1 You will be eligible to continue to participate in the Company’s plans concerning medical benefits, dental benefits, vision benefits, EAP, life insurance, the Company’s pension plan, 401(k) plans, Pension Restoration Plan, Savings Restoration Plan, Sick Pay Plan, Vacation Plan, Long Term Disability Plan, and NiSource Inc. Executive Deferred Compensation Plan. For purposes of each of these plans, your termination date will be your Separation Date, and all payments under these plans will be based upon the terms and conditions of these plans. You will also remain eligible to participate in the Company’s 2013 Incentive Plan. Notwithstanding anything herein to the Vendors contrary, in their Respective Proportions the event of a breach by you of any of the Initial Consideration less the Secured Amount provisions contained in accordance with Clause 22.1; Paragraph 10 of this Agreement, and such breach is not otherwise cured within five (b5) the payment at Completion by the Purchaser business days following your receipt of written notice of the AP Secured Amount into breach from the AP Blocked Account Company, you shall immediately: (i) be obligated to be held, dealt with, released, paid repay any portion of the Non-Compete Payment received by you; and transferred in accordance with (ii) shall forfeit the provisions right to receive any and all remaining installments of Schedule 10 and the AP Charge; andNon-Compete Payment. (c) In addition, you will continue to receive financial and tax planning services through Ayco at the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be heldCompany’s expense through March 31, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge2016. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount Executive’s entering into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5this Agreement, the Initial Consideration Company shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall provide and/or pay to the VendorsExecutive the payments and benefits described in this Section IIIA, subject to (i) the Executive’s continued full-time employment with the Company through the Termination Date, provided, however, that if Executive’s employment with the Company shall terminate at any time after the Effective Date and before the Termination Date as a result of Executive’s death, termination of employment for Disability (as defined in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”Employment Agreement), then the Vendors and the Purchaser shall jointly instruct the Security Bank termination of employment by Executive due to pay the Vendor Balancing Payment to the Purchaser, occurrence of Constructive Termination (as defined in the Vendors’ Respective ProportionsEmployment Agreement), in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, (provided that for the avoidance of doubt, the Executive’s ceasing to serve as Chief Executive Officer as of the Effective Date and serving as Advisor to the Chief Executive Officer shall not constitute Constructive Termination), or termination of employment by the Company without Cause (as defined in the Employment Agreement), then, in lieu of any payments or benefits to be paid or provided to Executive under Section 5(b) of the Employment Agreement, the payments and benefits set forth in this Section IIIA and in Section IIIB of this Agreement shall be made to Executive (provided that the Executive executes an irrevocable release of claims in the time frame and manner required under the Employment Agreement), and for this purpose the date of such termination of Executive’s employment shall be treated as adjusting the Initial ConsiderationTermination Date; and (ii) the Executive’s execution and delivery, thus resulting during the 60-day period following the Termination Date, of the general waiver and release of claims in the Final Initial Considerationform attached hereto as Exhibit A (the “Release”) and non-revocation of the Release by the Executive during the seven-day revocation period set forth in the Release and (iii) Executive’s continued compliance with Executive’s obligations (including without limitation the restrictive covenants set forth in Section IV) hereunder, provided, that an isolated and nonrecurring good faith failure of the Executive to comply with Section 1B or ID of this Agreement (which the Executive promptly cures, if capable) shall not be a violation of this clause (iii): 1. The Final Initial Considerationon the first business day immediately following the 6-month anniversary of the Termination Date (the “Delayed Payment Date”), together a lump sum cash amount equal to $3,712,500 (plus interest thereon from the Termination Date to the date immediately prior to the date of payment equal to the national average rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the Termination Date); 2. a lump-sum cash amount equal to the annual bonus the Executive would have earned with respect to fiscal year 2010 based on actual performance for fiscal 2010, prorated based on the number of weeks the Executive was employed through the Termination Date during fiscal year 2010 (the “Pro Rata Bonus”) and the Pro Rata Bonus shall be payable in 2010 at the same time bonuses for 2010 are payable to other senior executives of the Company; 3. on the date that is eight (8) days after the Executive executes the Release (provided that the Executive has not revoked the Release during the seven-day revocation period set forth therein) (such eighth (8th) day, the “Payment Date”), a lump sum cash payment of the Executive’s LTIP award of $1,237,500; 4. from the Delayed Payment Date until December 31, 2010, the right to purchase the Company owned or leased vehicle that the Executive currently uses for $100; provided that on the Termination Date, the Executive shall pay the Company $10,500 for usage of the vehicle during the period from the Termination Date to the Delayed Payment Date, and the Company shall pay the Executive $10,500 on the Delayed Payment Date; 5. until September 30, 2012, except for the benefits provided by Sections IIIA 6 and IIIA 7 of this Agreement, the Executive and Executive’s eligible dependents may continue to participate in the welfare benefits which are substantially similar to those provided to the Executive and his dependants by the Company immediately prior to the Termination Date, at no greater cost to the Executive than the cost to the Executive immediately prior to the Termination Date, and which include long term care and long term disability insurance (provided that if the Executive is covered under a new employer plan, then the Company shall only reimburse the Executive for the excess, if any, of the cost of such benefit coverage over the cost immediately prior to the Executive’s termination of employment); 6. reimbursement for tax preparation and financial planning services for a period of 10 years after the Termination Date, provided that the Executive provides appropriate documentation for any Earn-out Payments expenses incurred with respect to such services; and provided further that such reimbursement shall not exceed thirty thousand dollars ($30,000) per year and reimbursements for any calendar quarter should be made within fifteen (15) days following the close of such quarter (“Tax Preparation”); 7. for a period of ten (10) years following the Termination Date, Company shall provide the Executive and his spouse with continuing medical (including the Company’s Medical Expense Reimbursement Plan), dental, and life insurance benefits substantially similar to those provided to the Executive and his spouse by the Company immediately prior to the Termination Date at no greater cost to the Executive than the cost to the Executive immediately prior to such date (“Welfare Continuation”), and in the case of such continuing medical and dental benefits coverage, the Company will impute as taxable income to the Executive an amount equal to the actuarial cost of such coverage in excess of the applicable employee contribution paid by the Executive for such coverage for each year or portion thereof in which such coverage is provided to Executive and his spouse; 8. on the Payment Date, a special one time lump sum cash payment of $1,800,000; and 9. on the Payment Date, the restrictions on the Executive’s restricted stock (222,222 shares) granted to the Executive on or about October 22, 2009 pursuant to Schedule 9the Company’s 2009 Incentive Plan and in accordance with the Company’s Restricted Stock Award Agreement (collectively, shallthe “Plan”) shall lapse and, subject on such date, the Company shall deliver to adjustment pursuant the Executive such shares less shares withheld to Clause 22.2satisfy Company required tax withholding relating to the vesting of such shares. For the avoidance of doubt, the Executive shall not be adopted granted any equity or equity based awards in addition to the shares described in the immediately prior sentence. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, if the Executive does not execute and deliver the Release in the time period set forth above, or if the Executive revokes such Release during the applicable seven-day revocation period set forth in the Release, then the Executive shall not be entitled to receive any payments or benefits described in Sections IIIA or IIIB (other than the Required Payments), and the Company shall not have any further obligations to the Executive under this Agreement or the Employment Agreement (including under Section IIIB) except as otherwise required by applicable law. Additionally, the Executive acknowledges and agrees that notwithstanding anything in this Agreement to the contrary, with respect to fiscal year 2010 and thereafter, following the Termination Date the Company shall not contribute any amount (whether 15% or otherwise) to a life insurance policy or supplemental life insurance policy or arrangement for all Tax reporting purposesthe Executive and no such policy or contribution shall be required under Sections IIIA(5) and IIIA(7); provided, that, the Executive will be able to receive the continued group insurance benefits under Section IIIA(7) . In addition, the Executive acknowledges and agrees that the medical and dental coverage provided above shall be in lieu of any COBRA or similar local or state law.

Consideration. 3.1 The purchase price Provided that W▇▇▇▇▇▇▇▇ complies with all of his obligations pursuant to this Agreement through the Effective Resignation Date or the Early Effective Resignation Date and, on the date that his employment terminates, executes and does not timely revoke the Release Agreement attached hereto as Exhibit B (the “Release Agreement”) and subject to the exceptions set forth in Section 7 below, the Company shall: a) Pay W▇▇▇▇▇▇▇▇ his regular base salary through the Effective Resignation Date; b) Continue W▇▇▇▇▇▇▇▇’▇ benefits, including but not limited to medical, vision, dental, life insurance and dental insurance, on the terms and conditions currently provided to W▇▇▇▇▇▇▇▇, through the Effective Resignation Date; c) Reimburse W▇▇▇▇▇▇▇▇ for any necessary and reasonable business expenses incurred by W▇▇▇▇▇▇▇▇ through the sale Effective Resignation Date/Early Effective Resignation Date, provided such expenses are compliant with Company policy and submitted for reimbursement within 30 days of Effective Resignation Date/Early Effective Resignation Date or as otherwise required by Company policy, whichever is earlier; d) Ensure that the Shares 2,765 stock options under the February 24, 2012 stock grant, which would normally vest on February 24, 2014, shall vest on the Effective Resignation Date/Early Effective Resignation Date; e) Treat the Effective Resignation Date as the Termination Date, for purposes of and as defined in the January 29, 2010 Severance Agreement between the Parties (the “CIC Agreement”) such that the Effective Resignation Date shall be the aggregate of:date on which W▇▇▇▇▇▇▇▇’▇ employment is terminated such that he is entitled to the compensation and benefits provided for in the CIC Agreement; (af) Agree, and hereby does agree, that nothing in this Agreement and none of the Initial Consideration as adjusted actions of the Parties under or pursuant to Clause 3.3; and (b) this Agreement shall be interpreted or construed as a Termination For Cause as defined in the Earn-out Payments payable pursuant to Schedule 9CIC Agreement or Paragraph 10 of the 2010 Stock Plan. 3.2 The Initial Consideration shall be satisfied g) Waive, and hereby does waive, W▇▇▇▇▇▇▇▇’▇ post-employment non-competition obligations under Section 1.1 of the Non-Competition and Non-Solicitation Agreement attached as follows: (a) the payment at Completion by the Purchaser Annex B to the Vendors in their Respective Proportions Employment Agreement as of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.Effective Resignation Date/

Consideration. 3.1 The purchase price (a) In full consideration for Executive relinquishing his rights to future employment and cancellation of Executive’s rights under the Employment Agreement, including his resignation as an officer and director of the Company, and as a material inducement for signing this Agreement, CTN will pay or provide to Executive the following: (i) conditioned upon Executive’s delivery to Holdings of the Repurchase Agreement referred to in paragraph 3(b) herein below, Executive shall receive, on the closing date of the sale of MPM pursuant to the Shares terms and conditions of that certain Stock Purchase Agreement between CTN and MPM Acquisition, Inc. (the “Termination Date”), (A) any earned by unpaid Base Salary for periods prior to the Termination Date and (B) one lump sum payment of the lesser of: (1) $175,000 or (2) the Base Salary remaining payable under the Employment Agreement as of the Termination Date, and such payment shall not cease or be reduced in the event Executive accepts other employment; and (ii) CTN shall provide to Executive and his dependents COBRA coverage under the CTN health plan, at CTN’s expense, provided, that CTN shall only maintain such insurance coverage until the earlier of August 23, 2002, or the date Executive accepts other employment and obtains health insurance coverage. Such payments shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant subject to Clause 3.3; andnormal withholdings required by law and are subject to Executive’s continued compliance with this Agreement. (b) Pursuant to that certain Equity Purchase Agreement, dated as of July 30, 2000, between Executive, CTN and Holdings, the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied Executive received a total of 58.33 Class B Management Units in Holdings, all of which remain unvested as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) date hereof (the “Vendor Balancing PaymentUnits”). The Units shall be repurchased, then as of the Vendors and Termination Date, by Holdings. Upon Holdings’ receipt of a fully-executed Repurchase Agreement (in substantially the Purchaser form included herewith as Exhibit C) from Executive, Holdings shall jointly instruct deliver a check for $58.33 to Executive as payment in full for the Security Bank to pay the Vendor Balancing Payment Units. Upon their repurchase, such Units shall be returned to the Purchaser, Pool (as defined in the Vendors’ Respective ProportionsFifth Amended and Restated Limited Liability Company Agreement of Holdings, in accordance with dated as of April 5, 2001). Executive represents and warrants that the provisions Units are owned by Executive free and clear of Schedule 10all liens, claims or encumbrances. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price I understand that in consideration for the sale my execution of the Shares shall be the aggregate of: this Release, Company agrees to: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling me an amount equal to such excess in accordance with Clause 22.1; or one year of my annual Base Salary (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”$475,000), then the Vendors less applicable deductions and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaserwithholdings, payable in the Vendors’ Respective Proportionsequal installments over a period of twelve (12) months, in accordance with the provisions Company’s regular payroll practices, commencing on the Company’s next regular payroll date following the expiration of Schedule 10. 3.8 The Purchaser the Effective Date (as defined in Section 15 herein); and (b) provided I timely and properly elect COBRA continuation coverage under the Company’s group medical insurance plans, Company will continue to subsidize my coverage in such plan(s), at no cost to me, until the earlier of (i) January 31, 2023; (ii) the date I become covered under another employer’s health plan or Medicare; or (iii) the expiration of the maximum COBRA continuation coverage period for which I am eligible under law (together, the “Severance Benefits”). Notwithstanding the foregoing, it is understood and agreed that (x) no payment shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shallor begin before the Effective Date of this Release; and (y) at the end of the period set forth in (b) above, I shall be eligible to continue coverage, pursuant to COBRA, and shall be responsible for the avoidance entire COBRA premium(s) for the entirety of doubtthe applicable COBRA continuation period. It is further understood that, should I decline to sign this Release, I will still be treated as adjusting eligible to continue participation in any of the Initial ConsiderationCompany’s group insurance plans in which I am enrolled pursuant to COBRA at my own expense. I acknowledge that I will not accrue or earn any additional or supplemental benefits of any kind by virtue of any of the Severance Benefits described above. I acknowledge that, thus resulting in the Final Initial Considerationabsence of my execution of this Release, I would not otherwise be entitled to these Severance Benefits. The Final Initial ConsiderationI further acknowledge that, together with upon receipt of my final paycheck on the Company’s next regular payroll date, and the Severance Benefits, I have received all wages and employment benefits due to me through the Termination Date, and I understand that, except as specifically provided in this Release, I am not entitled to any Earnother payments for salary, severance, notice, vacations, holidays, sick leave, paid time off, compensatory time or other benefits of any kind or to any other form or kind of payment, allowance or compensation, including but not limited to short-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesterm and long-term disability insurance or benefits and life insurance coverage.

Consideration. 3.1 The purchase price 2.1 As consideration for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account Services to be heldpeformed by Consultant hereunder, dealt with, released, paid and transferred in accordance with the provisions Consultant will continue vesting of Schedule 10 and the AP Charge; and (cany option(s) the payment at Completion granted to Consultant by the Purchaser Aligos to purchase shares of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) Aligos’s common stock (the “Vendor Balancing PaymentEquity Grants”), then which as of the Vendors Effective Date, consist of a total of 27,147 shares that have not yet vested under the Equity Grants. All Equity Grants shall continue to be subject to the terms and conditions set forth in the Aligos Therapeutics, Inc. 2018 Equity Incentive Plan (as amended) or the Aligos Therapeutics, Inc. 2020 Equity Incentive Plan (as amended), as applicable, (both plans collectivetly referred to herein as the “Equity Plans”). Subject to the terms and conditions of the Equity Plans and the Purchaser shall jointly instruct applicable Aligos forms of stock option agreement included with the Security Bank Equity Grants, for so long as the Consultant continues to pay provide continuous services to Aligos hereunder, the Vendor Balancing Payment options under the Equity Grants will continue to vest pursuant to the Purchaservesting schedule provided under the Equity Grants and become exercisable monthly until 100% of the stock options covered by the Equity Grants are fully vest and excerisable. Without limiting the terms and conditions set forth in the Equity Plans or the Equity Grants, for purposes of clarification, in the Vendors’ Respective Proportionsevent of expiration or early termination of this Agreement and Consultant’s ceasing to provide continuous services to Aligos, in accordance with Consultant’s vesting rights under the provisions Equity Grants will be suspended on the effective date of Schedule 10the termination. 3.8 The Purchaser 2.2 Consultant shall pay be reimbursed for any reasonable documented out-of-pocket expenses actually incurred by Consultant in the performance of the Services hereunder. Consultant shall maintain adequate books and records relating to any expenses to be reimbursed and shall submit requests for reimbursement, accompanied by a description of activities performed in rendering the Vendors the Earn-out Payments Services, on a monthly basis and in accordance with the provisions of Schedule 9a form acceptable to Aligos. All reimbursement shall be sent in a monthly statement by email to Aligos at ▇▇▇▇▇▇▇▇▇.▇▇@▇▇▇▇▇▇.▇▇▇, copy to ▇▇@▇▇▇▇▇▇.▇▇▇. 3.9 Any payments 2.3 Upon receipt by Aligos of copies of receipts or other appropriate evidence of expenditures by Consultant, Aligos shall reimburse Consultant for travel expenses actually incurred by Consultant in performing the Services, including but not limited to expenses for coach class airfare, ground transportation, lodging and meals, provided that such expenses are reasonable and necessary as determined by Aligos and approved in writing in advance by Aligos. Aligos shall not compensate Consultant for time spent traveling unless agreed otherwise in writing in advance by the Parties. 2.4 Aligos shall have the right to withhold from Consultant’s payment any taxes, and/or to report payments, as required by applicable federal, state or local tax laws or regulations. Consultant acknowledges and agrees that it shall be Consultant’s sole obligation to be made under Clause 3.6 shall, report as self-employment income all compensation for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesServices received by Consultant from Aligos.

Consideration. 3.1 As express consideration for Employee’s execution of and compliance with the terms of this Agreement and provided you have not exercised your right to revoke this Agreement within seven days of its execution, Employer agrees: a. To enter into a six-month consulting agreement with you effective September 1, 2021 (the form of which is attached hereto as Exhibit A) (the “Consulting Agreement”). The purchase price Consulting Agreement reflects consideration to be paid to you of $259,500, payable over six months, for the sale services and on the terms set forth therein and for your obligations hereunder. b. If Employee is enrolled, Employee’s medical and dental insurance coverage will continue until the last day of the Shares shall be month in which Employee’s employment terminates. If Employee properly and timely elects to continue medical and/or dental group insurance coverage under the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred Company’s Employee Benefits Plan in accordance with the provisions continuation requirements of Schedule 10 COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), and provided you have not exercised your right to revoke this Agreement within seven days of its execution, then the AP Charge; and (c) Company will reimburse you for the payment at Completion by COBRA premium payments for you and your eligible dependents under the Purchaser of Company’s group medical and dental plans for six months following the MP Secured Amount into the MP Blocked Account to be heldSeparation Date. In addition, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case Employee may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include elect to continue such COBRA coverage for the same asset or liability twice in calculating any remainder of the adjustments COBRA eligibility period, at Employee’s own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee’s responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Global Industrial Company, Attn: Benefits Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such reimbursement will be made upon submission of receipts for payment. Further the parties both agree that all receipts for reimbursement must be submitted by April 30, 2022 in order to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, eligible for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Considerationreimbursement. The Final Initial Consideration, together with Company will not reimburse you for any Earn-out Payments made pursuant taxable income imputed to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesyou because the Company has paid your COBRA premiums (or those of your eligible dependents).

Consideration. 3.1 The purchase price As part of the consideration for the license granted by TAKEDA hereunder, PENINSULA shall pay the following one-time milestone payments to TAKEDA in U.S. Dollars upon the first occurrence of each of the following events: Execution of the Agreement US $500,000 Commencement of the first Phase III clinical study of the Product (First administration for the first patient) in the first country or jurisdiction in the Territory [***] First submission of an NDA in the first country or jurisdiction in the Territory [***] Obtaining the first Registration of the Product in the first country or jurisdiction in the Territory [***] PENINSULA shall notify TAKEDA in writing upon its achievement of each milestone event, and shall make each milestone payment payable hereunder no later than [***] from the date on which the applicable milestone event is achieved. 3.2 For each half Year period ending September 30 and March 31, PENINSULA shall send to TAKEDA a report in such a form as reasonably specified by TAKEDA setting forth, on a country-by-country basis, the quantities of the Product sold by PENINSULA and its sublicensees in the Territory during the applicable half Year period, the Net Sales, and the amount of royalties owed to TAKEDA under Section 3.3 hereof for such half Year, within [***] after the close of the applicable half Year period. 3.3 As part of the consideration for the license granted by TAKEDA hereunder, and subject to any applicable reductions and offsets under Sections 3.4 and 3.5, PENINSULA shall pay to TAKEDA royalties as a percentage of the annual Net Sales of the Product sold in the Territory by PENINSULA in each Year, according to the applicable royalty rates set forth below. Such royalty payments shall be paid not later than [***] after the end of each half Year with respect to Net Sales in such half Year. For each country in the Territory, PENINSULA shall pay TAKEDA royalties on a country-by-country basis for the period commencing on the date of the first commercial sale of the Shares shall be Product by PENINSULA or its sublicensee in such country and ending on the aggregate of:later of (i) the [***] anniversary of the first commercial sale of the Product in such country, and (ii) the date of expiration of the last to expire Valid Claim in such country that claims the composition of matter of such Product or the method of using such Product. (a) For Net Sales in those countries and jurisdictions in the Initial Consideration as adjusted pursuant Territory in which PENINSULA has obtained Registration of the Product having an approved indication for the treatment of infections due to Clause 3.3; and MRSA (b) such countries, the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration “MRSA Countries”), the royalties shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors a percentage of such Net Sales in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid those countries and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amountjurisdictions, with the purchase price royalty rate determined based on the aggregate amount of Net Sales in the MRSA Countries during the applicable calendar year as so adjusted being of the “Final Initial Consideration”. 3.4 The adjustments date of the applicable sale, according to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant following schedule: [***] Up to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for [***] [***] Over [***] [***] Over [***] [***] Over [***] For the avoidance of doubt, the aggregate annual Net Sales for any given Year shall be treated as adjusting reset to zero upon the Initial Consideration, thus resulting beginning of the subsequent Year for purposes of applying the applicable royalty rate. (b) For Net Sales in those countries and jurisdictions in the Final Initial ConsiderationTerritory in which PENINSULA has not obtained Registration for the Product in such countries or jurisdictions having an approved indication for the treatment of infections due to MRSA (such countries, the “Adjusted Countries”), the royalties shall be [***] of the Net Sales in those countries and jurisdictions. The Final Initial ConsiderationBy way of example, if the aggregate Net Sales achieved [***], and assuming for purposes of this example that any reductions and offsets under Section 3.4 and 3.5 are not applicable, the amount payable hereunder for such sales [***]. 3.4 Subject to the limit set forth in Section 3.6, if PENINSULA obtains a license or other similar right under any patent or patent application owned or controlled by a third party in the Territory that claims or covers all or any part of the composition of matter of, method of making, or method of using the Product, pursuant to Section 15.3, then [***]. In addition, if PENINSULA is required to pay any settlements or damages to a third party under Section 15.3, then [***]. 3.5 Subject to the limit set forth in Section 3.6, if the Product Manufacturing Cost exceeds [***], the royalty rate payable to TAKEDA on Net Sales of such Product under Section 3.3 shall be reduced by [***]. PENINSULA agrees to use all commercially reasonable efforts to reduce the aspects of Product Manufacturing Cost that are within its control. For example, [***]. If the above-mentioned reduction is applicable, PENINSULA shall explain, if requested in writing by TAKEDA, the rationale of such reduction together with a summary of the relevant records supporting the calculation of the reduction. 3.6 Notwithstanding anything in this Agreement to the contrary, in no event shall the amount of royalties payable to TAKEDA hereunder on Net Sales of Products in the Territory, after giving effect to applicable offsets or reductions under Sections 3.4, 3.5 or 15.3 of this Agreement, be reduced by more than [***] for any Earn-out Payments particular reporting period. 3.7 Income tax on the payments made pursuant to Schedule 9TAKEDA under Sections 3.1, shall3.3, 7.3 and 7.6 hereof shall be borne by TAKEDA. PENINSULA shall deduct mandatory withholding tax (if any) and shall pay such tax on behalf of TAKEDA, and shall immediately send to TAKEDA a certified receipt for such payment issued by the applicable taxing authority. 3.8 Net Sales outside the United States shall be first determined in the currency of the country in which they are earned and shall be converted each half Year into an amount in U.S. Dollars using the rate of exchange reported by Citibank in New York City as of the close of the last business day of such half Year in which such royalty is due. 3.9 PENINSULA shall keep accurate records of sales of the Product and Product Manufacturing Cost in sufficient detail to permit TAKEDA to confirm the accuracy of calculations of all payments made under Section 3. Once per Year, TAKEDA, at its expense, may have an independent public accountant reasonably acceptable to PENINSULA audit any and all account books and related records or documents possessed by PENINSULA concerning the sale of the Product and Product Manufacturing Cost, upon at least [***] notice and during normal business hours, for the purpose of verifying the accuracy of royalty payments made under Section 3. If the accountant finds a discrepancy of more than [***] for the period audited, PENINSULA shall bear the reasonable costs and expenses for such audit. For the above purpose, PENINSULA shall keep such account books and their relating records or documents for [***] after the end of the half Year concerned. 3.10 TAKEDA shall not be obligated to refund payments made by PENINSULA under this Agreement once received for any reason, including but not limited to, invalidation of any claim(s) of the Patents. However, it is understood that the foregoing sentence shall not be interpreted to limit the damages available to PENINSULA in the event of an uncured breach of this Agreement by TAKEDA (but subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesSection 13.8).

Consideration. 3.1 The purchase price As consideration for and subject to the sale Employee's execution of, non-revocation of, and compliance with this Agreement, including the Employee's waiver and release of claims in Paragraph 6, the Shares shall be Employer agrees to provide the aggregate offollowing benefits to which the Employee is not otherwise entitled: (a) Continued payment of Employee's base salary in accordance with the Initial Consideration as adjusted pursuant Employer's regular payroll practices, less all relevant taxes and other withholdings, on the following basis: (i) for a period of 12 months starting on the first regular payroll date following the Effective Date (defined below) employee shall receive 100% of Employee’s base salary, minus twenty-four thousand dollars and zero cents ($24,000.00), which shall be deducted from the salary continuation payments made over the initial 12-month period on a pro rata basis and (ii) for a period of 10 months following the expiration of the 12-month period under Paragraph 3(a)(i), Employee shall receive 50% of Employee’s base salary. The first installment payment shall include all amounts that would otherwise have been paid to Clause 3.3; andthe Employee during the period beginning on the Separation Date and ending on the first payment date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement. (b) Employee shall receive additional consideration as set forth in Schedule A, subject to Employee’s timely execution of the EarnAgreement and non-out Payments payable revocation of the Agreement pursuant to Schedule 9Paragraph 6(b)(vi). 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) On the payment at Completion by the Purchaser Effective Date, each of Employee’s outstanding options to acquire shares of common stock of the MP Secured Amount into Company that is unvested as of the MP Blocked Account Separation Date shall become vested and exercisable with respect to 100% of the shares of common stock of the Employer subject thereto, any restrictions on such options shall fully lapse, and such options may be held, dealt with, released, paid and transferred in accordance with exercised by Employee on or before the provisions earlier of Schedule 10 the fifth (5th) anniversary of the Separation Date and the MP Chargeoriginal expiration date of such option. Each of Employee’s outstanding options to acquire shares of common stock of the Employer that is vested and exercisable as of the Separation Date may be exercised by Employee on or before the earlier of the fifth (5th) anniversary of the Separation Date and the expiration date of such option. Any of the foregoing options that Employee fails to exercise on or before the earlier of the fifth (5th) anniversary of the Separation Date and the expiration date of such option will expire and be forfeited at such time without consideration. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there On the Effective Date, each of the outstanding restricted stock units previously granted to you by the Employer that is unvested as of the Separation Date shall become vested with respect to 100% of the shares of common stock of the Employer subject thereto and any restrictions on such restricted stock units shall fully lapse, and all of such restricted stock units shall be added an amount, if any, by which settled within thirty (30) following the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Separation Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportionsless applicable withholdings, in accordance with the provisions of Schedule 10the Employer’s 2014 Stock Incentive Plan, as amended and restated, and the applicable restricted stock unit agreement. Employee and Employer agree that Employer shall withhold shares in an amount necessary to cover Employee’s tax withholding obligations. 3.8 The Purchaser (e) Employer shall pay Employee’s attorney fees, remitting to Employee’s attorney, ▇▇▇▇▇▇▇▇ Law Group, a lump sum payment in the Vendors net amount of twenty-four thousand dollars and zero cents ($24,000.00) within fourteen (14) days of the Earn-out Payments in accordance Effective Date of this Agreement. Employer shall provide ▇▇▇▇▇▇▇▇ Law Group with the provisions appropriate tax documents for this payment, as and when required by law. The twenty-four thousand dollars and zero cents ($24,000.00), is in full satisfaction of Schedule 9any claim Employee may have for attorneys’ fees or costs. 3.9 Any payments required (f) The Employee understands, acknowledges, and agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation from employment, and that these benefits are being given as consideration in exchange for executing this Agreement, including the general release contained in it. If Employee fails to timely execute the Agreement or revokes the Agreement pursuant to Paragraph 6(b)(vi), the Agreement shall be made under Clause 3.6 shall, for the avoidance of doubt, invalid and no consideration shall be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Considerationowed or paid. The Final Initial Consideration, together with Employee further acknowledges that the Employee is not entitled to any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesadditional payment or consideration not specifically referenced in this Agreement.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors In consideration for Employee timely signing this Agreement, and in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance compliance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account promises made herein, Employer agrees to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make provide Employee the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) payments and benefits (the “Vendor Balancing PaymentSeverance Benefits”), then as long as Employee remains employed and complies with all Employer rules and policies through the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the PurchaserExtended Separation Date (as defined below). In addition, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required order to be made under Clause 3.6 shalleligible for the payments and benefits set forth in Sections 2(c) through 2(d) below, for Employee must timely sign and return Exhibit A no earlier than the Extended Separation Date. For the avoidance of doubt, Employee will not be treated as adjusting entitled to any payments or benefits set forth below if Employee materially breaches the Initial Considerationterms of this Agreement (provided, thus resulting however, that prior to any such termination, Employer shall provide Employee with notice of such breach and, if curable, allow Employee at least three (3) days to cure such breach). (b) Employer will extend Employee’s Separation Date to March 7, 2025 (the “Extended Separation Date”). Prior to the Extended Separation Date, Employee will continue to receive Employee’s regular pay, less lawful deductions (the “Transition Period,” defined further below). Additionally, Employee shall receive Employee’s 2024 bonus in the Final Initial Considerationamount of One Hundred Eighty-Five Thousand Five Hundred Dollars ($185,500) to be paid on February 28, 2025, conditioned upon Employee’s continued employment through such date, and 5,724 shares of Employer’s class A common stock shall be issued on March 4, 2025 upon the vesting and settlement of restricted stock units granted to Employee under Employer’s Omnibus Incentive Compensation Plan, conditioned upon Employee’s continued employment on such date and consistent with the terms and conditions of Employer’s Omnibus Incentive Compensation Plan. In the event that Employee obtains new employment prior to the Extended Separation Date, and Employee signs and returns Exhibit A, Employer will pay Employee the balance of any Severance Benefits. The Final Initial Considerationpayment will be made within sixty (60) days of the Extended Separation Date, in accordance with Employer’s payroll practice, and subject to Employer’s receipt of the executed Exhibit A. (c) Employer will pay to Employee the gross amount of Two Hundred Ninety Two Thousand Five Hundred and 00/100 Dollars ($292,500.00), less lawful deductions, representing nine (9) months of pay. This payment will be made in one lump sum payment. The payment will be made within sixty (60) days of the Extended Separation Date, in accordance with Employer’s payroll practices, and subject to Employer’s receipt of the executed Exhibit A. (d) Subject to Employee’s completion of the appropriate forms, and subject to all the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), through December 31, 2025 (the Extended Separation Date through this date is the “COBRA Subsidy Period”), Employer will pay the employer portion of premiums for Employee’s participation in Employer’s medical and dental insurance plans (at the same level of coverage for Employee in effect immediately prior to the Extended Separation Date) through COBRA to the same extent that such insurance is provided to persons currently employed by Employer. Employer will make these payments to the COBRA administrator each month during the COBRA Subsidy Period while Employee remains eligible if Employee does not become eligible for other benefits through new employment, and Employee will be required to pay the employee portion of premiums plus a 2% administrative fee, also directly to Employer’s COBRA administrator. If Employee obtains employment that provides medical and/or dental insurance, Employee agrees to notify Employer, and Employer will no longer be obligated to provide payment for the benefit continuation hereunder. Employee also has the right to continue insurance coverage after this period, subject to the requirements of COBRA, at Employee’s own cost. Employer payments of Employee’s COBRA premiums are subject to all the terms and conditions set forth in the Employer’s group health plan intended to avoid any excise tax under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”). If the Employer, in its sole discretion, determines the payments of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the premium payments will be imputed as income and treated as taxable to the Employee to the extent necessary to eliminate any Earn-out Payments made pursuant discriminatory treatment or taxation under the Act or Section 105(h) of the Code. Nonetheless, if Employee becomes employed by another employer and is eligible for coverage under the group benefits plan of the new employer, Employer will no longer pay premiums for COBRA continuation as of the date of eligibility. Employee agrees to Schedule 9immediately notify Employer in writing of such new employment so that Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to ▇▇▇▇▇ ▇▇▇▇▇▇▇, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposesVice President of Human Resources at [email].

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions In consideration of the Initial Consideration less Employee remaining in its employ, the Secured Amount Corporation agrees that, in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser event of death of the AP Secured Amount into Employee (i) while the AP Blocked Account to be held, dealt with, released, paid and transferred Employee is in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser active employ of the MP Secured Amount into Corporation or (ii) while the MP Blocked Account to be held, dealt with, released, paid and transferred Employee is no longer in accordance with the provisions active employ of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5Corporation solely because the Employee is mentally or physically disabled (as defined below), the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser Corporation shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount Spouse a monthly payment equal to such excess in accordance with Clause 22.1; or the Tentative Payment Amount divided by sixty percent (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b60%) (the “Vendor Balancing "Wage Continuation Payment”), then ") less any applicable withholding taxes. The term "Tentative Payment Amount" shall equal Twelve Thousand Five Hundred Dollars ($12,500) less the Vendors After-Tax Monthly Spousal Annuity and in no event shall be less than zero; the term "After-Tax Monthly Spousal Annuity" shall mean the Monthly Spousal Annuity less Taxes Payable; and the Purchaser term "Taxes Payable" shall jointly instruct mean the Security Bank portion of the Monthly Spousal Annuity subject to pay federal income taxes multiplied by forty percent (40%). The phrase "mentally or physically disabled" shall have the Vendor Balancing meaning ascribed to it in the Employment Agreement entered into between the Corporation and the Employee on November 1, 1996. If the Trustee makes a determination not to purchase the Monthly Spousal Annuity upon the death of the Employee while the Spouse is living or if the Employee designates someone other than the Spouse directly or indirectly through the Trust as the beneficiary of the Split- Dollar Benefit, the Monthly Spousal Annuity will be deemed to equal the monthly annuity amount that could otherwise have been purchased by the Trustee for the Spouse if such a determination had not been made. The Wage Continuation Payment shall be payable to the Purchaser, Spouse in the Vendors’ Respective Proportions, in accordance equal monthly installments commencing with the provisions first day of Schedule 10the first month following the month of the Employee's death and shall continue monthly until the death of the Spouse. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for Subject to this TAR becoming effective and not revoked and Executive honoring all continuing covenants in the sale Employment Agreement and the Confidentiality Agreement, the Company will pay Executive the consideration and benefits to be paid to Executive under Section 7(a) of the Shares shall Employment Agreement including, (i) continued payment of Executive’s base salary (subject to applicable tax withholdings) for twelve (12) months, such amounts to be paid in the aggregate of: first payroll run following the Effective Date; (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (aii) the payment at Completion by the Purchaser in an amount equal to the Vendors greater of 100% of Executive’s Target Annual Incentive for 2018 or the actual earned annual incentive for 2018 (subject to applicable tax withholdings), such amounts to be paid to Executive as soon as reasonably practicable following the date on which such annual cash incentives are earned, but in their Respective Proportions no event will be paid later than March 15, 2019, and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under the Initial Consideration less the Secured Amount in accordance with Clause 22.1; Consolidated Omnibus Budget Reconciliation Act (b“COBRA”)), or (B) the payment at Completion by date upon which Executive and Executive’s eligible dependents become covered under similar plans. Subject to this TAR becoming effective and not revoked, Executive honoring all continuing covenants in the Purchaser Employment Agreement and the Confidentiality Agreement, and Executive cooperating and assisting with the transition of the AP Secured Amount into the AP Blocked Account his duties to be heldother members of Company management, dealt with, released, paid and transferred Executive’s existing Restricted Stock Units (“RSUs”) will continue to vest in accordance with the provisions of Schedule 10 existing vesting schedules through June 30, 2019, and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account Executive’s existing stock options will continue to be held, dealt with, released, paid and transferred vest in accordance with the provisions existing vesting schedules through March 31, 2019. As of Schedule 10 the Effective Date all other unvested RSUs, stock options, and equity awards are forfeited and cancelled. Executive will be entitled to exercise any outstanding vested stock options until the MP Charge. 3.3 Subject first to Clauses 3.4 and 3.5occur of: (i) the date that is twelve (12) months following the Effective Date, (ii) the applicable scheduled expiration date of such award (in the absence of any termination of employment) as set forth in the award agreement, or (iii) the ten (10) year anniversary of the award’s original date of grant. For purposes of clarity, the Initial Consideration term “expiration date” shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds scheduled expiration of the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which option agreement and not the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such period that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors Executive shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3exercise such option. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In exchange for the sale of mutual promises and releases set out in this Agreement, Company agrees that unless the Shares shall be the aggregate ofAgreement is revoked pursuant to Paragraph 6, it will: (a) pay Employee the Initial Consideration as adjusted pursuant to Clause 3.3; and gross amount of four hundred twenty thousand dollars (b$420,000), minus all applicable taxes and withholding, two hundred thousand dollars ($200,000) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion of which includes 1999 bonus and all accrued vacation. Company will pay this severance pay in a lump sum no later than ten business days following Company's receipt of this Agreement executed by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1Employee. Employee agrees this amount includes all vacation pay he has accrued; (b) continue to provide, at Company expense, for one year following the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account Termination Date, health insurance to be held, dealt with, released, paid and transferred in accordance Employee with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account same coverage as other Company executives. When this coverage ends, employee will be entitled to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital AmountCOBRA; (c) there continue to provide, at Company expense for one year following the Termination Date, Employee's life insurance being provided by the Company as of Termination Date; (d) continue to provide, at Company expense for one year following the Termination Date, long-term disability insurance benefits to Employee equivalent to the coverage that the Employee would have had he remained employed by the Company; (e) credit Employee with one additional year of vesting for purposes of the restricted stock awards granted as of September 21, 1998 and January 13, 1999. The parties acknowledge that (i) the granting of such additional vesting results in a total of 12,500 shares of the restricted stock award granted as of September 21, 1998 being vested and 12,500 shares of such restricted stock award being forfeited and reconveyed to the Company by Employee without additional consideration and (ii) the granting of such additional vesting results in a total of 10,000 shares of the restricted stock award granted as of January 13, 1999 being vested and 10,000 shares of such restricted stock award being forfeited and reconveyed to the Company by Employee without additional consideration. Notwithstanding the preceding sentences, no additional shares shall be deducted treated as vested until Employee has provided the Company with or reimbursed the Company for applicable tax withholding on the vesting, including prior vesting, of all shares of restricted stock. The parties acknowledge that Employee made an amount83(b) election on the September 21, if any1998 grant of stock and that the Company withheld taxes on that grant of stock; (f) subject to the terms of the Ventas, by which Inc. 1997 Incentive Compensation Plan, Employee shall have the Estimated Net Cash Amount exceeds right to exercise options for up to 18,750 shares through May 9, 2001 pursuant to the Net Cash Amountnonqualified stock option agreement dated September 21, 1998. The parties acknowledge that options for the remaining 56,250 shares pursuant to the nonqualified stock option agreement dated September 21, 1998 as well as options for the full 50,000 shares pursuant to the nonqualified stock option agreement dated May 13, 1999 are forfeited and canceled; (g) extinguish the promissory note dated October 22, 1998 in the aggregate principal sum of one hundred thirty six thousand eight hundred fifty five dollars and sixty-eight cents ($136,855.68) and forgive the unpaid principal balance. The amount of said forgiveness will be included in Employee's February 2000 wage and earnings statement as compensation. The Company will withhold and pay to the appropriate taxing authorities at the highest applicable rate an amount equal to all taxes required on the amount of forgiveness and will, in addition, include the taxes required on the gross-up and will withhold and pay to the appropriate taxing authorities at the highest applicable rate an amount equal to all taxes required on the gross-up such that all income and withholding equals two hundred seventy-two thousand one hundred seventy-eight dollars and sixteen cents ($272,178.16); and (dh) there shall be added an amountany reimburseable business expenses incurred by Employee in the regular course of his duties, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments provided that Employee submits documentation acceptable to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any Company of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days amount and purpose of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1expenses. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for a release of claims and other promises in this Release Agreement and provided that Employee has not revoked this Agreement as described in Section 21, the sale of the Shares shall be the aggregate ofCompany shall: (a) beginning with the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) Company’s first regular payroll paid at least three business days following the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions expiration of the Initial Consideration Revocation Period (as defined in Section 21), pay Employee severance for a period of eighteen (18) months following the Date of Separation (the “Severance Period”) at the rate of $535,000 per annum in biweekly or monthly installments less the Secured Amount applicable tax withholdings in accordance with Clause 22.1the Company’s normal payroll practices as in effect from time to time; (b) with the payment Company’s first regular payroll paid at Completion by least three business days following the Purchaser expiration of the AP Secured Amount into the AP Blocked Account Revocation Period, pay Employee an amount equal to be held, dealt with, released, paid One Hundred Thirty Four Thousand One Hundred Sixteen Dollars and transferred Forty Four Cents ($134,116.44) less applicable tax withholdings in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account Company’s normal payroll practices as in effect from time to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amounttime; (c) there shall be deducted promptly reimburse Employee for any reasonable out-of-pocket business expenses properly incurred by Employee prior to March 6, 2020 and documented pursuant to the Company’s reimbursement policy but not yet reimbursed; (d) no later than the date of the Company’s next regularly scheduled payment of payroll following the Date of Separation, pay Employee an amount, if any, by which amount equal to Employee’s unused paid time off accrued through the Estimated Net Cash Amount exceeds Date of Separation (as calculated in accordance with the Net Cash AmountCompany’s normal payroll practices) less applicable tax withholdings; and (de) there shall be added an amount, if any, cause any vested stock options for the Company’s common stock held by Employee as of the Date of Separation to remain exercisable until the earlier to occur of (i) the first (1st) anniversary of the Date of Separation or (ii) the expiration date of the applicable stock option. Employee acknowledges that these payments (other than the amounts set forth in Sections 2(c) and 2(d)) and promises constitute consideration to which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall he would not be entitled to include the same asset or liability twice in calculating any but for his execution of the adjustments to be made pursuant to Clause 3.3this Agreement. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for Unless otherwise required by law, the sale shares of Common Stock to be delivered to you on the Shares Closing Date shall be deemed paid, in whole or in part in exchange for past and future services to be rendered to the aggregate of:Company or an Affiliate in the amounts and to the extent required by law. (a) The shares will vest as provided in the Initial Consideration Vesting Schedule set forth in your Grant Notice, provided that vesting shall cease upon the termination of your Continuous Service. Note that if a vesting date falls on a day that is not a business day, such day shall instead fall on the last preceding business day. Notwithstanding the foregoing, in the event that you are subject to the Company’s Stock Trading By Officers and Directors policy (or any successor policy) and any shares covered by your Award vest on a day (the “Original Vest Date”) that does not occur during a “window period” applicable to you as adjusted determined by the Company in accordance with such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the earliest to occur of the following: (i) the first day of the next “window period” applicable to you pursuant to Clause 3.3such policy; and(ii) your Involuntary Termination Without Cause (as defined in Section 4(b) below) after the Original Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date. Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section 4(a) or any other provision of the Plan are “Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.” (b) For purposes of this Agreement, “Involuntary Termination Without Cause” shall mean the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions Company’s termination of your Continuous Service unless such termination was on account of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser occurrence of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments following: (i) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) your attempted commission of, or participation in, a fraud or act of dishonesty against the Company or an Affiliate; (iii) your intentional, material violation of any material contract or agreement between you and the Company or an Affiliate or any statutory duty owed to the Company or an Affiliate; (iv) your unauthorized use or disclosure of confidential information or trade secrets of the Company or an Affiliate; or (v) your gross misconduct. The determination that your Continuous Service was terminated due to an Involuntary Termination Without Cause shall be made pursuant to Clause 3.3. 3.6 Within five Business Days by the Company in its sole discretion. Any such determination by the Company for the purposes of this Agreement shall have no effect upon any determination of the Determination Date, rights or obligations of you or the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1Company for any other purpose. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In exchange for the sale promises made herein, the Parties agree that: a. As the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(v) shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements with all PTO to cease to accrue as of the Shares Separation Date; (iii) The COMPANY shall pay, subject to and contingent upon approval by the Board of Directors, the full amount of the EXECUTIVE’s Management Bonus for calendar year 2014 on the Company’s regularly scheduled payout date. (iv) The COMPANY shall pay the full amount of the Retention Bonus for calendar year 2014 payable on December 12, 2014. (v) The COMPANY shall reimburse EXECUTIVE, no later than December 31, 2014, for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. The COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling thirty-six (36) months of Base Salary provided EXECUTIVE complies with Sections 7 (as amended herein), 8, 9 and 10 of the Employment Agreement. Payments are to begin on the COMPANY’s next regular payroll period which is at least five (5) business days following the Effective Date of this Agreement, and shall be made and continue bi-weekly pursuant to the aggregate of:COMPANY’S standard payroll practices. However, if the 60 day period within which to consider signing this Agreement begins in calendar year 2014 and ends in calendar year 2015, the first severance payment shall not be made until after January 1, 2015 regardless of when this Agreement is signed by EXECUTIVE. c. No later than forty-five days after the Separation Date, the COMPANY shall obtain title to the cars used by EXECUTIVE (VIN # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and VIN # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇) and shall irrevocably transfer title to such cars to EXECUTIVE and shall pay all fees, taxes, payments or other amounts necessary to effectuate such transfer of title. EXECUTIVE agrees and acknowledges that after transfer of the title to the automobile to him, the COMPANY shall no longer be responsible for providing insurance or maintenance for the automobile in any manner and EXECUTIVE shall be responsible for all costs associated with the vehicle from that date forward. EXECUTIVE agrees and acknowledges that the COMPANY’s Executive Vehicle Program shall no longer apply. d. Upon the Separation Date, EXECUTIVE shall have the right, but not the obligation, to request that the COMPANY pay a Real Estate Keep Whole Amount related to his primary residence in Boerne, Texas as described in Section 4.8 of the Employment Agreement provided such request be made in writing and accompanied with a fair market appraisal within thirty (30) days of the Separation Date. e. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to thirty-six (36) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to the Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. The COMPANY agrees to pay up to 100% of the monthly premium on the (i) North American Company for Life and Health Insurance Buy Sell Policy Number L014978830, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB00850080, (iii) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (iv) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (v) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (vi) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. After the 36 month period expires, to the extent permitted by law and the Respective Policy, EXECUTIVE may have the option to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any of the Respective Policies expire, the COMPANY shall procure a substantially similar policy for EXECUTIVE and pay 100% of the monthly premium on such policy for the remainder of the 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(f) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(f) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(f) in a manner as is necessary to comply with PPACA. g. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date (i) shall be fully vested and exercisable to the extent not previously vested and exercisable; and (ii) may be exercised until the earlier of (a) the Initial Consideration expiration date of the original “Option Period” as adjusted pursuant defined under such Stock Option Award Agreements (or such comparable defined term relating to Clause 3.3; and the period of exercisability of the stock options), or (b) the Earn-out Payments payable pursuant tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to Schedule 9executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. 3.2 The Initial Consideration h. EXECUTIVE acknowledges and agrees that he shall not be satisfied entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as follows: (a) the payment at Completion requested by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP ChargeCOMPANY. 3.3 Subject to Clauses 3.4 and 3.5, i. EXECUTIVE acknowledges that the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”foregoing is adequate consideration for this Agreement. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price You understand that, in exchange for your promises and your execution of this Agreement, Tyler will provide you with one lump-sum payment in the sale amount of $1,550,000 (hereinafter, the “Separation Compensation”), in addition to any accrued compensation as of the Shares shall effective time of your separation of employment. The effective time of your separation of employment is 11:59PM eastern time on April 21, 2021. Tyler will pay you the Separation Compensation, plus any accrued compensation, less applicable withholdings and deductions consistent with previous NIC payroll processes, in the first regular payroll immediately following April 21, 2021. Tyler will make that payment using your payroll information on file as of April 21, 2021. You acknowledge and understand that: • Any Merger Consideration (as defined in the Merger Agreement) you receive, and/or any acceleration of your performance-based restricted stock awards, will be processed and delivered to you consistent with the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions negotiated terms of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion Agreement and Plan of Merger by the Purchaser and among Tyler, NIC and Topos Acquisition, Inc. dated as of the AP Secured Amount into the AP Blocked Account to be heldFebruary 9, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) 2021 (the “Vendor Balancing PaymentMerger Agreement”). • The Separation Compensation set forth above constitutes adequate consideration for your promises in this Agreement, then and represents a compromise of disputed claims. Specifically, it is Tyler’s position that said Separation Compensation is not required under your Key Employee Agreement with NIC dated February 5, 2013 (as amended, the Vendors “Employment Agreement”). Tyler is paying you the Separation Compensation to avoid a dispute under your Employment Agreement, with no admission of liability, and in exchange for your acceptance of the Purchaser shall jointly instruct the Security Bank terms in this Agreement. • No other consideration will be payable to pay the Vendor Balancing Payment you by Tyler in connection with your separation of employment. Any unvested time-based restricted stock awards outstanding as of April 21, 2021 will be or have been duly assumed and converted pursuant to the PurchaserMerger Agreement, in the Vendors’ Respective Proportions, in accordance with the provisions but will be forfeited by you immediately upon your separation of Schedule 10employment and canceled by Tyler. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for a. Employee shall receive from the sale of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors Company Employee’s Accrued Obligations (as defined in the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or Plan (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”defined below)), then which consist of (i) payment of all earned but unpaid base salary through the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective ProportionsSeparation Date prorated for any partial period of employment; (ii) payment, in accordance with the provisions terms of Schedule 10. 3.8 The Purchaser shall pay the applicable benefit plan of the Company or its affiliates or to the Vendors extent required by law, of any benefits to which Employee has a vested entitlement as of the Earn-out Payments Separation Date; (iii) payment of any accrued unused vacation as of the Separation Date; and (iv) payment of any approved but not yet reimbursed business expenses incurred in accordance with applicable policies of the provisions Company and its affiliates as of Schedule 9the Separation Date. 3.9 Any payments required b. After the ADEA Release Effective Date (as defined below), and on the express condition that Employee has not revoked the ADEA Release and Employee satisfies the conditions of Sections 5(e) and 8 of the Plan, the Company will provide Employee with the payments, benefits, and other consideration set forth in Appendix A to this Agreement (“Appendix A”) in accordance with, and subject to the terms and conditions of, this Agreement (including, without limitation, Employee’s compliance with respect to Sections 7, 9, 10, 11, 12 and 13 of this Agreement), Appendix A, and the Eighth Amended and Restated Executive Change in Control and Severance Plan, as in effect as of the Separation Date (the “Plan”), which is incorporated herein by reference. c. Reporting of and withholding on any payment or benefit set forth in Appendix A for tax purposes shall be at the discretion of the Company in conformance with applicable tax laws. If a claim is made under Clause 3.6 shall, against the Company for the avoidance any additional tax or withholding in connection with or arising out of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made payment or benefit pursuant to Schedule 9Appendix A, shallEmployee shall pay any such claim within thirty (30) days of being notified by the Company and agrees to indemnify the Company and hold it harmless against such claims, subject to adjustment pursuant to Clause 22.2including, be adopted for all Tax reporting purposesbut not limited to, any taxes, attorneys’ fees, penalties, and/or interest, which are or become due from the Company.

Consideration. 3.1 The purchase price for the sale of the Shares shall be the aggregate of: (a) In exchange for Employee's execution of this Agreement, and the Initial Consideration relinquishment and nullification of the Employment Agreement, and Employee's resignation from the Company's Board of Directors and as adjusted pursuant a member of the Board of Directors of any Related Organizations and provided that Employee does not revoke this Agreement within the seven day revocation period described in Paragraph 17 hereof, the Company will pay Employee the equivalent of sixteen (16) month's separation pay, based on Employee's annual base salary rate in effect on the Separation Date (the "Severance Payment") by check payable to Clause 3.3; andEmployee's order in the gross amount of $374,900.80. From the gross amount of the Severance Payment, the Company will determine and withhold payroll deductions for taxes (federal, FICA, Medicare, state, local and unemployment compensation). (b) The obligation of the Earn-out Payments payable pursuant Company to Schedule 9make the Severance Payment shall be fulfilled by the direct deposit of such check into the bank account into which Employee's payroll checks were deposited at the time of her separation not less than eight days (8) and not more than fifteen (15) days after Employee executes this Agreement and the seven day revocation period described in Paragraph 17 hereof has expired without the Employee having revoked this Agreement. 3.2 The Initial Consideration shall be satisfied (c) If Employee is a participant in the Company's group health care plans (medical, dental and vision), Employee's eligibility for benefits under those plans will terminate as follows: (a) the payment at Completion by the Purchaser of January 31, 2007, unless Employee elects to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred continue coverage in accordance with the provisions Consolidated Omnibus Budget Reconciliation Act of Schedule 10 and the AP Charge; and 1985 (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account "COBRA"). In order to be heldelect such coverage, dealt with, released, paid and transferred Employee must complete all necessary forms in accordance with the provisions of Schedule 10 and the MP Chargea timely manner. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall If Employee elects COBRA continuation coverage, the Company will waive payment of the COBRA premiums for eighteen (18) complete calendar months following the month in which employment terminated. If Employee is eligible for, and elects to, continue such benefit coverage beyond the waiver period provided in the preceding sentence, during the time period that the Company is required to provide such coverage under COBRA, Employee will be added an amountrequired to pay the COBRA premiums for such coverage. The Company has no obligation under this Agreement with regard to any group health care plan benefit coverage beyond the waiver of premiums for the period set forth in this subparagraph. Moreover, the Company's obligation under this subparagraph to waive the premiums for such coverage will cease immediately if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”Employee ceases to be eligible for COBRA coverage or obtains comparable benefit coverage from any future employer. 3.4 The adjustments (e) Upon the earlier of the expiration of (i) eighteen (18) complete calendar months from the Separation Date or (ii) the date Employee ceases to be eligible for COBRA coverage or obtains comparable benefit coverage from any future employer, the Initial Consideration set out in Clause 3.3 Company shall be aggregated pay Employee the lump sum payment of $6,000, less applicable withholding taxes (federal, FICA, Medicare, state, local and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7unemployment compensation). 3.5 Neither (f) The Company confirms that it has paid the Purchaser nor premium for Employee's supplemental life insurance policy, administered by First Colony Life Insurance Company (#534470) ("the Vendors Policy"), through August 6, 2007. The Company shall, thereafter, transfer any ownership interest that it has in the Policy and all payment obligations thereunder to Employee. (g) The Parties will use reasonable best efforts to agree upon the language for any public communication related to Employee's separation from employment. (h) The Company shall reimburse Employee in the amount of, $2,500 for attorneys' fees, incurred by Employee in the negotiation of this Agreement. (i) Employee acknowledges and agrees that the Company's obligations under subparagraphs 2(a), 2(d), 2(e), 2(f), 2(g) and 2(h) arise under this Agreement, are in consideration for Employee's signing this Agreement, and constitute consideration to which Employee is not otherwise entitled. Employee also acknowledges and agrees that the Company shall be entitled to include the same asset or liability twice in calculating discontinue providing payments and benefits under this Agreement if Employee breaches any of Employee's obligations hereunder including, without limitation, Employee's obligations under Paragraph 5 of this Agreement, and that such discontinuance will not relieve Employee of her obligations hereunder, nor shall it affect the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days validity of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, release of claims provided in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1Paragraph 3 of this Agreement. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price LESSEE shall pay the Lease Consideration payable, on a monthly basis, during the Lease Period in the manner provided below: MONTHLY RENTAL CHARGES: LESSEE shall be liable to pay and shall commence paying the monthly rental for the sale Demised Property upon (1) the expiry of thirty (30) days from the Execution Date or (2) after the handing over of the Shares Demised Property by the LESSOR, subject to the LESSOR and the LESSEE duly fulfilling their respective obligations under Clause 7.1. & 7.2 of the Deed, whichever is later (unless such obligations are unable to be fulfilled due to fault attributable to the LESSEE, in which case liability to Lease Consideration will commence upon expiry of thirty (30) days from the Execution Date) (“Rent Commencement Date”). The monthly rental shall be payable at the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors rate of Rs. [●] per square foot in their Respective Proportions respect of the Initial Consideration less Demised Property, and Rs. 30 per square foot in respect of the Secured Amount terrace area comprising of [●] square feet, [●] basement car parking areas at Rs. [●]/- per car park per month allocated for the exclusive use of the LESSEE during the Lease Period, as the same may be extended in accordance with Clause 22.1; (b) the payment at Completion terms set forth in this Lease. The total monthly rental payable by the Purchaser LESSEE, excluding the other charges mentioned in this Clause 4, shall be Rs. [●]/- (Rupees [●] only) and shall be subject to the initial discount set out in Clause 4.1.2 below, annual escalation as mentioned in Clause 4.4 below and proportionate reduction in the event of surrender of any portion of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted Demised Property as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 above. The Lease Consideration payable shall be aggregated subject to deduction of applicable withholding taxes as prescribed under the Indian Income Tax Act 1961, except and netted off against each other such that no amount unless if the LESSEE provides the withholding tax exemption certificate. Where any withholding tax is deducted, the LESSEE shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant responsible to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, issue withholding tax certificates in the Vendors’ Respective Proportions, in accordance with manner and time frame prescribed under the provisions of Schedule 10Indian Income Tax Act 1961 for having effected the deductions. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price Tenant may, at its election, pay to Ryan, ▇▇ consideration for continuation after the sale twenty-fourth month of the Shares shall be Expansion Option, on or before the aggregate of: later of (a) ten (10) days after receipt of Ryan's invoice accompanied by a notice stating the Initial Consideration as adjusted pursuant to Clause 3.3; and Expansion Option under this Lease will terminate if the invoice is not paid within said ten (10) day period, or (b) the Earnfirst day of each of the twenty-out Payments payable pursuant fifth month and thirty-seventh months of the Term the sum of One Hundred Seventy Five Thousand and no/100 Dollars ($175,000.00). Tenant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: pay to Ryan, ▇▇ additional consideration on or before the later of (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions ten (10) days after receipt of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; Ryan's invoice or (b) twenty (20) days prior to the payment at Completion by last date such taxes and installments of special assessments, on a due and payable basis, are due without penalty, the Purchaser amount of real estate taxes and installments of special assessments allocable to the Expansion Land for the period from the twenty-fifth month through the forty-eighth month of the AP Secured Amount into Term. Notwithstanding the AP Blocked Account to be heldforegoing, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c1) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable under this Section if Tenant exercises the Expansion Option on or before the end of the twenty-fourth (24th) month of the Term, (2) each $175,000 amount paid by either Tenant under this Section shall be prorated as of the Purchaser or date the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount Expansion Option is exercised, based on a period of 365 days and the Net Cash Amount have been agreed or determined pursuant number of days elapsed from the date the payment is due to Schedule 7. 3.5 Neither but excluding the Purchaser nor date the Vendors Expansion Option is exercised, and (3) any real estate taxes and installments of special assessments prorated and allocable (on a due and payable basis) to the period commencing with exercise of the option shall be entitled to include the same asset or liability twice included in calculating any Total Project Costs (clause j. of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of definition thereof) for the Determination DateExpansion Building and paid by Ryan, ▇▇t Tenant. Tenant hereby agrees that in the Purchaser or (as the case may be) the Vendors event Tenant shall not make the following payment: payments under this Section and such failure continues for five days after written notice or if this Lease shall otherwise terminate and Landlord shall recover possession whether or not based on default, and such default shall not be cured as provided for in the Lease, this Expansion Option shall terminate without further action on the part of Ryan. ▇▇ this Lease is terminated on any basis other than Tenant's default, any payment made by Tenant under the first paragraph of this Section 4.3 which was due and payable within twelve (a12) months of such termination shall be refunded to Tenant. If this Lease is terminated for Landlord's default or if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, Ryan ▇▇▇aults in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”)its obligations under this Article 4, then all amounts paid by Tenant under this Article 4 shall immediately be refunded to Tenant with interest from the Vendors and date paid by Tenant at the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, rate specified in the Vendors’ Respective Proportions, in accordance with the provisions Section 23 of Schedule 10this Lease. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In exchange for the sale of mutual covenants set forth in this Agreement, the Shares shall be Company agrees to provide you with the aggregate offollowing: (a) Continued payment, for a period of nine (9) months, of your gross bi-weekly base salary of $13,461.54, less all applicable federal, state, local and other legally required or authorized deductions (the Initial Consideration as adjusted pursuant “Separation Pay”); provided that, you acknowledge and agree that the total amount of Separation Pay that you shall be eligible to Clause 3.3; andreceive under this Agreement shall be $262,500.03. The Separation Pay shall be paid in accordance with the Company’s normal payroll practices, with the first such payment being made on the Company’s first payroll date following the Effective Date. Provided that you are otherwise in compliance with the terms of this Agreement, if you die before the entire Separation Pay is paid, the balance will be paid to your spouse, if he is not alive at the time to your estate. (b) By law, and regardless of whether you sign this Agreement, you will have the Earn-out Payments payable right to continue your medical and dental insurance pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The COBRA qualifying event shall be deemed to have occurred on the Separation Date. Upon completion of the appropriate COBRA forms and your execution of this Agreement, and subject to all the AP Charge; andrequirements of COBRA, you will be allowed to continue participation in the Company’s health and dental insurance plans at the Company’s expense (except for your co-pay or your portion of premium payments, if any, which shall be deducted from your Separation Pay to the same extent that such deductions are made for persons currently employed by the Company), until October 9, 2014 (the “Separation Benefits”). All other benefits shall cease as of the Separation Date. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date you become eligible to receive health insurance benefits through any other employer, and you agree to provide the Company with written notice immediately upon securing such employment and upon becoming eligible for such benefits. (c) In addition to the payment at Completion by the Purchaser provision of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid Separation Pay and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5Separation Benefits, the Initial Consideration shall be adjusted Company agrees to instruct its current executive officers, as follows: (asuch term is defined in Rule 16a-1(f) there shall be added an amountpromulgated under the Securities and Exchange Act of 1934, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable not to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”)any statements, then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaserwritten or oral, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10that disparage you. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price a. In consideration for and contingent upon the sale Employee satisfactorily performing his duties and responsibilities until the Termination Date, the Company shall (i) continue to pay Employee’s current base salary until the date on which the Employee’s employment with the Company terminates, (ii) continue medical and dental benefits under the terms of the Shares shall be Company’s applicable plans for Employee and his spouse and dependents until and including the aggregate of: Termination Date and (aiii) the Initial Consideration pay Employee for all accrued, unused vacation as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration date of such termination, in each case, less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid applicable withholding taxes and transferred deductions in accordance with the provisions of Schedule 10 and the AP ChargeCompany’s normal payroll practices; and b. In consideration for and contingent upon your execution of this Separation Agreement and Release, including without limitation the release set forth in paragraph 3, the Company agrees to pay Employee a one-time payment in the gross amount of $5,000, less applicable tax withholdings and deductions. This payment will be made within fourteen (c14) days after execution of this Separation Agreement and Release; and c. In consideration for and contingent upon the payment at Completion by promises set forth in this Separation Agreement and Release and further contingent on the Purchaser Employee’s execution after the Termination Date of the MP Secured Amount into Supplemental Release set forth in Exhibit A hereto, the MP Blocked Account Company agrees to pay Employee a one-time severance payment in the gross amount of $25,000, less applicable tax withholdings and deductions, which shall be heldmade within fourteen (14) days after the Supplemental Release becomes effective. Employee acknowledges that the payments and promises specified in paragraph 2b and paragraph 2c above constitute consideration to which Employee would not otherwise be entitled. It is further acknowledged that even if this Separation Agreement and Release and/or the Supplemental Release is not executed, dealt withEmployee will receive the payments described in paragraph 2a. Employee understands and agrees that Employee will receive no other wages, releasedbonus, paid severance or other payments or benefits from the Company. Employee also understands and transferred agrees that Employee’s unvested options granted pursuant to the Fibrocell Science, Inc. 2009 Equity Incentive Plan (the “Plan”) are forfeited immediately as of the Termination Date, as provided in the Plan and in any award agreement issued under the Plan. With respect to vested, unexercised options held by Employee as of the Termination Date, Employee may still exercise such options in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration post-termination exercise period set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, forth in the Vendors’ Respective Proportions, Plan and/or in accordance with such award agreement evidencing the provisions of Schedule 10vested options. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In accordance with the Offer Letter, and in consideration of the terms, representations, promises, waivers and releases contained in this Agreement, the Company will provide Executive with the following payments and benefits, conditioned upon (i) Executive’s execution and return to the Company of the Release no earlier than the Separation Date and no later than twenty-one (21) days following the execution date hereof, and (ii) Executive’s not revoking, or attempting to revoke the Release prior to the “Effective Date” (as defined in the Release): a. A severance payment in the amount of $256,266.00, minus all tax withholdings required by law and other authorized deductions, which amount is equal to nine months of Executive’s base salary, as in effect immediately prior to the Separation Date, to be paid in a lump sum on February 22, 2013. b. Executive shall receive his annual incentive bonus (the “Annual Bonus”) for 2012 and prorated for 2013 which is in the amount of $235,300.46, minus all tax withholdings required by law and other authorized deductions, to be paid on February 22, 2013. c. Certain Restricted Stock Units (“RSUs”) granted to Executive pursuant to the ▇▇▇▇▇▇ Resources, Inc. 2010 Stock Incentive Plan (the “Plan”) that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the sale period of employment, which vesting shares (“Shares”) total 71,474 shares, and as soon as administratively practicable the Company shall thereupon cause to be issued fully paid and non-assessable Shares of ▇▇▇▇▇▇ common stock to the Executive with respect to the vesting RSUs. The Company will withhold Shares otherwise issuable upon vesting of the Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount RSUs in accordance with Clause 22.1;prior practice to satisfy tax withholdings required by law and other authorized deductions on account of the vesting of the RSUs and delivery of the shares of common stock to Executive. d. Certain Stock Options granted to you pursuant to the Plan to purchase ▇▇▇▇▇▇ common stock that are unvested and unexpired on the Separation Date and that otherwise would have vested (bsolely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment during such year, which vesting Stock Options total 18,618 Stock Options exercisable at $2.42 per share granted on March 5, 2010, such Stock Option are non-forfeitable and immediately exercisable as of the Separation Date continuing until January 25, 2014, at which time all unexercised Stock Options granted to Executive shall expire. e. You shall pay 10% and the Company shall pay 90% of the premiums otherwise payable by you and your eligible dependents under Company provided coverage for health benefits through January 25, 2014 (or until such earlier time as Executive ends his participation in such coverage) provided you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed under COBRA. You hereby instruct the Company to take the 10% of the premium portion payable by you from the cash severance payment described above in Section 2 a. Commencing January 26, 2014, you will be responsible for the payment at Completion of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums or those of your eligible dependents. f. Executive’s 401(k) retirement plan contributions have been or will be made for the period ending on the Separation Date. As required by applicable ERISA and 401(k) Plan rules and regulations, the Company’s matching obligations and the Executive’s participation in the Company’s 401(k) Plan will cease on or before February 22, 2013. Executive instructs the Company to take from the severance payment described above in 2 a. the maximum contribution which Executive can make for 2013 and the Company shall make matching contributions by the Purchaser end of the AP Secured Amount into first quarter of 2013. Nothing in this Agreement is intended to alter or modify Executive’s right to any benefit to which Executive is entitled under the AP Blocked Account Company’s 401(k) Plan prior to the Separation Date. All such contributions are and shall remain subject to the terms of such plan and Executive’s rights thereunder, as well as all applicable ERISA and Internal Revenue Service statutes, rules and regulations. g. The Company shall retain Executive as a consultant as an independent contractor after the Separation Date (the “Consulting Period”) to perform such services commensurate with his status and experience as may be held, dealt with, released, paid and transferred reasonably requested in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion writing by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: Company (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial ConsiderationConsulting Arrangement”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount ) for a monthly retainer of $10,000, which shall be payable in arrears on the last day of each month. The Executive shall provide consulting services to Company as needed and when reasonably requested, provided that, without his prior consent, Executive shall not be required to devote more than 50 hours in any calendar month to the performance of any consulting services hereunder. The Executive shall also be reimbursed for direct, ordinary and reasonable business expenses accounted to the Company related to travelling to Long Beach, CA from Bakersfield, CA, if necessary during the Consulting Period, with mileage from any use of Executive’s personal vehicle reimbursed at the current rates established by either the Purchaser U.S. Internal Revenue Service. The Company shall use its reasonable best efforts not to require the performance of consulting services in any manner that unreasonably interferes with any other business activity of the Executive. Either the Company or Executive may terminate the Vendors (as Consulting Arrangement at any time at its option upon 5 days advanced written notice to the case may be) under Clause 3.3 until both other party. During the Net Working Capital Amount and Consulting Period, the Net Cash Amount have been agreed or determined pursuant Company will make an office available to Schedule 7Executive on a month-to-month basis, which arrangement can be terminated upon 5 days advanced written notice to Executive by the Company. 3.5 Neither h. Other than as specifically provided for in this Agreement, Executive represents, warrants and acknowledges that the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination DateCompany owes Executive no wages, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Considerationsalaries, the Purchaser shall pay to the Vendorscommissions, in their Respective Proportionsbonuses, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall sick pay, in their Respective Proportionspersonal leave pay, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1severance pay, vacation pay or any other compensation, benefits, payments or remuneration of any kind or nature. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The (a) Subject to the terms and conditions hereof, in reliance upon the representations and warranties of the Sellers set forth herein, and as consideration for the assignment of the Management Rights and the other covenants and obligations set forth herein, Purchaser agrees to tender to the Sellers as the purchase price for hereunder (I) FIVE MILLION EIGHT HUNDRED SIXTEEN THOUSAND DOLLARS ($5,816,000) (the "Initial Purchase Price"), and (II) the Deferred Payment (if any) with respect to each Center. The Initial Purchase Price (less the (i) aggregate amount of "Individual Escrow Amounts" set forth on Exhibit A to the MIPA with respect to each Seller's sale of the Shares Management Rights and (ii) AH Escrow Amount defined below) shall be payable to the aggregate of: Sellers at the Closing. The Deferred Payment with respect to any Center shall be paid to the Sellers at the end of the Payment Period (aas defined in Consulting Agreement) for that Center. All payments due hereunder shall be made in immediately available funds by electronic wire transfer to an account designated by the Initial Consideration as adjusted pursuant Sellers. No party will take any steps intended to Clause 3.3; anddelay collection of Fees. (b) From the Earn-out Payments payable Initial Purchase Price, an amount equal to THREE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE AND NO/100 DOLLARS ($333,333.00) (the "AH Escrow Amount") shall be withheld from delivery to the Sellers and, instead, be delivered to the Escrow Agent in cash at Closing, by wire transfer of immediately available funds, pursuant to Schedule 9. 3.2 the Escrow Agreement substantially in the form of Exhibit 1.2(b) (the "Escrow Agreement") attached to this Agreement and incorporated into this Agreement by reference. The Initial Consideration shall be satisfied as follows: (a) Parties acknowledge and agree that the payment at Completion by the Purchaser to the Vendors in their Respective Proportions AH Escrow Amount represents that portion of the Initial Consideration less Purchase Price that is consideration for the Secured Amount in accordance Management Rights of Sellers with Clause 22.1; (b) respect to the payment at Completion by the Purchaser Thousand Oaks Center. If there shall have been a Successful Syndication of the AP Secured Amount into Thousand Oaks LLC on or before December 31, 2005, then within ten (10) days after the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial ConsiderationSuccessful Syndication, the Purchaser shall pay instruct the Escrow Agent to distribute the AH Escrow Amount to the VendorsSellers. If there shall not have been a Successful Syndication of the Thousand Oaks LLC on or before December 31, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”)2005, then all of the Vendors and the Purchaser AH Escrow Amount shall jointly instruct the Security Bank to pay the Vendor Balancing Payment be returned to the Purchaser, and Purchaser shall have no obligation hereunder to acquire Management Rights with respect to the Thousand Oaks LLC and the Initial Purchase Price under Section 1.2(a) shall be deemed to have automatically been reduced by the amount of the AH Escrow Amount. As used herein, "Successful Syndication" means the closing of the sale of not less than sixty percent (60%) of the membership interests in the Vendors’ Respective ProportionsThousand Oaks LLC to not fewer than fifteen (15) suitable purchasers (for this purpose, individual physician members of a "Physician Entity" (as defined in accordance with the provisions Operating Agreement of Schedule 10. 3.8 The Purchaser shall pay the Thousand Oaks LLC) who are anticipated to use the Thousand Oaks Center as an extension of their practices will each be counted as an individual purchaser), all of whom must be acceptable to the Vendors the Earn-out Payments Purchaser in accordance with the provisions of Schedule 9such Purchaser's reasonable discretion. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for the sale In consideration of the Shares obligations undertaken by Executive in Section 1 above, Executive shall receive the following benefits to which Executive would not otherwise be entitled: (i) All of Executive’s equity awards that are unvested as of the Termination Date and which are specified in Schedule 1 (the “Equity Awards”) shall be modified to allow continued vesting in accordance with the aggregate of:vesting schedule of the particular award during the Restricted Period as if Executive had remained employed by the Company throughout the Restricted Period. (ii) All of Executive’s Equity Awards that would be unvested at the expiration of the Restricted Period and have not previously been forfeited (e.g., due to performance criteria not being met) shall be modified to provide for accelerated vesting: (A) as of the end of the Restricted Period; or (B) upon a Change in Control of the Company (as that term is defined in the Executive’s Employment Agreement with the Company dated effective as of September 1, 2010) if such Change in Control occurs prior to the end of the Restricted Period. To this end, the lesser of all of Executive’s Equity Awards that vest as a result of a Change in Control, or an amount up to $2,000,000 of such Equity Awards, shall be placed in an account with a registered investment broker or advisor selected by Executive and acceptable to Company (the “Account”). The actual value of such Equity Awards to be placed in the Account shall be determined based on the number of fiscal quarters remaining in the Restricted Period, as more fully illustrated on Exhibit A attached hereto and incorporated herein by this reference. The Account shall, if required by the Company, be pledged as collateral to secure Executive’s obligations under this Agreement. The Account shall at all times be owned and controlled by Executive (subject to the collateral pledge contemplated herein), and Executive shall have the exclusive authority to buy, sell and otherwise manage all assets maintained within the Account including, without limitation, all of Executive’s Equity Awards deposited into the Account; provided, however, that once deposited into the Account, Executive shall only be able to withdraw funds or other assets from the Account in quarterly installments (the “Allowable Quarterly Withdrawal Amount”), each Allowable Quarterly Withdrawal Amount determined based upon the number of fiscal quarters remaining in the Restricted Period, as more fully illustrated by the spreadsheet attached hereto as Exhibit A. Notwithstanding anything to the contrary contained herein, Executive will be free to withdraw all assets remaining in the Account at the end of the Restricted Period. (iii) All of Executive’s unexercised vested stock option awards shall be modified to provide for an exercise period until the earlier of three months following the end of the Restricted Period and the original expiration date of the award. Notwithstanding the foregoing, if Executive violates her obligations under Section 1 hereof during the Restricted Period, no additional Equity Awards shall vest, and all outstanding equity and other incentive awards, including without limitation any unexercised stock options, shall be immediately forfeited. In addition, all sums in the Account shall be released to the Company and Executive shall repay to the Company the value of any Equity Awards that vested during the Restricted Period, with such value determined based on the higher of the value at the time (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and applicable Equity Award vested, or (b) the Earn-out Payments payable pursuant to Schedule 9when Executive first violated her obligations under Section 1. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price In consideration for the sale of the Shares shall be the aggregate ofsigning this Agreement and General Release and complying with its terms.Employer agrees: a. to pay Employee an amount equal to $110,027, payable ratably in equal installments over a six month period (athe “Severance Period”) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1Employer’s regular payroll practices, commencing on the first payroll date after August 8, 2011 (the “Payment Date”); b. if Employee properly and timely elects to continue medical, dental and vision coverage under the following plans: (bi) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be heldBlueCross BlueShield PPO7200, dealt withand (ii) Aetna Passive PPO, released, paid and transferred in accordance with the continuation requirements of COBRA, Employer shall pay the same portion of the premium for such coverage that it paid during Employee’s employment for the duration of the Severance Period. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s own expense, subject to the provisions of Schedule 10 the American Recovery and Reinvestment Act of 2009. c. to grant to Employee 33,241 shares of common stock, par value $0.005 per share, of Employer (the AP Charge“Common Stock”) for a purchase price of $0 pursuant to The Cleveland BioLabs, Inc. Equity Incentive Plan within three (3) business days following the Payment Date (the “Common Stock Grant”); and d. notwithstanding the provision of any option agreement between Employer and Employee to the contrary, to extend the period during which Employee may exercise any non-qualified stock option that has been previously granted to Employee that is fully vested and outstanding (cand that has not been previously forfeited or exercised) as of July 31, 2011 until the earlier of July 30, 2014 or the date that the option expires by its terms. Employee acknowledges that Employer may make customary and usual payroll deductions from all amounts paid hereunder. Employee shall make arrangements satisfactory to Employer regarding the payment at Completion of any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the Purchaser Common Stock Grant. Withholding obligations may be settled with Common Stock, including Common Stock granted pursuant to the Common Stock Grant. In the event that Employee has not provided Employer with notice in writing by August 8, 2011 to the effect that Employee will provide Employer payment of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, deemed necessary by which Employer in its reasonable discretion to enable Employer to satisfy the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amountminimum federal, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, foreign or other tax withholding or similar obligations of Employer with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments respect to the Initial Consideration set out Common Stock Grant or in Clause 3.3 the event Employee provides such notice but does not deliver payment of the appropriate amount to Employer prior to the Payment Date, then Employer shall be aggregated satisfy the minimum federal, foreign or other tax withholding or similar obligation of Employer with respect to the Common Stock Grant by withholding the number of whole shares of Common Stock (on and netted off against each valued as of the Payment Date) sufficient to satisfy such minimum withholding and other such obligations. Employee agrees and understands that no amount shall be payable by either he is responsible for paying appropriate taxes on the Purchaser consideration described above. Employee agrees to give Employer prompt notice of any governmental inquiries regarding the tax status of the consideration described above and/or this Agreement and of any government decision or ruling relating to the tax status of this Agreement or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant consideration referred to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay herein. In addition to the Vendorsconsideration, Employee will receive payment for accrued but unused vacation pay and business expenses approved by Employer, less usual and customary payroll deductions, in their Respective Proportionshis final paycheck on July 29, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.12011. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.

Consideration. 3.1 The purchase price for Pursuant to the sale terms of the Shares shall be CEO Severance Plan, subject to the aggregate ofremainder of this Agreement, and provided that the Employee signs and returns this Agreement to the Company within twenty-one (21) days after his receipt thereof, does not revoke this Agreement within seven (7) days after signing it in accordance with Section 20 below, and complies with its terms: (a) The Employee shall be entitled to a severance payment (the Initial Consideration “Severance Payment”) in the gross amount of FOUR MILLION FIFTY THOUSAND DOLLARS AND ZERO CENTS ($4,050,000.00) (constituting two (2) times the sum of (A) the Employee’s base salary, as adjusted pursuant in effect on the Separation Date and (B) an amount equal to Clause 3.3the Employee’s short-term incentive bonus target percentage for 2022 times the Employee’s base salary, as in effect on the Separation Date). Subject to the foregoing, this Severance Payment will be paid in substantially equal installments over the twelve (12)-month period immediately following the Separation Date; andprovided, however, (i) any monthly payments otherwise due during the six (6)-month period immediately following the Separation Date shall be accumulated and paid in a single lump sum (without interest) on the first regularly-scheduled payroll date on or following the date that is one day after the day that is six (6) months following the Separation Date and (ii) the balance of any such payments due to be paid to the Employee under this Section 2(a) shall continue to be paid monthly over the remainder of the twelve (12)-month period following the Separation Date. All applicable withholdings from these payments will be made on the basis of a miscellaneous payroll period of 365 days. (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall Employee’s equity awards will be satisfied as follows: (a) the payment at Completion governed by the Purchaser to individual equity award agreements. Per the Vendors in their Respective Proportions terms of the Initial Consideration less agreements, all vested stock options must be exercised within ninety (90) days of Employee’s termination. The Employee acknowledges and agrees that the Secured Amount in accordance foregoing payments and benefits each provide the Employee with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account valuable consideration to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall Employee would not otherwise be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1Employee had not signed this Agreement. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Vendor Balancing Payment”), then the Vendors and the Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Vendors’ Respective Proportions, in accordance with the provisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Final Initial Consideration, together with any Earn-out Payments made pursuant to Schedule 9, shall, subject to adjustment pursuant to Clause 22.2, be adopted for all Tax reporting purposes.