Common use of Miscellaneous Provisions Clause in Contracts

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 8.1 This Agreement shall be binding upon and be to governed in all respects by the benefit of the Parties hereto and their heirslaws, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed bystatutes, and construed in accordance with, the laws regulations of the State of New York without giving effect to any choice of law Maine. Any legal proceeding instituted by the Trust or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of Provider regarding this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in State of Maine administrative or judicial forums. 8.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the extent possible. The invalidity or unenforceability of any particular provision or part of this Agreement shall not affect the remainder of said provision or any other courtprovisions, forum and this Agreement shall be construed in all respects as if such invalid or jurisdictionunenforceable provision or part thereof had been omitted. 8.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or in a written amendment or change order signed by the Trust. The terms of this Agreement may only be amended in writing signed by the parties. No waiver shall be deemed to have been made by any of the Parties unless expressed in writing and signed by the waiving party. The parties hereto hereby irrevocably and unconditionally waive expressly agree that they shall not assert in any objection action relating to the laying of venue Agreement that any implied waiver occurred between the parties which is not expressed in writing. The failure of any such suit, action or proceeding brought party to insist in any one or more instances upon strict performance of any of the terms or provisions of the Agreement, or to exercise an option or election under the Agreement, shall not be construed as a waiver or relinquishment for the future of such court terms, provisions, option or election, but the same shall continue in full force and effect, and no waiver by any claim that party of any such suit, action one or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required more of its rights or permitted hereunder shall be in writing and be served on remedies under the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice Agreement shall be deemed delivered when delivery is to be a waiver of any prior or subsequent rights or remedy under the Agreement or at law. 8.4 The following Riders are attached to and made according to part of this Agreement: Rider A – Statement of Work; Price and Payment Terms Rider B – General Terms and Conditions 8.5 All progress reports, correspondence and related submissions from the records of such courier, (b) sent by facsimile, in which case notice Provider shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONsubmitted to: President Cornell Research Foundation, Inc. Name: ______________________ Title: ______________________ Address: Efficiency Maine Trust ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇-▇▇▇▇ In This individual is designated as the case Agreement Administrator on behalf of LICENSEE: President Nanofluidicsthe Trust for this Agreement, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term except where specified otherwise in this Agreement or provision as replaced by the Executive Director of the Trust. The Agreement Administrator shall be the Trust's representative during the Term of this Agreement. He/she has authority to curtail services if necessary to ensure proper execution and compliance. He/she shall determine when payments under the Agreement shall be waived are due and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed amounts to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orallypaid. No change, modification, addition or amendment He/she shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement make decisions on all claims of the parties respecting its Provider, subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between to the parties respecting its subject matterapproval of the Executive Director of the Trust.

Miscellaneous Provisions. 13.1 Terms Any dispute or claim/s Organizer or I may have arising out of, relating to or in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign connection with this Agreement, my enrollment or participation in whole or in partthe activities, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application aspect of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, my relationship with Organizer will be governed by the substantive law of such the country the Organizer has its registered office (without regard to its “conflict-of-law” rules) (“Applicable Law”). Required Venue: I agree that any suit or other jurisdiction would ordinarily applyproceeding must be filed, entered into and/or take place only at the applicable court within the Jurisdiction of the Applicable Law, except allowed otherwise by the law of the Jurisdiction. The parties hereto hereby irrevocably • If I am signing as Participant’s legal guardian, I have the legal authority to act for the Participant and unconditionally submit on his/her behalf. If my guardian status is challenged or found invalid, I will defend and indemnify the Released Parties, to the exclusive jurisdiction fullest extent allowed by law and per the provisions of any State court sitting in ▇▇▇▇▇▇▇▇ Countythis Agreement, State of New York or Federal court sitting in Syracusejust as if I were the Participant’s lawful legal guardian. • Regarding my relationship with Organizer, New York this Agreement shall take precedence over any suitother forms or contracts I may sign (for parties other than Organizer) in connection with the Activities. • If I use any of the bicycle services provided or made available in connection with the Event (including without limitation any on-course bicycle repairs), action I shall pay for the cost of such services (including the costs of replacement parts, etc.) upon receipt of applicable invoice(s). • In no event may I (or proceeding arising out anyone else on my behalf) without the prior written consent of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either WTC/Organizer: (a) sent by a nationally recognized overnight courieruse any intellectual property of WTC/Organizer and/or its affiliates, in which case notice shall be deemed delivered when delivery is made according to including, but not limited to, the records of such courierIRONMAN®, 70.3®, Iron Girl®, IRONKIDS®, Velothon®, Cape Epic®, 5150®, and Rock ‘n’ Roll® marks and names, the “M-Dot” logo, “K-Dot” logo (collectively, the “WTC IP”) and/or any words or marks that refer to, or are suggestive of, or confusingly similar to, the Event, any Event logo, Event name, Event location, Event date, or Event race distance (collectively, “Event IP”), or (b) sent by facsimilesell, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile noticemarket, distribute, or produce any products, events, merchandise, websites, or services that are IRONMAN®-branded, 70.3®-branded, Event-branded, or branded or marked using (ci) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Event logo,

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties Parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assigneespermitted assigns. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherother Party, which consent shall not be unreasonably withheld or delayed. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto)Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties Parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A partyParty’s address may be changed by written notice to the other partiesParty; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONCornell: President Cornell Research Foundation, Inc. Center for Technology Enterprise and Commercialization Attn: Executive Director ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEEWith a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President NanofluidicsCornell Research Foundation, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇)▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ In the case of LICENSEE: Stealth Peptides International Inc. c/o Stealth Peptides Inc. Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, MA 02459 Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ All payments shall be made to Cornell: Cornell Center for Technology Enterprise and Commercialization ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Accounting Department If remitted by electronic payments via ACH or Fed Wire: Receiving bank name: [**] Bank account no.: [**] Bank routing (ABA) no.: [**] SWIFT Code: [**] Bank account name: [**] Bank ACH format code: [**] Bank address: [**] Additional information: [**] A FAX copy of the transaction receipt shall be sent to Associate Director for Finance and Operations at: ▇▇▇-▇▇▇-▇▇▇▇. LICENSEE is responsible for all bank charges of wire transfer of funds for payments. The bank charges shall not be deducted from total amount due to Cornell. 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party Party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties heretoParties. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties Parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties Parties respecting its subject matter. 13.9 This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document by both Parties as listed below. Any photocopy or facsimile copy of this fully executed Agreement shall have the same legal force and effect as any copy bearing original signatures. Signatures transmitted by facsimile shall be deemed valid as original signatures.

Miscellaneous Provisions. 13.1 Terms 12.1 The Settling Parties and their counsel acknowledge that it is their intent to consummate this Class Settlement Agreement and agree to undertake their best efforts to effectuate and implement all terms and conditions of this Class Settlement Agreement, including taking all 12.2 The Parties intend this Class Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Litigation and with regard to the Released Parties. The Class Settlement Agreement compromises claims that are contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or defense. The Settling Parties each agree that the settlement was negotiated in this good faith by the Settling Parties and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a reasonable basis. 12.3 Neither the Class Settlement Agreement which appear capitalized, other than the names nor any act performed or document executed pursuant to or in furtherance of the parties and article headingsClass Settlement Agreement: (a) is or may be deemed to be or may be used as an admission of, have or evidence of, the meanings given validity or lack thereof of any Released Claim or of any wrongdoing or liability of any of the Released Parties; or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Released Parties, in Article 2 and retain those meanings whether used any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal. Any of the singular Released Parties may file the Class Settlement Agreement in any action that may be brought against them or pluralany of them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 13.2 This 12.4 The Class Settlement Agreement may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest. Amendments and modifications may be made without additional notice to the Settlement Class Members unless such notice is required by the Court. 12.5 The Class Settlement Agreement contains the entire agreement between the Settling Parties and supersedes all prior agreements or understandings between them. The terms of the Class Settlement Agreement shall be construed as if drafted jointly by all Settling Parties to this Class Settlement Agreement. The terms of the Class Settlement Agreement shall be binding upon and be to the benefit each of the Settling Parties hereto and to this Class Settlement Agreement, their heirsagents, attorneys, employees, successors and assigneesassigns, and upon all other Persons or entities claiming any interest in the subject matter hereof, including any Settlement Class Member. 12.6 CaptureRx shall not be liable for any additional attorneys’ fees and expenses of any Settlement Class Members’ counsel, including any potential objectors or counsel representing a Settlement Class Member individually, other than what is expressly provided for in this Class Settlement Agreement. HoweverSettlement Class Counsel agree to hold CaptureRx harmless from any claim regarding the division of any Attorneys’ Fees and Expenses Award to Settlement Class Counsel, neither Party and any claim that the term “Settlement Class Counsel” fails to include any counsel, Person, or firm who claims that they are entitled to a share of any attorneys’ fees awarded to Settlement Class Counsel in this lawsuit. 12.7 The Class Settlement Agreement shall assign this Agreementbe considered to have been negotiated, executed and delivered, and to be wholly performed, in whole or in partthe State of Texas, without and the written consent rights and obligations of the other. 13.3 All issues and questions concerning parties to the construction, validity and interpretation of this Class Settlement Agreement and the Schedules and Exhibits hereto shall be governed by, construed and construed enforced in accordance with, and governed by, the internal, substantive laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of Texas without 12.8 The Court shall retain jurisdiction over the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoingimplementation, the internal law of the State of New York shall control the interpretation enforcement, and construction performance of this Class Settlement Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the shall have exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action action, proceeding, or proceeding dispute arising out of or relating to this Class Settlement Agreement that cannot be resolved by negotiation and agreement by counsel for the Settling Parties. The Court shall retain jurisdiction with respect to the administration, consummation, and enforcement of the Class Settlement Agreement and shall retain jurisdiction for the purpose of enforcing all terms of the Class Settlement Agreement. The Court shall also retain jurisdiction over all questions and/or disputes related to the Notice Program and the Claims Administrator. As part of its agreement to render services in connection with this Settlement, the Claims Administrator shall consent to the jurisdiction of the Court for this purpose. 12.9 The individuals signing this Class Settlement Agreement on behalf of CaptureRx represent that they are fully authorized by CaptureRx to enter into, and to execute, this Class Settlement Agreement on its behalf. Settlement Class Counsel represent that they are fully authorized to conduct settlement negotiations with counsel for CaptureRx on behalf of Representative Plaintiffs, and to enter into, and to execute, this Class Settlement Agreement on behalf of the Settlement Class, subject to Court approval pursuant to Fed. R. Civ. P. 23(e). 12.10 None of the Settling Parties to this Class Settlement Agreement shall be considered to be the primary drafter of this Class Settlement Agreement or any provision hereof for the purpose of any rule of interpretation or construction that might cause any provision to be construed against the drafter. 12.11 The Settling Parties agree that no such suitthis Class Settlement Agreement, action or proceeding shall be brought and the Final Order following from the Class Settlement Agreement, will not prejudice in any other courtway the Settling Parties’ 12.12 In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, forum unenforceable, or jurisdiction. The parties hereto hereby irrevocably void, this Class Settlement Agreement shall continue in full force and unconditionally waive any objection effect without said provision to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumextent CaptureRx does not exercise its right to terminate under Paragraph 10. 13.4 12.13 If applicable, within thirty (30) days after Award payments are funded, Settlement Class Counsel shall destroy all confidential, non-public information obtained in connection with the Litigation and Class Settlement Agreement, and certify the same. 12.14 All notices required or permitted hereunder formal communications under this Class Settlement Agreement shall be in writing and shall be served on given (i) by hand delivery; (ii) by registered or certified mail, return receipt requested, postage pre-paid; or (iii) by overnight courier to counsel for the parties Settling Party to whom notice is directed at the addresses set forth below. Any such notices shall be either (a) sent following addresses, and also send a copy by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.electronic mail:

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 9.1 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, by and construed in accordance with, with the laws of the State of New York Delaware (without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit regard to the exclusive jurisdiction conflicts of any State court sitting in laws principles thereof). 9.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of NY Residential REIT (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to NY Residential REIT via email at i▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ County(with a copy to be sent concurrently via prepaid certified mail to: NY Residential REIT, State of New York or Federal court sitting in SyracuseLLC c/o Commencement Capital LLC, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term Attention: Investor Relations. Any such notice or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach communication shall be deemed to be have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a waiver day on which banking institutions in the State of a different or subsequent breachDelaware are legally closed for business. 13.6 9.3 This Agreement Agreement, or the rights, obligations or interests of the Subscriber hereunder, may not be modifiedassigned, changed transferred or terminated orallydelegated without the prior written consent of NY Residential REIT. No changeAny such assignment, modification, addition transfer or amendment delegation in violation of this section shall be valid unless null and void. 9.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in writing order to effectuate the purposes of this Agreement. 9.5 Any term of this Agreement may be amended and signed by the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 13.7 9.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 9.7 In the event that either party hereto shall commence any provision suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of this Agreement is determined to be invalid or unenforceableappeal, the remaining provisions shall remain in full force and effectif any. 13.8 9.8 This Agreement constitutes (including the exhibits and contains schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the parties respecting its subject matter and Subscriber’s contractual relationship with NY Residential REIT with regard to the matters set forth herein. This Agreement supersedes any and all prior negotiations, correspondence, understandings and agreementsor contemporaneous communications, whether oral, written or oralelectronic, between us. 9.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 9.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 9.11 The parties acknowledge that there are no third party beneficiaries of this Agreement, except for any affiliates of NY Residential REIT that may be involved in the issuance or servicing of Common Shares on the Site, which the parties respecting its subject matterexpressly agree shall be third party beneficiaries hereof.

Miscellaneous Provisions. 13.1 Terms 20.1 The Settling Parties (i) acknowledge that it is their intent to consummate this Agreement; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Settlement Agreement, and to exercise their best efforts to accomplish the terms and conditions of this Settlement Agreement. 20.2 The Settling Parties intend this settlement to be a final and complete resolution of all disputes between them with respect to the Litigation. The settlement compromises claims that are contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or defense. The Settling Parties each agree that the settlement was negotiated in this Agreement which appear capitalizedgood faith by the Settling Parties, and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a reasonable basis. It is agreed that no Party shall have any liability to any other than Party as it relates to the names Litigation, except as set forth herein. 20.3 Neither the Settlement Agreement, nor the settlement contained herein, nor any act performed or document executed pursuant to or in furtherance of the parties and article headingsSettlement Agreement or the settlement (i) is or may be deemed to be or may be used as an admission of, have or evidence of, the meanings given in Article 2 and retain those meanings whether used in the singular validity or plural. 13.2 This Agreement shall be binding upon and be to the benefit lack thereof of any Released Claim, or of any wrongdoing or liability of any of the Parties hereto and their heirsReleased Persons; or (ii) is or may be deemed to be or may be used as an admission of, successors and assignees. Howeveror evidence of, neither Party shall assign this Agreement, in whole any fault or in part, without the written consent omission of any of the other. 13.3 All issues and questions concerning the constructionReleased Persons in any civil, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed bycriminal or administrative proceeding in any court, and construed in accordance with, the laws administrative agency or other tribunal. Any of the State Released Persons may file the Settlement Agreement and/or the Judgment in any action that may be brought against them or any of New York without giving effect them in order to any choice support a defense or counterclaim based on principles of law res judicata, collateral estoppel, release, good faith settlement, judgment bar, or conflict of law rules or provisions (whether of the State of New York reduction or any other jurisdiction) that would cause the application theory of claim preclusion or issue preclusion or similar defense or counterclaim. 20.4 The Settlement Agreement may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest. 20.5 The exhibits to this Settlement Agreement and any exhibits thereto are a material part of the laws Settlement and are incorporated and made a part of the Agreement. 20.6 This Settlement Agreement, including all exhibits hereto, contains the entire understanding between the Defendant and Plaintiffs regarding the payment of the Litigation settlement and supersedes all previous negotiations, agreements, commitments, understandings, and writings between the Defendant and Plaintiffs in connection with the payment of the Litigation settlement. Except as otherwise provided herein, each party shall bear its own costs. This Settlement Agreement supersedes all previous agreements made between the Defendant and Plaintiffs. 20.7 Proposed Settlement Class Counsel, on behalf of the Settlement Class, are expressly authorized by Representative Plaintiffs to take all appropriate actions required or permitted to be taken by the Settlement Class pursuant to the Settlement Agreement to effectuate its terms, and also are expressly authorized to enter into any modifications or amendments to the Settlement Agreement on behalf of the Settlement Class which they deem appropriate in order to carry out the spirit of this Settlement Agreement and to ensure fairness to the Settlement Class. 20.8 Each counsel or other Person executing the Settlement Agreement on behalf of any party hereto hereby warrants that such Person has the full authority to do so. 20.9 The Settlement Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. A complete set of original executed counterparts shall be filed with the Court. 20.10 The Court shall retain jurisdiction other than the State of New York. In furtherance with respect to implementation and enforcement of the foregoing, the internal law terms of the State of New York shall control the interpretation and construction of this Agreement (Settlement Agreement, and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in the Settlement Agreement. The Court shall have exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action action, proceeding or proceeding dispute arising out of or relating to this Agreement that cannot be resolved by negotiation and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdictionagreement by counsel for the Parties. The parties hereto hereby irrevocably and unconditionally waive any objection Court shall retain jurisdiction with respect to the laying administration, consummation and enforcement of venue the Agreement and shall retain jurisdiction for the purpose of any such suitenforcing all terms of the Agreement. The Court shall also retain jurisdiction over all questions and/or disputes related to the Notice and the Claims Administrator. As part of its agreement to render services in connection with this Settlement, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumthe Claims Administrator shall consent to the jurisdiction of the Court for this purpose. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier20.11 As used herein, in which case notice shall be deemed delivered when delivery is made according to the records of such courier“he” means “he, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile noticeshe, or (c) sent by personal deliveryit;” “his” means “his, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile hers, or personal delivery its,” and delivered after 5:00 p.m.“him” means “him, Eastern Daylight Timeher, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachit. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.”

Miscellaneous Provisions. 13.1 Terms 10.1 This Agreement together with the instruments referred to herein and the Exhibits attached hereto, embody the entire agreement between the Parties with regard to the subject matter hereof, and supersede all other prior agreements, arrangements, understandings, negotiations and discussions, whether oral or written between the Parties relating to the subject matter hereof and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth in this Agreement which appear capitalizedor in subsequent documents delivered pursuant thereto. This Agreement may be supplemented, altered, amended, modified or revoked only in writing, signed by all Parties hereto. 10.2 Except for the definition headings contained in Article 1, all of the captions, numbering sequences and paragraph headings used in this Agreement are inserted for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part thereof, nor shall they have any legal effect other than the names to aid in a reasonable interpretation of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralthis Agreement. 13.2 This Agreement shall be binding upon and be to 10.3 Each Party has had the benefit of independent representation with respect to the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign subject matter of this Agreement. This Agreement, in whole or in partthough drawn by one Party, without shall be considered for all purposes as prepared through the written consent joint efforts of the otherParties, and shall not be construed against one Party or the other as a result of the preparation, submittal or other events of negotiation, drafting or execution hereof. 13.3 All issues and questions concerning 10.4 Each of the construction, validity and interpretation Exhibits attached to this Agreement are incorporated into this Agreement by reference as fully as if the text of each Exhibit were set forth within the body of this Agreement. 10.5 In the event of any conflicts or inconsistencies between the provisions of this Agreement and any other agreement, including any agreement referenced herein to be executed by the Schedules and Exhibits hereto shall be governed by, and construed in accordance withParties hereafter, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under shall control to the extent of such conflict. 10.6 The Parties agree that jurisdiction’s choice of law prior to making any public announcement or conflict of law analysisstatement with respect to the transactions or operations contemplated by this Agreement, the substantive law Party desiring to make such public announcement shall obtain the prior written approval of the other Party to the text of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ Countyannouncement or statement, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding which approval shall not be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other partiesunreasonably withheld; provided, however, that no notice of a change of address any Party shall have the right, for any reason, to deny approval in the event the announcement or statement specifically names or otherwise identifies said Party. Nothing contained in this Article 10.6 shall be affected until actual receipt construed to require any Party to obtain approval to disclose information to any State or Federal governmental authority or agency, to the extent required by applicable law or by any applicable rules, regulations or orders of such noticeany governmental authority or agency having jurisdiction, or as necessary to comply with any disclosure requirements of applicable securities laws or any applicable stock exchanges, or if otherwise permitted under the terms of the Operating Agreement. 10.7 This Agreement may be executed by signing the original or a counterpart hereof. In If this Agreement is executed in multiple counterparts, each counterpart shall be deemed an original and all of which when taken together shall constitute but one and the case same Agreement with the same effect as if all Parties had signed the same instrument. This Agreement may also be ratified by separate instrument referring to this Agreement and adopting by reference all the provisions of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In this Agreement. A ratification shall have the case same effect as an execution of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇the original Agreement. 13.5 No term or 10.8 This Agreement is subject to the arbitration provisions of the Operating Agreement. 10.9 If any provision of this Agreement shall is for any reason held to violate any applicable law, governmental rule or regulation, or if the provision is held to be waived and no breach excused unless unenforceable or unconscionable, then such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach provision shall be deemed to be a waiver null and void; but the invalidity of a different or subsequent breach. 13.6 This Agreement may that specific provision shall not be modifiedheld to invalidate the remaining provisions of this Agreement. All other provisions in the entirety of this Agreement (including all Exhibits) shall remain in full force and effect unless the removal of the invalid provision destroys the legitimate purposes of this Agreement, changed or terminated orally. No change, modification, addition or amendment in which event this Agreement shall be valid unless in writing canceled and signed by the parties hereto. 13.7 terminated. In the event any provision of this Agreement is determined or shall become unenforceable because of changes in applicable laws, or interpretations thereof, or should this Agreement fail to be invalid or unenforceableinclude a provision that is required as a matter of law, the remaining validity of the other provisions of this Agreement shall remain not be affected. If those circumstances should arise, the Parties shall negotiate in full force and effectgood faith the required modifications to this Agreement to place themselves in the same position (insofar as possible), as they would have been in but for the change in applicable laws or interpretations thereof. If they cannot agree, the matter shall be submitted to arbitration. 13.8 10.10 This Agreement constitutes does not benefit or create any rights in any person or entity not a party to this Agreement. It is expressly agreed that the duties, obligations and contains the entire agreement liabilities of the parties respecting its subject matter Parties are several and supersedes not joint, and nothing contained herein shall be construed to create or impose a partnership duty, obligation or liability on any and of the Parties. Further, each Party represents that upon execution of this Agreement it has secured all prior negotiations, correspondence, understandings and agreements, whether written necessary management approvals or oral, between the parties respecting its subject matterother corporate approvals necessary to make this Agreement a fully binding contract.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 6.1 This Agreement shall be binding upon governed in all respects by the laws, statutes, and regulations of the State of Maine. Any legal proceeding instituted by the Trust or Recipient regarding this Agreement shall be brought in State of Maine administrative or judicial forums. 6.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the extent possible. The invalidity or unenforceability of any particular provision or part thereof of this Agreement shall not affect the remainder of said provision or any other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted. 6.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire Agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or in a written amendment or change order signed by the Trust. This Agreement, and the rights and obligations hereunder, shall inure to the benefit of the Parties hereto and their heirspermitted assigns. No waiver shall be deemed to have been made by any of the Parties unless expressed in writing and signed by the waiving party. The Parties expressly agree that they shall not assert in any action relating to the Agreement that any implied waiver occurred between the Parties which is not expressed in writing. The failure of any Party to insist in any one or more instances upon strict performance of any of the terms or provisions of the Agreement, successors or to exercise an option or election under the Agreement, shall not be construed as a waiver or relinquishment for the future of such terms, provisions, option or election, but the same shall continue in full force and assignees. Howevereffect, neither and no waiver by any Party of any one or more of its rights or remedies under the Agreement shall assign be deemed to be a waiver of any prior or subsequent rights or remedy under the Agreement or at law. 6.4 The following Riders are attached to and made part of this Agreement: Rider A – Statement of Work, in whole or in partSpecifications and Project Description Rider B – Payment Schedule and Project Milestones Rider C – General Terms and Conditions 6.5 All progress reports, without correspondence and related submissions from the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto Recipient shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in submitted to: Name: ▇▇▇ ▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Title: Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONProgram Manager Efficiency Maine Trust Address: President Cornell Research Foundation, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇.▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ @▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision ▇▇▇▇.▇▇▇ This individual is designated as the Agreement Administrator on behalf of the Trust for this Agreement, except where specified otherwise in this Agreement or as replaced by the Executive Director of the Trust. The Agreement Administrator shall be waived the Trust's representative during the Term. He/she has authority to curtail services if necessary to ensure proper execution and no breach excused unless such waiver or consent compliance. He/she shall be in writing certify to the Trust when payments under the Agreement are due and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed amounts to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orallypaid. No change, modification, addition or amendment He/she shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement make decisions on all claims of the parties respecting its Recipient, subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between to the parties respecting its subject matterapproval of the Executive Director of the Trust.

Miscellaneous Provisions. 13.1 Terms 11.1 Nothing in this Agreement which appear capitalizedshall create a partnership, joint venture or establish the relationship of principal and agent or any other than relationship of similar nature between the names of parties. In all transactions regarding Materials, Licensee shall assume sole responsibility for any commitments, obligations or representations made by it in connection with the parties use, manufacture, marketing, promotion, distribution and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralsale thereof. 13.2 This Agreement shall 11.2 All notices and statements which are required or which may be binding upon and be to given under the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation provisions of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) hand-delivered or sent by a nationally recognized overnight couriercourier or certified or registered mail, in which case notice shall be deemed delivered when delivery is made according to the records of such courierpostage prepaid, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONas follows: President Cornell Research FoundationTo Licensor at: Caesars Interactive Entertainment, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE-8969 Attention: President NanofluidicsVP Sports and Entertainment With a copy to: Chief Counsel, Inc. Intellectual Property ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ -8969 and to Licensee at the address set forth on the signature page of this Agreement. All notices shall be deemed given and made upon receipt by the party to which it was sent. Either party hereto may change its address for notice by written notice to that effect given to the other party in accordance with this Paragraph 11.2. 13.5 11.3 This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto, pertaining to such subject matter. There are no warranties, representations or agreements, express or implied, between the parties in connection with the subject matter hereof except as may be specifically set forth herein. No term amendment, supplement, modification or provision waiver of this Agreement shall be waived and no breach excused binding on Licensor unless such waiver or consent shall be it is set forth in writing and a written document signed by the party claimed to have waived or consentedan authorized officer of Licensor. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a breach waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in a written document signed by the parties thereto. 11.4 Licensee shall have no right to assign or transfer this Agreement or the licenses granted hereunder in whole or in part. Any attempt by Licensee to assign or transfer this Agreement or the rights granted herein without the written consent of Licensor shall render this Agreement void ab initio. For purposes of this Agreement, an “assignment” includes but is not limited to the sale of all or substantially all of the stock, assets or voting control of Licensee, any corporate reorganization of Licensee, or any other transfer under an operation of law. Licensor may assign this Agreement and/or any of its rights or obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 11.5 Neither party shall be liable for any delay or failure to perform its obligations excluding payment obligations hereunder due to (i) a force majeure event (including, without limitation, strikes, shortages, riots, insurrection, fires, flood, storm, earthquakes, explosions, acts of God, war, civil unrest, terrorism, labor conditions, or any other cause. Each party shall use its reasonable commercial efforts to minimize the duration and consequences of any failure of or delay in performances resulting from a Force Majeure event and will furnish to the other party a detailed written response describing such event, its estimated duration and the actions proposed to be taken in response thereto. Under no circumstances will a Force Majeure event relieve Licensee of it’s obligation to pay the minimum license fee set forth in Section 3 of this Agreement. Should a Force Majeure event delay Licensee’s non-financial obligations for a period of more than thirty (30) days, Licensor at its option may terminate this Agreement. 11.6 This Agreement shall be deemed executed and delivered within the State of Nevada, is made in contemplation of its interpretation and effect being construed in accordance with the laws of said State applicable to contracts fully executed and performed in said State, and it is expressly agreed that it shall be construed in accordance with the laws of the State of Nevada without giving effect to the principles of the conflicts of laws. All litigation arising out of or relating to this Agreement shall be brought in the federal or state courts of Nevada and the parties consent to jurisdiction therein. Both parties irrevocably submit to the personal jurisdiction of the state and federal courts for and located in ▇▇▇▇▇ County, Nevada. 11.7 Any of these terms and conditions which by their nature extend beyond the termination or expiration of the Agreement remain in effect until fulfilled. 11.8 The Agreement and any amendment or addendum thereto may be executed in counterparts each of which when executed by the requisite parties shall be deemed to be a waiver complete original document. An electronic or facsimile copy of a different the executed Agreement or subsequent breachany amendment or addendum thereto or counterpart thereof shall be deemed, and shall have the same legal force and effect as, an original document. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 11.9 In the event either party brings an action against the other to enforce the terms, covenants and conditions of this Agreement, or to defend an action brought by the other party, the prevailing party in such action shall be reimbursed by the other party for such costs as may be incurred in such action and any appeal from judgment, including reasonable attorney’s fees, court costs and expert witness fees. 11.10 The headings and captions contained in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of this Agreement or in any way affect this Agreement. Unless the context otherwise specifically requires, words importing the singular include the plural and vice versa. The terms "hereunder", "hereto", "herein" and similar terms relate to this entire Agreement and not to any particular paragraph or provision of this Agreement is determined to be invalid Agreement. WORLD SERIES OF POKER® WSOP *Registration marks are appropriate for use in the United States and Mexico. Licensee will maintain at all times during the term of the Agreement, insurance for claims which may arise from, or unenforceablein connection with, the remaining provisions shall remain in full force services performed / products furnished by Licensee, their agents, representatives, employees or subcontractors with coverage at least as broad and effect. 13.8 This Agreement constitutes and contains the entire agreement with limits of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.liability not less than those stated below:

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 16.1 This License Agreement shall be binding upon construed, governed, interpreted and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed applied in accordance with, with the laws of the State of New York York, without giving effect regard to principles of conflicts of laws. 16.2 If this Agreement or any choice associated transaction is required by the law of law any nation to be either approved or conflict registered with any governmental agency, the Company shall assume all legal obligations to do so and the costs in connection therewith. 16.3 The Company shall observe all applicable United States and foreign laws with respect to the use, sale manufacture and transfer of law rules or provisions (whether Licensed Products and related technical data to foreign countries, including, without limitation, the regulations of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoingFood and Drug Administration and its foreign equivalents, the internal law of the State of New York shall control the interpretation and construction of this Agreement International Traffic in Arms Regulations (and all Schedules and Exhibits heretoITAR), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. Export Administration Regulations. 16.4 The parties hereto hereby irrevocably acknowledge that this Agreement, including the Appendices and unconditionally submit documents incorporated by reference, sets forth the entire agreement and understanding of the parties hereto as to the exclusive jurisdiction subject matter hereof, and shall not be subject to any change of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to modification except by the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice execution of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed written instrument subscribed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In 16.5 The provisions of this License Agreement are severable, and in the event that any provision of this License Agreement is shall be determined to be invalid or unenforceableunenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions shall remain in full force and effecthereof. 13.8 16.6 The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this License Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. 16.7 The headings of the several articles are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 16.8 This Agreement constitutes and contains will not be binding upon the parties until it has been signed below on behalf of each party, in which event, it shall be effective as of the date recited on page one. 16.9 This Agreement embodies the entire agreement understanding of the parties respecting its subject matter and supersedes any and shall supersede all prior negotiationsprevious communications, correspondencerepresentations or understandings, understandings and agreements, whether written either oral or oralwritten, between the parties respecting its relating to the subject mattermatter hereof. 16.10 Each party hereto shall be excused from any breach of this Agreement which is proximately caused by governmental regulation, act of war, strike, act of God or other similar circumstance normally deemed outside the control of the parties.

Miscellaneous Provisions. 13.1 Terms in 14.1 The Settling Parties and their counsel agree to undertake their best efforts and mutually cooperate to effectuate this Agreement which appear capitalized, other than and the names terms of the parties proposed settlement set forth herein, including taking all steps and article headingsefforts contemplated by this Agreement, have and any other steps and efforts which may become necessary by order of the meanings given Court or otherwise. 14.2 The Settling Parties intend this Agreement to be a final and complete resolution of all disputes between them with respect to the Action. The Agreement compromises claims that are contested and shall not be deemed an admission by any of the Settling Parties as to the merits of any claim or defense. The Settling Parties each agree that the settlement and this Agreement were negotiated in Article 2 good faith and retain those meanings whether used at arm’s-length by the Settling Parties and reflects a settlement that was reached voluntarily after consultation with competent legal counsel. 14.3 This Agreement may be amended only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest. Amendments may be made without additional notice to the Settlement Class Members unless such notice is required by the Court. 14.4 Except as otherwise provided, this Agreement contains the entire agreement between the Settling Parties and supersedes any prior agreements or understandings between them. All terms of this Agreement are contractual and not mere recitals and shall be construed as if drafted by all Settling Parties to this Agreement. The terms of this Agreement are and shall be binding upon each of the Settling Parties to this Agreement, their agents, attorneys, employees, successors, and assigns, and upon all other Persons or entities claiming any interest in the singular or pluralsubject matter hereof, including any Settlement Class Member. 13.2 14.5 This Agreement shall be binding upon subject to, governed by, construed, and be enforced pursuant to the benefit laws of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherCalifornia. 13.3 All issues 14.6 Any individual signing this Agreement on behalf of any Person represents and questions concerning warrants that he or she has full authority to execute and enter into the construction, validity terms and interpretation conditions of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law on behalf of such other jurisdiction would ordinarily apply. Person. 14.7 The parties hereto hereby irrevocably and unconditionally Settling Parties agree to submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over the Court for any suit, action action, proceeding, or proceeding dispute arising out of or relating to this Agreement or the applicability of the Agreement and agree that its exhibits, but for no such suitother purpose. 14.8 All agreements made and orders entered during the course of the Action relating to the confidentiality of information shall survive this Agreement, action including but not limited to those relating to all information exchanged for purposes of mediation or proceeding shall under the auspices of Federal Rule of Evidence 408 and its state law equivalents. 14.9 Any notice, instruction, application for Court approval, or application for Court orders sought in connection with this Agreement or other document to be brought in given by any Settling Party to any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder Settling Party shall be in writing and delivered by email, if to Defendants to the attention of the Defendants’ counsel, or if to the Named Plaintiffs or the Settlement Class to Class Counsel, or to other recipients as the Court may specify. 14.10 This Agreement may be served on executed by the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courierSettling Parties or their authorized representatives in one or more counterparts, in each of which case notice shall be deemed delivered when delivery is made according to an original but all of which together shall constitute one and the records of such courier, (b) same instrument. Scanned signatures or signatures sent by facsimile, in which case notice email or facsimile shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receiptas effective as original signatures. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business DayIT IS SO AGREED. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, individually and as a Class Representative Signature: Date: ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ individually and as a Class Representative Signature: Date: ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, individually and as a Class Representative Signature: Date: ▇▇▇▇▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived , individually and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of as a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Class Representative Signature: Date:

Miscellaneous Provisions. 13.1 Terms Any rights, powers and remedies entitled to any Existing Shareholdersy any provision herein shall not preclude any other rights, powers and remedies entitled to such Party in accordance with laws and other provisions under this Agreement which appear capitalizedAgreement, and a Party’s exercise of any of its rights, powers and remedies shall not preclude its exercise of other than the names of the parties rights, powers and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralremedies. 13.2 No failure or delay by a Party to exercise any of its rights, powers and remedies hereunder or in accordance with laws (the “Rights”) shall be construed as a waiver of such Rights, and the waiver of any single or partial exercise of the Rights shall not preclude its exercise of such Rights in any other way or its exercise of other Rights. 13.3 The headings of the sections herein are for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof. 13.4 Each provision contained herein shall be severable and independent from other provisions. If at any time one or several provisions herein shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of other provisions herein shall not be affected thereby. 13.5 This Agreement, upon its execution, supersedes any other legal documents executed by the Parties with respect to the same subject hereof. Any amendments or supplements to this Agreement shall be in writing and shall become effective upon duly execution by the Parties hereto. 13.6 No Party shall assign any of its rights and/or obligations hereunder to any third parties without prior written consent from other Parties. 13.7 This Agreement shall be binding upon and be to on the benefit legal transferees or successors of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherParties. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 16.1 This Agreement shall be binding upon construed, governed, interpreted and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed applied in accordance with, with the laws of the State of New York without giving Florida, U.S.A., except that questions affecting the construction and effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than patent shall be determined by the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control country in which the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. patent was granted. 16.2 The parties hereto hereby irrevocably acknowledge that this Agreement sets forth the entire Agreement and unconditionally submit understanding, and supersedes and makes null and void any and all prior understandings and agreements, of the parties hereto as to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this subject matter hereof (including without limitation the Original Agreement and agree that no such suitthe letter between the RESEARCH FOUNDATION and LICENSEE dated April 29, action 2003), and shall not be subject to any change or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to modification except by the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice execution of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed written instrument subscribed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision 16.3 The provisions of this Agreement is are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceableunenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions shall remain in full force and effecthereof. 13.8 16.4 LICENSEE agrees to ▇▇▇▇ the Licensed Products sold in the United States (or their respective packagings or packaging inserts) with all applicable United States patent numbers. All Licensed Products shipped to or sold in other countries (or their respective packagings or packaging inserts) shall be marked in such a manner as to conform with the patent laws and practice of the country of manufacture or sale. 16.5 The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. 16.6 This Agreement constitutes will be binding and contains inure to the entire agreement benefit of the parties respecting its subject matter hereto and supersedes any their respective affiliates and all prior negotiationspermitted successors and assigns. 16.7 The representations, correspondencewarranties, understandings covenants, and agreements, whether written or oral, between undertakings contained in this Agreement are for the sole benefit of the parties respecting its subject matterhereto and their permitted successors and assigns and such representations, warranties, covenants, and undertakings will not be construed as conferring any rights on any other party, other than the University. 16.8 Nothing contained in this Agreement will be deemed to place the parties hereto in a partnership, joint venture or agency relationship and neither party will have the right or authority to obligate or bind the other party in any manner. 16.9 This Agreement may be executed in two counterparts, each of which will be deemed an original and both of which, taken together, shall constitute one and the same instrument.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used 1. Words in the singular or pluralinclude the plural and vice-versa. 13.2 2. This Agreement is to be construed according to its fair meaning and as if prepared by all Parties and is deemed to be and contain the entire understanding and agreement between the Parties. There shall be binding upon deemed to be no other terms, conditions, promises, understandings, statements, or representations, expressed or implied, concerning this Agreement unless set forth in writing and signed by the Parties. 3. Except as otherwise described herein, this Agreement cannot be modified or assigned except in writing signed by all Parties. 4. Subject to the benefit of provisions hereof, the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation benefits of this Agreement and the Schedules burdens hereunder inure to and Exhibits hereto shall are binding upon the Parties and their respective, administrators, successors, agents and permitted assigns. 5. This Agreement will be governed by, by and its terms construed in accordance with, under the laws of the State of New York without giving effect Colorado. Any judicial proceedings commenced by a party to enforce any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause obligations, covenants, and agreements contained herein, must be commenced in the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting Larimer County District Court located in Fort ▇▇▇▇▇▇▇▇ County, State Colorado. 6. Nothing contained herein is deemed or should be construed by the Parties nor by any third party as creating the relationship of New York principal and agent, a partnership or Federal a joint venture between the Parties, or any employment relationship between the Parties. 7. This Agreement is made for the sole and exclusive benefit of the Parties, and it is not made for the benefit of any third party. 8. If any term or condition of this Agreement is held to be invalid by final judgment of any court sitting of competent jurisdiction, the invalidity of such a term or condition, will not in Syracuseany way affect any of the other terms or conditions of this Agreement, New York over provided that the invalidity of any suitsuch term or condition does not materially prejudice any party in their respective rights and obligations under the valid terms and conditions of this Agreement. 9. No Party will be deemed in violation of this Agreement if prevented from performing any of its respective obligations hereunder by reason of strikes, action boycotts, labor disputes, embargoes, shortage of energy or proceeding arising out materials, acts of God, acts of public enemies, acts of superior governmental authorities, weather conditions, rights, rebellions, sabotage, or relating to any other circumstances for which it is not responsible or that are not within its control. 10. The Parties agree that this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address related documents may be changed by written notice subject to disclosure under the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ Colorado Open Records Act (“▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach”). 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms 7.1 All notices provided for in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing writing, and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed to have been duly given when delivered when delivery is made according personally to the records of such courierparty to receive the same, (b) sent when transmitted by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile noticeelectronic means, or (c) sent when mailed first class postage prepared, by personal deliverycertified mail, in which case notice return receipt requested, addressed to the party to receive the same at his/her or its address as the party shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed have specified by written notice to given in the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇manner provided for in this Section 7.1. 13.5 7.2 No term or provision of this Agreement shall be modified, waived and no breach excused or discharged unless such the modification, waiver or consent shall be discharge is agreed to in writing and signed by Executive and by an authorized officer of the party claimed to have waived or consentedCompany (other than Executive). No waiver by either party of a any breach shall be deemed to be a waiver of, or of a different compliance with, any condition or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 7.3 No other agreements, representations or understandings (whether oral or written) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter of this Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. 7.4 All payments made under this Agreement shall be subject to reduction to reflect taxes of other charges required to be invalid withheld by law. 7.5 The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of British Virgin Islands (except provisions governing the choice of law). 7.6 The invalidity or unenforceableunenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, the remaining provisions which shall remain in full force and effect. 13.8 7.7 This Agreement constitutes and contains all rights and obligations of Executive hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the entire agreement Company's obligations hereunder in connection with any sale or transfer of all or a substantial portion of the parties respecting its subject matter Company's assets to such entity. 7.8 Any dispute or claim arising out of or in connection with this Agreement will be finally settled by binding arbitration in Hong Kong in accordance with the rules of the Hong Kong International Arbitration Centre by one arbitrator appointed in accordance with said rules. Executive and supersedes the Company shall split the cost of the arbitration filing and hearing fees and the cost of the arbitrator. The arbitrator will award attorney fees to the prevailing party. The arbitrator shall apply the laws of British Virgin Islands, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any and all prior negotiationsdispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject mattermay apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. 7.9 The headings of the paragraphs contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement. 7.10 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 6.1 This Agreement shall be binding upon governed in all respects by the laws, statutes, and regulations of the State of Maine. Any legal proceeding instituted by the Trust or Recipient regarding this Agreement shall be brought in State of Maine administrative or judicial forums. 6.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the extent possible. The invalidity or unenforceability of any particular provision or part thereof of this Agreement shall not affect the remainder of said provision or any other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted. 6.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire Agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or in a written amendment or change order signed by the Trust. This Agreement, and the rights and obligations hereunder, shall inure to the benefit of the Parties hereto and their heirspermitted assigns. No waiver shall be deemed to have been made by any of the Parties unless expressed in writing and signed by the waiving party. The Parties expressly agree that they shall not assert in any action relating to the Agreement that any implied waiver occurred between the Parties which is not expressed in writing. The failure of any Party to insist in any one or more instances upon strict performance of any of the terms or provisions of the Agreement, successors or to exercise an option or election under the Agreement, shall not be construed as a waiver or relinquishment for the future of such terms, provisions, option or election, but the same shall continue in full force and assignees. Howevereffect, neither and no waiver by any Party of any one or more of its rights or remedies under the Agreement shall assign be deemed to be a waiver of any prior or subsequent rights or remedy under the Agreement or at law. 6.4 The following Riders are attached to and made part of this Agreement: Rider A – Statement of Work, in whole or in partSpecifications and Project Description Rider B – Payment Schedule and Project Milestones Rider C – General Terms and Conditions 6.5 All progress reports, without correspondence and related submissions from the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto Recipient shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in submitted to: Name: ▇▇▇ ▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Title: Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONProgram Manager Efficiency Maine Trust Address: President Cornell Research Foundation, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇.▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ @▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision ▇▇▇▇.▇▇▇ This individual is designated as the Agreement Administrator on behalf of the Trust for this Agreement, except where specified otherwise in this Agreement or as replaced by the Executive Director of the Trust. The Agreement Administrator shall be waived the Trust's representative during the Project Period. He/she has authority to curtail services if necessary to ensure proper execution and no breach excused unless such waiver or consent compliance. He/she shall be in writing certify to the Trust when payments under the Agreement are due and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed amounts to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orallypaid. No change, modification, addition or amendment He/she shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement make decisions on all claims of the parties respecting its Recipient, subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between to the parties respecting its subject matterapproval of the Executive Director of the Trust.

Miscellaneous Provisions. 13.1 Terms (a) No failure to act by Cvent will waive any right contained in this Agreement which appear capitalized, other than the names Agreement. Any waiver by Cvent must be in writing and signed by an officer of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralCvent to be effective. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation (b) The provisions of this Agreement are applicable to Confidential Information, Works and the Schedules Inventions disclosed, created, developed or proprietary before or after I sign this Agreement. (c) This Agreement is to be construed according to its fair meaning and Exhibits hereto shall not strictly for or against either party. (d) This Agreement will be governed by, and construed in accordance with, by the laws of the State Commonwealth of New York Virginia without giving effect regard to any choice of law or conflict of law rules principles. The parties waive their right to a jury trial. (e) In any such action between the parties, the existence of any claim of mine or provisions (cause of action by me against Cvent, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Cvent of the State restrictions, covenants and agreements contained herein. (f) If any provision of New York or any other jurisdiction) that would cause this Agreement conflicts with the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State Commonwealth of New York shall control Virginia or if any provision is held invalid by a court with jurisdiction over the interpretation parties to this Agreement, the provision will be deemed to be restated to reflect as nearly as possible the parties’ original intentions in accordance with applicable law, and construction the remainder of the Agreement will remain in full force and effect. If it is not possible to restate the provision in a legal and valid manner, then the provision will be deemed not to be a part of the Agreement and the remaining provisions will remain in full force and effect. (g) This document constitutes the entire agreement between Cvent and me concerning the matters addressed in this Agreement and it supersedes any prior agreement concerning those matters. This Agreement may not be changed in any respect except by a written agreement signed by both parties. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement (Agreement. My rights and all Schedules and Exhibits hereto)obligations under this Agreement, even though including but not limited to those under that jurisdiction’s choice of law or conflict of law analysisSection 10, the substantive law of such other jurisdiction would ordinarily applymay be freely assigned by Cvent without notice to me. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, VA 22102 703.226.3500 ▇▇▇.▇▇▇▇▇.▇▇▇ (h) This Agreement may be assigned and inure to the benefit of Company or any successor of Company whether by merger, sale of assets, reorganization or otherwise. (i) All remedies provided in this Agreement are cumulative and in addition to all other remedies which may be available at law or in equity. Signature: Print Name: Date: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, VA 22102 703.226.3500 ▇▇ ▇▇.▇▇▇▇▇ 13.5 No term or provision .▇▇▇ EXHIBIT A: RESTRICTED COMPETITORS I understand that the following companies are the “Restricted Competitors” referred to in Section 10 of this Agreement shall be waived the Non-Disclosure, Invention, Non-Competition and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachNon-Solicitation Agreement. 13.6 This Agreement may not be modified1. Active Network (and affiliates ▇▇▇▇▇▇.▇▇▇, changed or terminated orallyRegOnline and StarCite) 2. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto.Eventbrite 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.3. SignUp4 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.4. Certain Software 5. Lenos Software 6. Ungerboeck 7. eTouches 8. Lanyon 9. Arcaneo 10. LivingSocial 11. QuickMobile

Miscellaneous Provisions. 13.1 Terms in Section 8.1 This Agreement contains the complete understanding and agreement between the Parties concerning the training of the Organization’s Trainers and their use of the Licensed Materials and shall, as of the Effective Date, supersede all previous oral and/or written and all contemporaneous oral negotiations, commitments, writings and understandings between the Parties regarding the subject matter hereof. Neither party has made any representation with respect to the subject matter of this Agreement which appear capitalizednot specifically included herein nor has either party relied on any such representation in entering into this Agreement. Section 8.2 This Agreement may only be modified by a writing signed by both Parties. Any rights, other than duties or obligations hereunder may only be waived by a writing signed by the names party waiving such rights, duties or obligations. Section 8.3 The unenforceability or invalidity of any term, provision or section of this Agreement shall not affect the validity or enforceability of the parties and article headingsremaining terms, have the meanings given in Article 2 and retain those meanings whether used in the singular provisions, or plural. 13.2 This Agreement sections hereof, but such remaining terms, provisions or sections shall be binding upon construed and be interpreted in such a manner as to carry out fully the benefit intent of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherhereto. 13.3 All issues and questions concerning the construction, validity and interpretation of this Section 8.4 This Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State Maryland (without regard to any conflict of New York shall control laws principle or other provision that might refer the interpretation and governance or the construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, to the substantive law of such any other jurisdiction would ordinarily applyjurisdiction). The parties hereto hereby irrevocably and unconditionally submit Parties agree that any dispute related to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought resolved through binding arbitration which shall be conducted in any other courtthe State of Maryland. In the event of a dispute regarding this Agreement, forum or jurisdiction. The parties hereto hereby irrevocably the prevailing party shall be entitled to recover its attorney’s fees and unconditionally waive any objection to costs associated with the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumdispute. 13.4 All notices required or permitted Section 8.5 Any and all notices, demands, requests and other communications hereunder shall be in writing writing, and shall be served on given by certified mail, postage prepaid or by nationally recognized air courier service to the parties addressee of the other Party at the addresses address of such other Party set forth below. Any such notices shall : Section 8.6 This Agreement may be either (a) sent by a nationally recognized overnight courierexecuted in one or more counterparts, in each of which case notice shall be deemed delivered when delivery is made according an original, but all of which shall constitute but one and the same instrument. Section 8.7 The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. Section 8.8 Notwithstanding any language in this Agreement or any other agreement, representation or warranty to the records contrary, neither the Organization not any of such courier, (b) sent by facsimile, in which case notice its Trainers shall be deemed delivered upon receipt or considered an employee, partner or joint venturer of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇▇▇ ▇▇▇▇▇▇ and shall not hold itself/himself/herself out to be an employee, partner or joint venturer of ▇▇▇▇ ▇▇▇▇▇. Further, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇for the avoidance of any doubt, ▇▇ ▇▇▇▇▇ In neither the case Organization nor any of LICENSEE: President Nanofluidicsits Trainers shall, Inc. ▇▇ ▇as a result of this Agreement, be an agent of ▇▇▇▇ ▇▇▇▇ or have any authority, express or implied, by implication or otherwise, to enter into contracts on behalf of or otherwise in any way bind or obligate ▇▇▇▇ ▇▇▇▇▇▇▇ in any fashion. Section 8.9 Neither party may assign, ▇▇ ▇▇▇▇▇directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. 13.5 No term or provision of this Section 8.10 This Agreement shall be waived construed fairly as to all Parties and no breach excused unless such waiver not in favor of or consent shall be in writing and signed by against any party, regardless of which party prepared the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachAgreement. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized11.1 Whenever the context so requires, other than reference herein to the names of neuter gender shall include the parties masculine and/or feminine gender, and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or number shall include the plural. 13.2 This Agreement 11.2 All of the provisions of this Assignment shall be binding upon deemed and construed to be to "conditions" and "covenants" as though the benefit of the Parties hereto words specifically expressing or importing covenants and their heirs, successors and assignees. However, neither Party shall assign this Agreement, conditions were used in whole or in part, without the written consent of the othereach separate provision hereof. 13.3 All issues 11.3 This Assignment is being delivered and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall is intended to be governed by, and construed performed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, Florida and shall be construed and enforced in accordance with and governed by the internal laws (and not the law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law conflicts) of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumstate. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. 11.4 No change, amendment, modification, addition cancellation or amendment discharge hereof, or of any part hereof, shall be valid unless Assignee shall have consented thereto in writing and signed by the parties heretowriting. 13.7 11.5 In the event there is any provision conflict between the terms and provisions of the Mortgage and the terms and provisions of this Agreement is determined to be invalid or unenforceableAssignment, the remaining terms and provisions of this Assignment shall remain in full force and effectprevail. 13.8 This Agreement constitutes 11.6 The terms, covenants, and contains conditions contained herein shall inure to the entire agreement benefit of, and bind Assignee and Assignor and their respective successors and assigns or executors, administrators, successors and assigns, as the case may be. 11.7 The captions of this Assignment are for convenience and reference only and neither in any way define, limit, or describe the scope or interest of this Assignment nor in any way affect this Assignment. 11.8 In case any one or more of the parties respecting its subject matter provisions contained in this Assignment are, or shall for any reason be held to be, invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof or thereof, but each shall be construed as if such invalid, illegal or unenforceable provision had never been included. 11.9 The rights and supersedes remedies in favor of Assignee granted by this Assignment shall be in addition to and shall not in any way constitute a limitation upon the rights and remedies available to Assignee under applicable law, including without limitation all rights under Chapter 697.07, Florida Statutes, regarding assignment of rents and all prior negotiationsrights under Chapter 702, correspondenceFlorida Statutes, understandings and agreementsregarding foreclosure actions. 11.10 Assignee may take or release other security for the payment of the Obligations, whether written and, may release any party primarily or oralsecondarily liable therefore, between and, may apply any other security held by it to the parties respecting satisfaction of the Obligations, without prejudice to any of its subject matterrights under this Assignment. ASSIGNOR AND ASSIGNEE HEREBY MUTUALLY, KNOWINGLY, WILLINGLY, INTENTIONALLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY AND NO PARTY NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS ASSIGNMENT OR ANY ASSOCIATED LOAN DOCUMENTS OR ANY INSTRUMENT EVIDENCING, SECURING OR RELATING TO THE INDEBTEDNESS OR OTHER OBLIGATIONS SECURED HEREBY OR ANY RELATED AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED HEREBY OR ANY COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE LOAN EVIDENCED BY THE NOTE OR TO THIS ASSIGNMENT. THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS. ASSIGNEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO ASSIGNOR OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Miscellaneous Provisions. 13.1 Terms in Neither this Agreement which appear capitalizednor any term hereof may be changed, other than waived, discharged or terminated except by a written instrument expressly referring to this Agreement and to the names provisions so modified or limited, and executed by the party to be charged. The execution and delivery of this Agreement and pledging of the parties Stock described in Section 1 hereof are within the Pledgor's power, such execution and article headingsdelivery and the pledging of such Stock do not contravene any law or any rule or regulation thereunder or any judgment, have decree or order of any tribunal or of any agreement or instrument to which the meanings given in Article 2 and retain those meanings whether used in the singular Pledgor is a party or plural. 13.2 by which Pledgor or any of its property is bound or constitute a default thereunder. This Agreement and all obligations of the Pledgor shall be binding upon the heirs, executors, successors and be assigns of the Pledgor, and shall, together with the rights and remedies of the Pledgee hereunder, inure to the benefit of the Parties hereto and their heirsPledgee, its successors and assigneesassigns. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this This Agreement and the Schedules and Exhibits hereto obligations of the Pledgor hereunder shall be governed by, by and construed in accordance with, with the laws of the State The Commonwealth of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily applyMassachusetts. The parties hereto hereby irrevocably descriptive section headings have been inserted for convenience of reference only and unconditionally submit to do not define or limit the exclusive jurisdiction of provisions hereof. If any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed held to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modifiedinvalid, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid illegal or unenforceable, the remaining provisions validity of all other terms hereof shall remain be in full force no way affected thereby, and effect. 13.8 This this Agreement constitutes shall be construed and contains be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Pledgor acknowledges receipt of a copy of this Agreement. To the entire agreement extent permitted by applicable law, the Pledgor and the Pledgee each hereby waive trial by jury in any proceeding brought for the interpretation or enforcement of this Agreement or for a determination of the rights of the parties respecting its subject matter and supersedes any and all prior negotiationshereunder. Terms used herein without definition, correspondencebut which are defined in the Uniform Commercial Code of Massachusetts, understandings and agreementsshall, whether written unless the context otherwise indicates or oralrequires, between have the parties respecting its subject mattermeanings ascribed to them in said Uniform Commercial Code.

Miscellaneous Provisions. 13.1 Terms in this Agreement 8.1 All options and rights of election herein provided for the benefit of Mortgagee are continuing, and the failure to exercise any such option or right of election upon a particular Default or breach or upon any subsequent Default or breach shall not be construed as waiving the right to exercise such option or election at any later date. By the acceptance of payment of any sum secured hereby after its due date, Mortgagee shall not be deemed to have waived the right either to require prompt payment when due of all other sums so secured or to regard as an Event of Default the failure to pay any other sums due which appear capitalized, other than the names are secured hereby. No exercise of the parties rights and article headings, have the meanings given in Article 2 powers herein granted and retain those meanings whether used no delay or omission in the singular exercise of such rights and powers shall be held to exhaust the same or pluralbe construed as a waiver thereof, and every such right and power may be exercised at any time and from time to time. 13.2 This 8.2 If two (2) or more parties shall at any time be Holders of the Indebtedness, pursuant to the terms of the Credit Agreement all of them may jointly exercise any right, option, election or other power, authority or benefit granted herein to Mortgagee, or any of them may do so with the express consent of the other or others of them. 8.3 All Indebtedness shall be payable at the office of Mortgagee listed on the first page of this Mortgage or at such place in the United States as Mortgagee may from time to time designate in writing. 8.4 The terms, provisions, covenants and conditions hereof shall be binding upon Mortgagor and be Mortgagor's successors, legal representatives, and assigns, and shall inure to the benefit of Trustee and Trustee's substitutes or successors and assigns, and of Mortgagee and its successors and assigns, and all other Holders of the Parties hereto Indebtedness, or any part thereof, and their heirs, respective successors and assignees. Howeverassigns, neither Party subject to the restrictions on assignment set forth in the Credit Agreement. 8.5 If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall assign this remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally construed in favor of the Trustee and Mortgagee in order to effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. 8.6 It is the intention of the parties hereto to comply with the applicable usury laws; accordingly, it is agreed that notwithstanding any provisions to the contrary in the Credit Agreement, the Notes, any instrument evidencing the Indebtedness, this instrument or in any of the documents or instruments securing payment of the Indebtedness or otherwise relating thereto, in no event shall the Notes or such documents require or allow the payment, taking, receiving or charging or permit the collection of interest in excess of the maximum amount permitted by such laws, and all such documents shall be subject to interest reduction to the amount allowed under the usury laws. If any such excess of interest is contracted for, taken, charged or received, under the Credit Agreement, the Notes, any instrument evidencing the Indebtedness, this instrument or under the terms of any of the other documents securing payment of the Indebtedness or otherwise relating thereto, or in the event the maturity of any of the Indebtedness is accelerated in whole or in part, without or in the written consent event that all or part of the otherprincipal or interest of the Indebtedness shall be prepaid, so that under any of such circumstances, the amount of interest contracted for, taken, charged or received, under the Notes or any instruments evidencing the Indebtedness, under the Credit Agreement, this instrument or under any of the other instruments securing payment of the Indebtedness or otherwise relating thereto, and the amount of principal actually outstanding from time to time under the Notes and other instruments evidencing the Indebtedness, shall exceed the maximum amount of interest permitted by the applicable usury laws, now or hereafter enacted, then in any such event (a) the provisions of this paragraph shall govern and control, (b) neither Mortgagor nor any other person or entity now or hereafter liable for the payment of the Notes or any instrument evidencing the Indebtedness shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by the applicable usury laws, now or hereafter enacted, (c) any such excess shall be cancelled automatically, (d) any such excess that may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Mortgagor, at Mortgagee's option, and (e) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the applicable usury laws, now or hereafter enacted. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, taken, charged or received under the Notes, or any other instrument evidencing the Indebtedness, under this instrument or under such other documents that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by the applicable usury laws, now or hereafter enacted, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loans evidenced by the Notes or the instruments evidencing the Indebtedness, all interest at any time contracted for, taken, charged or received from Mortgagor or otherwise by Mortgagee in connection with such loans. 13.3 All issues and questions concerning 8.7 This instrument may, as Mortgagee elects, be enforced from time to time as a mortgage, deed of trust, mortgage-collateral real estate mortgage, conveyance, assignment, security agreement, financing statement, contract or any one or more of these as may be appropriate under applicable law, in order fully to effectuate the construction, validity and interpretation of this Agreement lien hereof and the Schedules purposes and Exhibits hereto shall be governed by, and construed in accordance withagreements herein set forth. With respect to any state, the laws of which do not provide for the State use or enforcement of New York without giving effect to any choice a deed of law trust or conflict of law rules or provisions (whether the office, rights and authority of the State of New York trustee as herein provided, or any other jurisdiction) that would cause in the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoingevent Mortgagee elects to treat this instrument as a mortgage, the internal law general language of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit conveyance hereof to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement Trustee is intended and agree that no such suit, action or proceeding the same shall be brought construed as words of mortgage unto and in favor of Mortgagee and the rights and authority granted to the Trustee herein may be enforced, exercised and asserted by Mortgagee and the Mortgaged Properties may be foreclosed in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought manner permitted by applicable law. 8.8 This Mortgage may be executed in any such court and any claim that any such suitnumber of counterparts, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder each of which shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall for all purposes be deemed to be a waiver an original, and all of a different which are identical except that, to facilitate recordation or subsequent breachfiling, in any particular counterpart portions of Exhibit A hereto which describe properties situated in counties other than the county in which such counterpart is to be recorded may have been omitted. A complete counterpart of this Mortgage may be obtained from Mortgagee. 13.6 This Agreement may not be modified8.9 If any legal action, changed suit or terminated orally. No changeproceeding is commenced between Mortgagee and Mortgagor regarding their respective rights and obligations under this Mortgage or any of the other documents described herein, modification, addition or amendment the prevailing party shall be valid unless entitled to recover, in writing addition to damages or other relief, costs and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceableexpenses, reasonable attorney fees and court costs (including, without limitation, expert witness fees). As used herein, the remaining provisions term "prevailing party" shall remain in full force and effect. 13.8 This Agreement constitutes and contains mean the entire agreement party which obtains the principal relief it has sought, whether by compromise settlement, judgment, or foreclosure. If the party which commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the parties respecting its subject matter and supersedes any and all prior negotiationsother party, correspondence, understandings and agreements, whether written or oral, between such other party shall be deemed the parties respecting its subject matterprevailing party.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 6.1 This Agreement shall be binding upon governed in all respects by the laws, statutes, and regulations of the State of Maine. Any legal proceeding instituted by the Trust or Recipient regarding this Agreement shall be brought in State of Maine administrative or judicial forums. 6.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the extent possible. The invalidity or unenforceability of any particular provision or part thereof of this Agreement shall not affect the remainder of said provision or any other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted. 6.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire Agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or in a written amendment or change order signed by the Trust. This Agreement, and the rights and obligations hereunder, shall inure to the benefit of the Parties hereto and their heirs, successors and assigneespermitted assigns. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice No waiver shall be deemed delivered when delivery is to have been made according to by any of the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused Parties unless such waiver or consent shall be expressed in writing and signed by the party claimed waiving party. The Parties expressly agree that they shall not assert in any action relating to have waived the Agreement that any implied waiver occurred between the Parties which is not expressed in writing. The failure of any Party to insist in any one or consented. No more instances upon strict performance of any of the terms or provisions of the Agreement, or to exercise an option or election under the Agreement, shall not be construed as a waiver or relinquishment for the future of a breach such terms, provisions, option or election, but the same shall continue in full force and effect, and no waiver by any Party of any one or more of its rights or remedies under the Agreement shall be deemed to be a waiver of a different any prior or subsequent breachrights or remedy under the Agreement or at law. 13.6 This Agreement may not be modified6.4 The following Riders are attached to and made part of this Agreement: Rider A – Statement of Work, changed or terminated orally. No changeSpecifications and Project Description Rider B – Payment Schedule Rider C – General Terms and Conditions Rider C-1 -- Home Electrification and Appliance Rebate (“HEAR”) Program Requirements 6.5 All progress reports, modification, addition or amendment correspondence and related submissions from the Recipient shall be valid unless submitted to: Name: Title: Address: Telephone: E-mail: Augusta, Maine 04330-6856 (▇▇▇) ▇▇▇-▇▇▇▇ This individual is designated as the Agreement Administrator on behalf of the Trust for this Agreement, except where specified otherwise in writing and signed this Agreement or as replaced by the parties hereto. 13.7 In Executive Director of the event any provision of this Trust. The Agreement is determined Administrator shall be the Trust's representative during the Project Period. He/she has authority to curtail services if necessary to ensure proper execution and compliance. He/she shall certify to the Trust when payments under the Agreement are due and the amounts to be invalid or unenforceable, the remaining provisions paid. He/she shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement make decisions on all claims of the parties respecting its Recipient, subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between to the parties respecting its subject matterapproval of the Executive Director of the Trust.

Miscellaneous Provisions. 13.1 Terms Each of the Recitals set forth in this Agreement which appear capitalizedContract is incorporated herein to the same extent as if it had been stated herein in full. Each of the exhibits attached to this Contract is incorporated herein by reference. This Contract contains the entire agreement between the parties hereto and is intended to be an integration of all prior or contemporaneous agreements, conditions or undertakings between the parties hereto; there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied between and among the parties hereto other than as herein set forth. No change or modification of this Contract shall be valid unless the names same is in writing and signed by Seller and Purchaser. No purported or alleged waiver of any of the parties provisions of this Contract shall be valid or effective unless in writing, signed by the party against whom it is sought to be enforced. Purchaser may freely assign this Contract to a newly formed entity that is controlled by, or affiliated with, either of Purchaser or TPF VII LLC, a Delaware limited liability company, provided that Purchaser’s assignee shall expressly assume all of Purchaser’s liabilities, obligations, and article headings, have duties hereunder This Contract and all of the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement provisions hereof shall be binding upon and be shall inure to the benefit of the Parties parties hereto and their respective heirs, devisees, legatees, legal representatives, successors and assigneespermitted assigns. However, neither Party shall assign this Agreement, Purchaser may designate prior to Closing the party or parties to be named as grantee in whole or in part, without the written consent deed of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto conveyance required hereunder. This Contract shall be governed by, by and construed in accordance with, with the laws of the State jurisdiction in which the Property is located, without regard to principles of New York without giving effect to any choice conflicts of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorklaws. In furtherance of the foregoingThis Contract may be executed in counterparts, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice counterparts so executed shall constitute one contract of law or conflict sale binding upon all of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement notwithstanding that all of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written are not signatory to the original or oral, between the parties respecting its subject mattersame counterpart.

Miscellaneous Provisions. 13.1 Terms in (a) Except as specifically provided herein, this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit does not constitute an admission by either of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent that any of the other. 13.3 All issues and questions concerning Claims, or any facts alleged in the construction, validity and interpretation Claims are true or correct; the basis of this Agreement and is the Schedules and Exhibits hereto shall be governed byParties' desire to resolve all Claims without litigation, and construed in accordance witharbitration, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York alternative dispute resolution or any other jurisdictionlegal proceedings. (b) that would cause Except as to the application obligations set forth above and agreed to by the Parties, this Agreement is intended to accomplish the prompt, complete, and permanent disengagement of the laws of Parties from any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto)litigation, even though under that jurisdiction’s choice of law arbitration, alternative dispute resolution or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding legal proceedings arising out of or relating resulting from the Claims. Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement shall affect (i) either Party's ability to pursue claims under any section of the Asset Purchase Agreement other than Section 1.9 and agree that no the Terminated Representations and Warranties, even if such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any a claim that any such suit, action or proceeding brought in any such court has could have been brought in an inconvenient forum. 13.4 All notices required under Sections 1.9 or permitted hereunder shall be in writing the Terminated Representations and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile noticeWarranties, or (cii) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ability to pursue its claim for a payment from Noveon related to the costs associated with paying off indebtedness of ▇▇▇▇▇▇, ▇▇ ▇▇▇▇'▇ In affiliates in Spain, regardless whether such claim for payment is made pursuant to Section 1.9 or made pursuant to some other section of the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇Asset Purchase Agreement. 13.5 No term or provision (c) The terms of this Agreement are contractual and not a mere recital. The Parties have each read this Agreement in full and they understand and agree with its terms and have executed this Agreement of their own free act and deed and with advice of counsel. (d) This Agreement shall be waived construed in accordance with and no breach excused unless such waiver or consent shall be in writing and signed governed by the laws of the State of New York, and may be executed in separate counterparts, and by each party claimed to have waived or consented. No waiver of on a breach shall be deemed separate counterpart, each such counterpart, when so executed and delivered, to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orallyan original. No change, modification, addition or amendment Such counterparts shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement together constitute but one of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject mattersame instrument.

Miscellaneous Provisions. 13.1 Terms The Supplier acknowledges that there does not exist any contractual, implied or quasi- contractual relationship between Irish Water and the Supplier prior to the execution of the Agreement nor will there exist any contractual, implied or quasi-contractual relationship in this relation to a Call Off Competition prior to the acceptance by Irish Water of the terms of the Call Off Tender, or the entering into of the Call Off Contract, pursuant to the procedure adopted for the Call Off Competition. Any amendments to the Agreement which appear capitalized, other than the names of shall be signed by the parties and article headings, have endorsed on the meanings given in Article 2 Agreement. The Supplier shall not assign the Agreement or any Call Off Contract and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit not sub- contract any aspect of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, provision of Services to any third party without the prior written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such noticeIrish Water. In the case event of FOUNDATION: President Cornell Research Foundationsuch consent being given, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or Supplier shall remain fully responsible for the provision of this the Services and the acts and omissions of the sub- contractor as if they were its own. The Supplier shall also maintain during the term of the Agreement and for 6 years thereafter records and documentation relating to the sub- contractor and the Services provided by it and shall make same available to the Irish Water upon request. Failure or neglect by Irish Water to enforce at any time any provision of the Agreement or any Call Off Contract shall not be waived and no breach excused unless such waiver construed or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different Irish Water’s rights hereunder, nor in any way affect the validity of the whole or any part of the Agreement, nor prejudice Irish Water’s rights to take subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orallyaction. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event If any provision of this the Agreement is determined held by any competent authority to be invalid invalid, unlawful or unenforceableunenforceable in whole or part, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected thereby. It is acknowledged by all parties respecting that the Supplier will at all times be an independent contractor, and nothing in the Agreement will be construed (and the Supplier will not hold out its subject matter relationship) as constituting a partnership, joint venture, representation, agency or employer and supersedes any employee relationship between Irish Water and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterSupplier.

Miscellaneous Provisions. 13.1 Terms in (a) This Agreement represents the entire understanding and agreement between the parties with regard to the matters addressed herein, and will supersede and cancel any prior agreements with regard to such matters. (b) If there is any conflict or inconsistency between the terms of the Regulatory Agreement and the terms of this Agreement, then the terms of this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralwill control. 13.2 (c) This Agreement shall will be binding upon and be will inure to the benefit of the Parties hereto and their heirs, respective legal successors and assignees. However, neither Party shall assign permitted assigns of the parties to this Agreement, in whole which will include with regard to the Governmental Entity any permitted successor or in part, without the written consent assign of the otherGovernmental Entity under or pursuant to the terms of the Regulatory Agreement and, with regard to Lender, any subsequent holder of the Note. No other party will be entitled to any benefits hereunder, whether as a third-party beneficiary or otherwise. 13.3 All issues (d) If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and questions concerning application of the constructionremaining provisions contained in this Agreement will not in any way be affected or impaired. (e) Each notice, validity request, demand, consent, approval or other communication (collectively, “Notices,” and interpretation singly, a “Notice”) which is required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: If to Governmental Entity: [Name] [Address] Attention: Facsimile: Telephone: If to Lender: [Name] [Address] Attention: Facsimile: Telephone: If to Borrower: [Name] [Address] Attention: Facsimile: Telephone: Any party, by Notice given pursuant to this Section, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section. (f) Each of the parties will, whenever and as often as they are requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. (g) This Agreement and the Schedules and Exhibits hereto shall will be governed by, and construed in accordance with, by the laws of the State in which the Property is located. (h) Each person executing this Agreement on behalf of New York without giving effect a party hereto represents and warrants that such person is duly and validly authorized to any choice do so on behalf of law such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations under this Agreement. (i) No failure or conflict of law rules or provisions (whether of delay on the State of New York or any other jurisdiction) that would cause the application of the laws part of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating party to this Agreement and agree that no in exercising any right, power, or remedy under this Agreement will operate as a waiver of such suitright, action power, or proceeding shall be brought in remedy, nor will any other court, forum single or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue partial exercise of any such suitright, action power or proceeding brought in remedy preclude any other or further exercise of such court and right, power, or remedy or the exercise of any claim that any such suitother right, action power or proceeding brought in any such court has been brought in an inconvenient forumremedy under this Agreement. 13.4 All notices required or permitted hereunder shall be (j) Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the other parties will have all rights available at law and in writing and be served on equity, including the parties at right to obtain specific performance of the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records obligations of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery defaulting party and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachinjunctive relief. 13.6 (k) This Agreement may not be assigned at any time by Lender to any subsequent holder of the Note. (l) This Agreement may be amended, changed, modified, changed altered or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and only by a written instrument signed by the parties heretoto this Agreement or their successors or assigns. 13.7 In (m) This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the event any provision of same instrument. (n) Nothing in this Agreement is determined intended, nor will it be construed, to be invalid in any way limit the exercise by Governmental Entity of its governmental powers (including police, regulatory and taxing powers) with respect to Borrower or unenforceable, the remaining provisions shall remain in full force and effectProperty to the same extent as if it were not a party to this Agreement or the transactions contemplated by this Agreement. NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE REGULATORY AGREEMENT BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF THE MORTGAGE. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms 8.1 All options and rights of election herein provided for the benefit of Lender are continuing, and the failure to exercise any such option or right of election upon a particular Default or Event of Default or breach or upon any subsequent Default or Event of Default or breach shall not be construed as waiving the right to exercise such option or election at any later date. By the acceptance of payment of any sum secured hereby after its due date, Lender shall not be deemed to have waived the right either to require prompt payment when due of all other sums so secured or to regard as an Event of Default the failure to pay any other sums due which are secured hereby. No exercise of the rights and powers herein granted and no delay or omission in the exercise of such rights and powers shall be held to exhaust the same or be construed as a waiver thereof, and every such right and power may be exercised at any time and from time to time. 8.2 This Mortgage has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement which appear capitalized, other than the names of Mortgage will be construed as if drafted jointly by the parties and article headingsno presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Mortgage. Unless the context requires otherwise, have any agreements, documents, instruments or laws defined or referred to in this Mortgage will be deemed to mean or refer to such agreements, documents, instruments or laws as from time to time amended, modified or supplemented, including (a) in the meanings given case of agreements, documents or instruments, by waiver or consent and (b) in Article 2 the case of laws, by succession of comparable successor statutes. All references in this Mortgage to any particular law will be deemed to refer also to any rules and retain those meanings whether regulations promulgated under that law. The words “include, “includes” and “including will be deemed to be followed by “without limitation.” The word “or” is used in the inclusive sense of “and/or” unless the context requires otherwise. References to a person are also to its permitted successors and assigns. Pronouns in masculine, feminine and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context requires otherwise. When a reference in this Mortgage is made to an Article, Section, Exhibit, Annex or pluralSchedule, such reference is to an Article or Section of, or Exhibit, Annex or Schedule to, this Mortgage unless otherwise indicated. The words “this Mortgage,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. 13.2 This Agreement 8.3 All Indebtedness shall be payable as set forth in the Note. 8.4 The terms, provisions, covenants and conditions hereof shall be binding upon Mortgagor and be Mortgagor’s successors, legal representatives, and assigns, and shall inure to the benefit of the Parties hereto Trustee and their heirs, Trustee’s substitutes or successors and assignees. Howeverassigns, neither Party and of Lender, its successors and assigns, subject to the restrictions on assignment set forth in the Note. 8.5 If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall assign remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally construed in favor of the Trustee and Lender in order to effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. (a) It is the intention of the parties hereto to comply with applicable usury laws, if any; accordingly, notwithstanding any provision to the contrary in this AgreementMortgage or the Note, in whole no event shall this Mortgage or the Note require or permit the payment, taking, reserving, receiving, collection, or charging of any sums constituting interest under applicable laws which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, taken, reserved, or received in connection with the loans evidenced by the Note securing the payment thereof or otherwise relating thereto, or in partany communication by the Lender or any other person to the Mortgagor or any other Person, or in the event all or part of the principal or interest thereof shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved, or received on the amount of principal actually outstanding from time to time under the Note shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event it is agreed as follows: (i) the provisions of this paragraph shall govern and control, (ii) neither the Mortgagor nor any other Person or entity now or hereafter liable for the payment of the Loan shall be obligated to pay the amount of such interest to the extent such interest is in excess of the maximum amount of interest permitted by applicable usury laws, (iii) any such excess which is or has been received notwithstanding this paragraph shall be credited against the then unpaid principal balance of the Loan or, if the Loan has been or would be paid in full, refunded to the Mortgagor, and (iv) the provisions of this Mortgage and the Note securing the payment thereof and otherwise relating thereto, and any communication to the Mortgagor, shall immediately be deemed reformed and such excess interest reduced, without the written consent necessity of executing any other document, to the maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. Without limiting the foregoing, all calculations of the otherrate of the interest contracted for, charged, collected, taken, reserved, or received in connection with the Note or this Mortgage which are made for the purpose of determining whether such rate exceeds the maximum lawful rate shall be made to the extent permitted by applicable laws by amortizing, prorating, allocating and spreading during the period of the full term of the loans, including all prior and subsequent renewals and extensions, all interest at any time contracted for, charged, taken, collected, reserved, or received. The terms of this paragraph shall be deemed to be incorporated in every document and communication relating to the Note. 13.3 All issues and questions concerning (b) In the constructionevent applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code as amended, validity and interpretation of this Agreement and for that day, the Schedules and Exhibits hereto ceiling shall be governed bythe “weekly ceiling” as defined in the Texas Finance Code; provided that if any applicable law permits greater interest, and construed the law permitting the greatest interest shall apply. As used in accordance with, this section the term “applicable law” means the laws of the State of New York without giving effect to any choice of law Texas or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State United States of New York. In furtherance of America, whichever laws allow the foregoinggreater interest, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law as such laws now exist or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to or amended or come into effect in the other parties; providedfuture. 8.7 THIS INSTRUMENT SHALL BE GOVERNED BY, howeverAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND STATE OF TEXAS, EXCEPT TO THE EXTENT REQUIRED BY LOCAL LAW OF ANY STATE OTHER THAN TEXAS WHEREIN THE MORTGAGED PROPERTIES ARE LOCATED. 8.8 Mortgagor requests that no a copy of any notice of a change sale hereunder be mailed to it at the address of address shall Mortgagor first set forth above. 8.9 For the convenience of the parties, this instrument may be affected until actual receipt executed in multiple counterparts. For recording purposes, various counterparts have been executed and there may be attached to each such counterpart an “Exhibit A” containing only the description of such noticethe Mortgaged Properties that are located in the county or state in which the particular counterpart hereof is to be filed or recorded. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision A complete original counterpart of this Agreement instrument with complete Exhibits may be obtained from the Lender. Each of the counterparts hereof so executed shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall for all purposes be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modifiedan original, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiationssuch counterparts shall together constitute but one and the same instrument. NOTICE: THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS LOAN TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, correspondenceCONTEMPORANEOUS, understandings and agreements, whether written or oral, between the parties respecting its subject matterOR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE LOANS.

Miscellaneous Provisions. 13.1 Terms in Licensee shall comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing, sale, use, import or export of Licensed Product(s). Without limiting the foregoing, it is understood that this Agreement which appear capitalizedmay be subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other than commodities, articles and information, including the names Arms Export Control Act as amended in the Export Administration Act of 1979, and that the parties’ obligations hereunder are contingent upon compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the responsible agency of the parties and article headingsUnited States Government and/or written assurances by Licensee that Licensee shall not export data or commodities to certain foreign countries without prior approval of such agency. Licensor neither represents that a license is not required nor that, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralif required, it will issue. 13.2 This Agreement shall and the rights and duties appertaining thereto may not be binding upon and be to assigned by Licensee, except as set forth below, without first obtaining the benefit express written consent of the Parties hereto and their heirs, successors and assigneesLicensor. However, neither Party shall assign this Agreement, in whole or in partAny such purported assignment not described below, without the written consent of Licensor, shall be null and of no effect. It is understood that Licensee will have the otherright to assign this Agreement (a) to an Affiliate, subject to the provisions of Section 2.1, and (b) to a third party in connection with Licensee’s merger, consolidation, or assignment or transfer of that part of its business that relates to this Agreement, provided that all applicable terms of this Agreement will be assumed by the assignee. 13.3 All issues Notices, payments, statements, reports and questions concerning the construction, validity and interpretation of other communications under this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered to have been received (i) when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile noticepersonally delivered, or (cii) five (5) days after mailing if mailed by first-class certified mail, postage paid and deposited in the United States mail, or (iii) as of the date dispatched if sent by personal deliverypublic overnight courier (e.g., Federal Express), or (iv) or as otherwise agreed upon in which case notice shall be deemed delivered upon receipt. Any notice writing by facsimile or personal delivery the parties, and delivered after 5:00 p.m.addressed as follows: If for Licensor: Rutgers: Office of Research Commercialization ATTN: Executive Director, Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. Licensing & IP ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ If for Licensee: Trevi Therapeutics, Inc. ATTN: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ With a copy to: WilmerHale ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In Each party may change its official address upon written notice to the case other parties. 13.4 This Agreement shall be construed and governed in accordance with the laws of LICENSEE: President Nanofluidicsthe State of New Jersey, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇without giving effect to conflict of law provisions, ▇▇ ▇▇▇▇▇but the scope and validity of any patent or patent application shall be governed by the applicable laws of the country of such patent or patent application. 13.5 No term This Agreement embodies the entire understanding of the parties and shall supersede all previous and contemporaneous communications, representations or provision understandings, either oral or written, between the parties relating to the subject matter hereof. Any modification of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by an authorized representative of each party. 13.6 In the event that Licensor or Licensee perceives the existence of a dispute with the other party claimed concerning any right or duty provided for herein, the parties shall, as soon as practicable, confer in an attempt to have waived resolve the dispute. If the parties are unable to resolve such dispute amicably within [**] of initial notice of dispute by Licensor or consented. No Licensee, as the case may be, then the parties hereby submit to the exclusive jurisdiction of and venue in the courts located in the State of New Jersey with respect to any and all disputes relating to this Agreement. 13.7 A waiver by Licensor or Licensee of a breach shall be deemed to be a waiver or violation of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to will not constitute or be invalid construed as a waiver of any subsequent breach or unenforceable, violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement or a subsequent breach of the remaining provisions shall remain in full force and effectsame provision. 13.8 This Agreement constitutes and contains the entire agreement In case any of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, (a) such invalidity, illegality or unenforceability shall not affect any other provisions hereof, (b) the particular provision, to the extent permitted by law, shall be reasonably construed and equitably reformed to be valid and enforceable and if the provision at issue is a commercial term, it shall be equitably reformed so as to maintain the overall economic benefits of the Agreement as originally agreed upon by the parties, and (c) this Agreement shall be construed as if such invalid or illegal or unenforceable provisions had never been contained herein. 13.9 The headings and captions used in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. 13.10 Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties respecting hereto or their permitted assigns, any benefits, rights or remedies, except as set forth in Section 3.4. 13.11 Neither Licensee nor its subject matter and supersedes Affiliates shall originate any and all prior negotiationspublicity, correspondencenews release or other public announcement, understandings and agreements, whether written or oral, relating to this Agreement or the existence of an arrangement between the parties respecting parties, except as required by law, without the prior written approval of the Licensor, which approval shall not be unreasonably withheld; provided, however, that nothing herein shall restrict Licensee, any of its subject matterAffiliates or any Sublicensee from publicizing any information with respect to the development, manufacture or commercialization of any Licensed Product. 13.12 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13.13 Licensee may enter into other agreements relating to this Agreement with ▇▇. ▇▇▇▇▇▇▇▇▇ or other Rutgers employees or students provided such agreements are in full compliance with all of Rutgers policies and legal rights. Rutgers hereby acknowledges and agrees that the Consulting Agreement between Licensee and ▇▇. ▇▇▇▇▇▇▇▇▇ dated as of September 22, 2018 is in full compliance with all of Rutgers policies and legal rights. 13.14 In the event of a failure of performance due under the terms of this Agreement by Licensee if it becomes necessary for Licensor to undertake legal action against Licensee on account thereof, then Licensor shall be entitled to seek reasonable attorney’s fees in addition to costs and necessary disbursements if it prevails in such legal action.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized11.1.1 This Agreement, other than and each Work Order, are solely for the names benefit of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to not for the benefit of any third party nor any third party beneficiary, except to the Parties hereto extent expressly provided in this Agreement or that Work Order. This Agreement and their heirseach Work Order represents the entire and integrated agreement between the parties with respect to the Work and the Project set forth on that Work Order, successors and assigneessupersedes all prior negotiations, representations or agreements, either written or oral. However, neither Party The Owner and Clearspan agree to look solely to each other with respect to the performance of this Agreement and any Work Order. 11.1.2 The Owner shall not assign its interest in this Agreement, in whole Agreement or in part, any Work Order without the written consent of the other. 13.3 All issues Clearspan. If Owner attempts to make such an assignment, Owner shall nevertheless remain legally responsible for all obligations under this Agreement and questions concerning the constructionany assigned Work Order, validity unless otherwise agreed by Clearspan. The terms and interpretation conditions of this Agreement and the Schedules and Exhibits hereto each Work Order shall be governed by, binding upon both parties and construed in accordance with, the laws of the State of New York without giving effect to any choice of law their permitted successors and assigns. 11.1.3 Any notice or conflict of law rules communication required or provisions (whether of the State of New York which may be given under this Agreement or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder Work Order shall be in writing and be served on either delivered personally, sent by overnight courier or mailed by certified mail, return receipt requested, to the parties at the addresses set forth belowaddressee. Any such notices Such notice or written communication shall be either (a) deemed given when so delivered personally, or if sent by a nationally recognized overnight courier, one (1) business day after the date so sent, or if mailed by certified mail, three (3) business days after the date of mailing. Notices and written communications shall be sent to the address of the addressee stated in this Agreement or to such other address, as any addressee shall request by written notice. 11.1.4 This Agreement and each Work Order shall be governed by the law of the state in which case notice shall be deemed delivered when delivery the Project is made according to the records located. 11.1.5 The partial or complete invalidity of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, any one or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or more provision of this Agreement or any Work Order shall be waived not affect the validity or continuing force and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver effect of a breach shall be deemed to be a waiver of a different or subsequent breachany other provision. 13.6 This Agreement may not be modified11.1.6 The failure of either party to insist, changed in any one or terminated orally. No changemore instances, modificationon the performance of any of the terms, addition covenants or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision conditions of this Agreement or any Work Order, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right with respect to further performance. 11.1.7 The parties to this Agreement expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either party, but shall be construed in a neutral manner. 11.1.8 The parties’ rights, liabilities, responsibilities and remedies with respect to this Agreement and each Work Order, whether in contract, tort, negligence or otherwise, shall be exclusively those expressly set forth in this Agreement. This AGREEMENT is determined entered into as of the date first set forth above. Owner: By: Clearspan: CLEARSPAN FABRIC STRUCTURES INTERNATIONAL, INC. By: This Work Order is entered into and made a part of the Master Installation Agreement between _____________________________ and Clearspan Fabric Structures International, Inc., dated _______________________, 20_____ (the “Agreement”) and, except as set forth herein, is subject to and controlled by the terms thereof. All capitalized terms not defined in this Work Order have the respective meanings set forth in the Agreement. To the extent that the terms of this Work Order conflict with any of the terms of the Agreement, and this Work Order explicitly states that it intends to modify the conflicting terms, this Work Order supersedes the Agreement, in all other cases, however, the terms of the Agreement shall control. 1.1.5 The Work for a Project is the Installation Documents procured or furnished in accordance with Section 3.1.1 for that Project and the Installation Services provided in accordance with Section 3.2.2 for that Project; the Work, however shall not include the performance by Clearspan of any site work for that Project or any other services relating to the preparation of the Worksite for the proper completion of that Project.] A. requests Clearspan to install at the Worksite set forth below the Equipment described on Exhibit A attached hereto in accordance with the Installation Documents attached hereto as Exhibit B-1 (the “Project”); B. Owner hereby confirms that the information set forth on Exhibit B-2 attached hereto is true and accurate; and C. Represents and warrants to Clearspan that the title holder to the real property at which the Project and the worksite are to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.located is ______________________________________,

Miscellaneous Provisions. 13.1 Terms in 1. This Agreement replaces all oral or written agreements entered into between the Parties regarding the Products, prior to the signing of this Agreement. Modifications or supplements to this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be require a writing signed by both Parties to the benefit of the Parties hereto and their heirs, successors and assigneesbecome legally binding. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of Notwithstanding the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Master Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 2. If any provision of this Agreement is deemed unenforceable, the balance of the Agreement shall be interpreted and enforced to the greatest extent possible, as if the unenforceable provision or portion had never been a part of the Agreement. 3. Except in conjunction with a merger of SiTime with another entity or its sale to another entity of all or substantially all of its assets, whereby such assignee provides Bosch with reasonably adequate assurances of continued performance of all SiTime obligations hereunder, this Agreement is personal to SiTime and SiTime shall not have the right to assign or otherwise transfer this Agreement (or any right, sub-license, or obligation contained herein) to any third party without the prior written consent of Bosch, which shall not be unreasonably withheld. 4. This Agreement constitutes shall be governed and contains construed in accordance with the entire agreement laws of the parties respecting State of Michigan, without regard to principles of conflict or choice of laws. The Parties hereby unconditionally and irrevocably agree to submit to the exclusive jurisdiction of the state and federal Courts located in the State of Michigan. 5. Except as otherwise contained herein, failure of either Party to enforce any of its subject matter rights contained herein shall not constitute a waiver of such rights or of any other rights and supersedes shall not be construed as a waiver or relinquishment of any such provisions, rights, or remedies. 6. Headings in this Agreement are for reference only and all prior negotiationsshall not affect the meaning of the provisions. 7. This Agreement may be executed in one or more counterparts, correspondenceeach of which when executed shall be deemed to be an original, understandings but when taken together shall constitute one and agreementsthe same agreement. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ, whether written or oralUNDERSTOOD, between the parties respecting its subject matterAND AGREED TO THE TERMS OF THIS AGREEMENT.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 8.1 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, by and construed in accordance with, with the laws of the State of New York Delaware (without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit regard to the exclusive jurisdiction conflicts of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York laws principles thereof). 8.2 All notices and communications to be given or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection otherwise made to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice Subscriber shall be deemed delivered when delivery is made according to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of such courier, Reliance Real Estate Trust (b) sent by facsimile, in which case notice or that you submitted to us via the Site). You shall send all notices or other communications required to be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice given hereunder to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. Reliance Real Estate Trust via email at i▇▇ @▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇.▇▇▇▇ (with a copy to be sent concurrently via prepaid certified mail to: Reliance Real Estate Trust, LLC, 4▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ 13.5 No term , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations. Any such notice or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach communication shall be deemed to be have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a waiver day on which banking institutions in the State of a different or subsequent breachDelaware are legally closed for business. 13.6 8.3 This Agreement Agreement, or the rights, obligations or interests of the Subscriber hereunder, may not be modifiedassigned, changed transferred or terminated orallydelegated without the prior written consent of Reliance Real Estate Trust. No changeAny such assignment, modification, addition transfer or amendment delegation in violation of this section shall be valid unless null and void. 8.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in writing order to effectuate the purposes of this Agreement. 8.5 Any term of this Agreement may be amended and signed by the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 13.7 8.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 8.7 In the event that either party hereto shall commence any provision suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of this Agreement is determined to be invalid or unenforceableappeal, the remaining provisions shall remain in full force and effectif any. 13.8 8.8 This Agreement constitutes (including the exhibits and contains schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the parties respecting its subject matter and Subscriber’s contractual relationship with Reliance Real Estate Trust with regard to the matters set forth herein. This Agreement supersedes any and all prior negotiations, correspondence, understandings and agreementsor contemporaneous communications, whether oral, written or oralelectronic, between us. 8.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 8.11 The parties acknowledge that there are no third party beneficiaries of this Agreement, except for any affiliates of Reliance Real Estate Trust that may be involved in the issuance or servicing of Common Shares on the Site, which the parties respecting its subject matterexpressly agree shall be third party beneficiaries hereof.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 9.1 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, by and construed in accordance with, with the laws of the State of New York Delaware (without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit regard to the exclusive jurisdiction conflicts of any State court sitting in laws principles thereof). 9.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of Groundfloor (or that you submitted to us via the Site). You shall send all notices or other communications required to be given hereunder to Groundfloor via email at s▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇ County(with a copy to be sent concurrently via prepaid certified mail to: Groundfloor Loans 1 LLC, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. 6▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ . ▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term Attention: Investor Relations). Any such notice or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach communication shall be deemed to be have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a waiver day on which banking institutions in the State of a different or subsequent breachDelaware are legally closed for business. 13.6 9.3 This Agreement Agreement, or the rights, obligations or interests of the Subscriber hereunder, may not be modifiedassigned, changed transferred or terminated orallydelegated without the prior written consent of Groundfloor. No changeAny such assignment, modification, addition transfer or amendment delegation in violation of this section shall be valid unless null and void. 9.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in writing order to effectuate the purposes of this Agreement. 9.5 Any term of this Agreement may be amended and signed by the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 13.7 9.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 9.7 In the event that either party hereto commences any provision suit, action or other proceeding to interpret this Agreement, or determines to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of this Agreement is determined to be invalid or unenforceableappeal, the remaining provisions shall remain in full force and effectif any. 13.8 9.8 This Agreement constitutes (including the exhibits and contains schedules attached hereto) and the documents referred to herein (including without limitation the Common Shares) constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the parties respecting its subject matter and Subscriber’s contractual relationship with Groundfloor with regard to the matters set forth herein. This Agreement supersedes any and all prior negotiations, correspondence, understandings and agreementsor contemporaneous communications, whether oral, written or oralelectronic, between us. 9.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 9.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 9.11 The parties acknowledge that there are no third-party beneficiaries of this Agreement, except for any affiliates of Groundfloor that may be involved in the issuance or servicing of Common Shares on Groundfloor Platform, which the parties respecting its subject matterexpressly agree shall be third party beneficiaries hereof.

Miscellaneous Provisions. 13.1 Terms Section 6.1 Except as otherwise provided in ‎Article 3, the Parties hereby acknowledge and agree that the relevant Parties continue to be bound by the NDA, and that all information obtained pursuant to the Business Combination Agreement shall be kept confidential in accordance with the NDA. Section 6.2 If any term or other provision of this Termination Agreement which appear capitalizedis held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other than conditions and provisions of this Termination Agreement shall nevertheless remain in full force and effect so long as the names economic or legal substance of the parties and article headingstransactions contemplated by this Termination Agreement are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, have illegal or incapable of being enforced, the meanings given Parties shall negotiate in Article 2 and retain those meanings whether used good faith to modify this Termination Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the singular or pluraltransactions contemplated by this Termination Agreement be consummated as originally contemplated to the fullest extent possible. 13.2 This Section 6.3 No Party shall assign this Termination Agreement or any part hereof without the prior written consent of the other Parties and any such transfer without prior written consent shall be void. Subject to the foregoing, this Termination Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their heirs, respective permitted successors and assignees. Howeverassigns. Section 6.4 Nothing expressed or implied in this Termination Agreement is intended or shall be construed to confer upon or give any Person, neither Party shall assign other than the Parties, any right or remedies under or by reason of this Termination Agreement. Section 6.5 This Termination Agreement, and any claim or cause of action hereunder based upon, arising under or out of, or related to, this Termination Agreement (whether based on law, in whole equity, in contract, in tort or in partany other theory) or the negotiation, without the written consent of the other. 13.3 All issues and questions concerning the constructionexecution, validity and interpretation performance or enforcement of this Agreement and the Schedules and Exhibits hereto Termination Agreement, shall be governed by, by and construed in accordance with, with the laws of the State of New York Delaware, without giving effect to any choice the principles of law or conflict conflicts of law rules or provisions (whether of the State of New York or any other jurisdiction) laws that would cause otherwise require the application of the laws law of any jurisdiction other than state. Section 6.6 THE PARTIES IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE, OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE) SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS TERMINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT OF THIS TERMINATION AGREEMENT THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS TERMINATION AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS TERMINATION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING UNDER OR OUT OF OR RELATING TO THIS TERMINATION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS TERMINATION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS TERMINATION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.6. Section 6.7 The headings in this Termination Agreement are for convenience only and shall not be considered a part of or affect the State construction or interpretation of New Yorkany provision of this Termination Agreement. In furtherance This Termination Agreement may be executed in two or more counterparts, and by different Parties in separate counterparts, with the same effect as if all Parties had signed the same document, but all of which together shall constitute one and the foregoingsame instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the internal law of the State of New York shall control the interpretation Electronic Signatures and construction of this Agreement (and all Schedules and Exhibits hereto)Records Act or other applicable Law, even though under that jurisdiction’s choice of law or conflict of law analysise.g., the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ .▇▇▇▇▇) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Section 6.8 No modification, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇amendment, ▇▇ ▇▇▇▇▇ or waiver of any of the provisions contained in this Termination Agreement shall be binding upon any Party unless made in writing and signed by the Parties. Section 6.9 This Termination Agreement constitutes the entire agreement among the Parties with respect to the subject matter of this Termination Agreement and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties with respect to the subject matter of this Termination Agreement. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to this Termination Agreement exist between the Parties except as expressly set forth in this Termination Agreement. Section 6.10 The Parties agree that irreparable damage would occur in the event that any of the provisions of this Termination Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Termination Agreement and to specific enforcement of the terms and provisions of this Termination Agreement, in addition to any other remedy to which any party is entitled at law or in equity. In the case event that any lawsuit, action, claim or other proceeding shall be brought in equity to enforce the provisions of LICENSEEthis Termination Agreement, no Party shall allege, and each Party hereby waives the defense, that there is an adequate remedy at law, and each Party agrees to waiver any requirement for the securing or posting of any bond in connection therewith. Section 6.11 All general notices, demands or other communications required or permitted to be given or made under this Termination Agreement shall be in writing and delivered personally or sent by courier or sent by registered post or sent by electronic mail to the intended recipient thereof at its address or at its email address set out below (or to such other address or email address as a Party may from time to time notify the other Parties). Any such notice, demand or communication shall be deemed to have been duly served (i) if given personally or sent by courier, upon delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery; (ii) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next Business Day after the day of delivery; (iii) the third Business Day following the day sent by reputable international overnight courier (with written confirmation of receipt), and (iv) if sent by registered post, five days after posting. The initial addresses and email addresses of the Parties for the purpose of this Agreement are: President NanofluidicsIf to XPAC, Inc. ▇▇ ▇▇▇to: XPAC Acquisition Corp. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇@▇▇▇.▇▇▇.▇▇ Attn: ▇▇▇ ▇▇▇▇ Kong with a copy (which shall not constitute notice) to: ▇▇▇▇▇▇▇▇ & Sterling LLP Av. Brigadeiro ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement , ▇▇ 04538-132 Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ If to the Company, PubCo, Merger Sub 1, Merger Sub 2 and Newco, to: Superbac Biotechnology Solutions S.A. ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ Novo, 8th Floor, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ 04567-001 Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇ / ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ with a copy (which shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consentednot constitute notice) to: Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP Av. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachBrigadeiro ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ 04538-133 Email: ▇▇▇▇▇▇. 13.6 This Agreement may not be modified, changed or terminated orally▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇ ▇. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.▇▇▇▇▇

Miscellaneous Provisions. 13.1 Terms Section 41.1. Every term, condition, agreement or provision contained in this Agreement lease shall be deemed to be also a covenant. Section 41.2. The specified remedies to which appear capitalizedeither party may resort under the terms of this lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which that party may be lawfully entitled in case of any breach or threatened breach by the other party of any provision of this lease, and either party shall be entitled to the restraint by injunction of any violation or attempted or threatened violation of any of the terms or provisions of this lease. Section 41.3. The failure of either party to insist in any one or more cases upon the strict performance of any of the terms, covenants, conditions, provisions or agreements of this lease, or to exercise any option herein contained, shall not be construed as a waiver or a relinquishment for the future of any such term, covenant, condition, provision, agreement or option. A receipt and acceptance by Landlord of rent or any other payment, or the acceptance or performance by either party of anything required by this lease to be performed, with knowledge of the breach of any term, covenant, condition, provision or agreement of this lease, shall not be deemed a waiver of such breach, nor shall any such acceptance of rent in a lesser amount than is herein provided for (regardless of any endorsement on any check, or any statement in any letter accompanying any payment of rent or other charge) operate or be construed either as an accord and satisfaction or in any manner other than the names as a payment on account of the parties earliest rent or other charge then unpaid by Tenant. No waiver by either party of any term, covenant, condition, provision or agreement of this lease shall be deemed to have been made unless expressed in writing and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralsigned by that party. 13.2 Section 41.4. This Agreement lease may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of the change, modification or discharge is sought. Section 41.5. In the event of any Unavoidable Delays under this lease, the time of performance of the covenants and obligations under this lease in question (which shall in no event include any requirement for the payment of a sum of money) shall automatically be extended for a period of time equal to the aggregate period of the Unavoidable Delays. Section 41.6. Any notice, waiver, certificate under Article 26, or modification of this lease, signed on behalf of a party by one of its general partners (if such party is a general or limited partnership or by one of its directors or its president, executive vice president, vice-president or secretary (if such party is a corporation) shall be binding upon that party and be the other party may rely thereon (as well as any third party expressly entitled under this lease to the benefit rely thereon) without any inquiry into or evidence of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent authority of the othersignatory. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto Section 41.7. This lease shall be governed by, and construed and enforced in accordance with, the laws of the State of New York and without giving effect to aid of any choice canon or rule of law requiring construction against the party drawing or conflict of law rules causing this lease or provisions (whether any provision thereof to be drawn. Section 41.8. All terms and words used in this lease, regardless of the State of New York number or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, gender in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Timethey are used, shall be deemed received on to include-any other number, or any other gender, as the next Business Daycontext may require. Section 41.9. A party’s address may be changed by written notice to the other parties; providedThe terms "herein," "hereby," "hereof," "hereunder," and words of similar import, however, that no notice of a change of address shall be affected until actual receipt of such noticeconstrued to refer to this lease as whole, and not to any particular Article or Section, unless expressly so stated. Section 41.10. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent If either party shall be in writing default in the performance of any of its obligations under this lease after the applicable grace period, if any, then and signed in addition to any other right or remedy of the non-defaulting party, the defaulting party shall promptly reimburse the non-defaulting party for any reasonable counsel fees and disbursements incurred by the non-defaulting party claimed to have waived in enforcing its rights hereunder or consentedat law or in equity. Section 41.11. No waiver The provisions of a breach this lease shall not be construed for the benefit of any third party, except as otherwise provided herein. Section 41.12. This lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. Section 41.13. Nothing contained in this lease shall be deemed to be create a waiver of a different partnership or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, other joint venture between the parties respecting its subject matterparties.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 8.1 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, by and construed in accordance with, with the laws of the State of New York Delaware (without giving effect regard to any choice the conflicts of law laws principles thereof). 8.2 All notices and communications to be given or conflict of law rules or provisions (whether otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the State of New York Company (or any other jurisdictionthat you submitted to us via the Site) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit through notifications to the exclusive jurisdiction of any State court sitting in registered account on the Concreit App. You shall send all notices or other communications required to be given hereunder to the Company via email at ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ @▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In or through your registered account on the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term Concreit App. Any such notice or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach communication shall be deemed to be have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery) or the action on the Concreit App has been taken. As used in this section, “business day” shall mean any day other than a waiver day on which banking institutions in the State of a different or subsequent breachDelaware are legally closed for business. 13.6 8.3 This Agreement Agreement, or the rights, obligations or interests of the Subscriber hereunder, may not be modifiedassigned, changed transferred or terminated orallydelegated without the prior written consent of the Company. No changeAny such assignment, modification, addition transfer or amendment delegation in violation of this section shall be valid unless null and void. 8.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in writing order to effectuate the purposes of this Agreement. 8.5 Any term of this Agreement may be amended and signed by the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto. 13.7 8.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 8.7 In the event that either party hereto shall commence any provision suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it substantially prevails in substance and amount (considering the relief sought and the relief achieved) in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of this Agreement is determined to be invalid or unenforceableappeal, the remaining provisions shall remain in full force and effectif any. 13.8 8.8 This Agreement constitutes (including the exhibits and contains schedules attached hereto) and the documents referred to herein constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the parties respecting its subject matter and Subscriber’s contractual relationship with the Company with regard to the matters set forth herein. This Agreement supersedes any and all prior negotiations, correspondence, understandings and agreementsor contemporaneous communications, whether oral, written or oralelectronic, between us. 8.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires. 8.11 The parties acknowledge that there are no third-party beneficiaries of this Agreement, except for any affiliates of the Company that may be involved in the issuance or servicing of Investor Shares on the Sites, which the parties respecting its subject matterexpressly agree shall be third party beneficiaries hereof.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent No failure to act by a nationally recognized overnight courier, Cvent will waive any right contained in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receiptthis Agreement. Any notice waiver by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall Cvent must be in writing and signed by the party claimed to have waived or consented. No waiver an officer of a breach shall be deemed Cvent to be a waiver of a different or subsequent breacheffective. 13.6 (b) The provisions of this Agreement are applicable to Confidential Information, Works and Inventions disclosed, created, developed or proprietary before or after I sign this Agreement. (c) This Agreement may is to be construed according to its fair meaning and not strictly for or against either party. (d) This Agreement will be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed governed by the laws of the Commonwealth of Virginia without regard to any conflict of law principles. The parties heretowaive their right to a jury trial. 13.7 (e) In any such action between the event parties, the existence of any claim of mine or cause of action by me against Cvent, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Cvent of the restrictions, covenants and agreements contained herein. (f) If any provision of this Agreement conflicts with the law of the Commonwealth of Virginia or if any provision is determined held invalid by a court with jurisdiction over the parties to this Agreement, the provision will be deemed to be invalid or unenforceablerestated to reflect as nearly as possible the parties’ original intentions in accordance with applicable law, and the remainder of the Agreement will remain in full force and effect. If it is not possible to restate the provision in a legal and valid manner, then the provision will be deemed not to be a part of the Agreement and the remaining provisions shall will remain in full force and effect. 13.8 (g) This Agreement document constitutes and contains the entire agreement between Cvent and me concerning the matters addressed in this Agreement and it supersedes any prior agreement concerning those matters. This Agreement may not be changed in any respect except by a written agreement signed by both parties. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. My rights and obligations under this Agreement, including but not limited to those under Section 10, may be freely assigned by Cvent without notice to me. (h) This Agreement may be assigned and inure to the benefit of Company or any successor of Company whether by merger, sale of assets, reorganization or otherwise. (i) All remedies provided in this Agreement are cumulative and in addition to all other remedies which may be available at law or in equity. Signature: Print Name: Date: Cvent NDA 07/2011 Page 5 of 7 Initials: EXHIBIT A: RESTRICTED COMPETITORS I understand that the following companies are the “Restricted Competitors” referred to in Section 10 of the parties respecting its subject matter Non-Disclosure, Invention, Non-Competition and supersedes any Non-Solicitation Agreement. 1. Active Network (and all prior negotiationsaffiliates ▇▇▇▇▇▇.▇▇▇, correspondence, understandings RegOnline and agreements, whether written or oral, between the parties respecting its subject matter.StarCite) 2. Eventbrite 3. SignUp4 4. Certain Software 5. Lenos Software 6. Ungerboeck 7. eTouches 8. Lanyon 9. Arcaneo 10. LivingSocial 11. QuickMobile

Miscellaneous Provisions. 13.1 Terms 7.1) This Agreement contains the entire agreement between ADVERTISER and RW regarding the submission of Content to RW for publication in the Magazine and on the Website. This Agreement supersedes all prior agreements or otherwise and may only be amended upon notice by RW. 7.2) This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to the conflict of laws rules thereof. Client consents to personal jurisdiction in the state and federal courts of Virginia. 7.3) ADVERTISER agrees that in case any of the provisions contained in this Agreement which appear capitalizedshall be held to be unenforceable in any respect, such unenforceability shall not affect any other than the names of the parties provision hereof, and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralthis Agreement shall be construed as if such provision(s) had never been included. 13.2 7.4) Signatory for Advertiser has the right and ability to bind Advertiser to this Agreement. 7.5) ADVERTISER agrees that this Agreement shall be deemed to have been drafted by both ADVERTISER and RW. Any and all ambiguities and/or inconsistencies shall not be construed in favor of or against either party hereto. 7.6) Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover, as an element of such party’s costs, and not as damages, all reasonable costs and expenses incurred or sustained by such prevailing party in connections with such actions, including without limitation, legal fees and costs. 7.7) This Agreement shall be binding upon and be inure to the benefit of the Parties parties hereto and their respective heirs, successors personal representatives, successors, and assigneesassigns. However, neither Party This Agreement may be executed in one or more counterpart copies. Each counterpart copy shall assign this Agreement, in whole or in part, without the written consent constitute an agreement and all of the other. 13.3 All issues and questions concerning the construction, validity and interpretation counterpart copies shall constitute one fully executed agreement. This Agreement may be executed on facsimile counterparts. The signature of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect any party to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice counterpart shall be deemed delivered when delivery is made according to the records of such couriera signature to, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the appended to, any other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachcounterpart. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in 1. In order to induce the Waiving Noteholders to enter into this Agreement which appear capitalizedAgreement, the Company and the Guarantors hereby represent and warrant that (i) other than the names Specified Event, there exists no Default or Event of Default under the Indenture or the Notes on the Agreement Effective Date, (ii) the Company and the Guarantors have the power and authority (a) to enter into this Agreement and (b) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by them and (iii) this Agreement has been duly authorized, validly executed and delivered by an authorized officer of the Company and each Guarantor, and constitutes the legal, valid and binding obligation of the Company and each Guarantor, enforceable against it in accordance with its terms. 2. By its signature below, the Company and each of the Guarantors hereby acknowledge and consent to this Agreement and the terms and provisions hereof. The Company and each of the Guarantors hereby reaffirm the covenants and agreements contained in the Indenture (including, without limitation, any supplemental indenture to which it is a party) and the Notes. The Company and each of the Guarantors further confirm that the Indenture (including, without limitation, any supplemental indenture to which it is a party) and the Notes are and shall continue to be in full force and effect and the same are hereby ratified and confirmed in all respects. 3. The Company hereby agrees that it will take any action that from time to time may be reasonably necessary to effectuate the agreements contemplated herein. 4. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Waiving Noteholders under the Indenture, the Notes or any other document related thereto, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Indenture, the Notes or any other document related thereto, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Indenture, the Notes or any other document related thereto in similar or different circumstances. 6. This Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 7. This Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and article headings, have supersedes any prior negotiations and agreements among the meanings given in Article 2 and retain those meanings whether used in the singular or pluralparties relative to such subject matter. 13.2 8. This Agreement shall be binding upon and be inure to the benefit of each of the Parties hereto Company, the Guarantors, the Waiving Noteholders, and their heirs, respective successors and assignees. Howeverassigns; provided, neither Party that the Company shall not be entitled to delegate any of its duties hereunder and shall not assign any of its rights or remedies set forth in this Agreement, in whole or in part, Agreement without the prior written consent of each of the otherWaiving Noteholders in their sole discretion. 13.3 All issues and questions concerning the construction9. Whenever possible, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or each provision of this Agreement shall be waived and no breach excused unless interpreted in such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed manner as to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be effective and valid unless in writing and signed by the parties hereto. 13.7 In the event under applicable law; but if any provision of this Agreement is determined shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to be invalid the extent of such prohibition or unenforceableinvalidity, without invalidating the remainder of such provision or the remaining provisions shall remain in full force and effectof this Agreement. 13.8 This Agreement constitutes 10. The parties hereto agree that the running of all statutes of limitation or doctrine of laches applicable to all claims or causes of action that any Waiving Noteholder may be entitled to take or bring in order to enforce its rights and contains remedies against the entire agreement of Company or any Guarantor shall be, to the parties respecting its subject matter fullest extent permitted by law, tolled and supersedes any and all prior negotiationssuspended during the Limited Waiver Period. 11. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterWITHOUT REGARD TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

Miscellaneous Provisions. 13.1 Terms 19.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 19.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 19.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues 19.4 No rights, powers and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to remedies conferred on each party by any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excused unless exercise by one party of its rights, powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 13.6 This 19.6 If any provisions of this Agreement may are held to be null and void, invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be modifiedaffected or impaired thereby, changed or terminated orally. No changeprovided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, modificationto the extent closest to their original intent, addition or amendment amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be valid unless approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in writing accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the parties hereto. 13.7 In the event any provision Parties shall form an integral part of this Agreement is determined to be invalid or unenforceable, and shall have the remaining provisions shall remain in full force and effectsame legal effect as this Agreement. 13.8 19.9 This Agreement constitutes is executed in five (5) copies, one (1) of which shall be held by each party respectively, and contains the entire agreement rest of which shall be submitted to the equity interest pledge registration authority to handle the equity interests pledge registration procedures, and each of which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. (This page is intentionally left blank as the signature page of the parties respecting its subject matter Equity Interests Pledge Agreement among Shenzhen Fangdd Information Technology Co., Ltd., ▇▇ ▇▇▇▇ and supersedes any and all prior negotiationsShenzhen Fangdd Network Technology Co., correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)

Miscellaneous Provisions. 13.1 Terms in This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. If any term or provision of this Agreement which appear capitalizedis found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other than the names term or provision of this Agreement. No amendment to, or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver of any of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This provisions of this Agreement shall be binding upon effective unless explicitly set forth in writing and signed by the Party so waiving, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Provider shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Trust. Any purported assignment or delegation in violation of this Agreement shall be null and void. No assignment or delegation shall relieve the Provider of any of its obligations hereunder. Trust may at any time assign or transfer any or all of its rights or obligations under this Agreement without Provider's prior written consent. This Agreement and all matters arising out of or relating to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be is governed by, and is to be construed in accordance with, the laws of the State of New York Maine, without giving effect regard to any choice of law or the conflict of law laws provisions thereof to the extent such principles or rules would require or provisions (whether of the State of New York or any other jurisdiction) that would cause permit the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law those of the State of New York shall control the interpretation Maine, and construction of this Agreement (and all Schedules and Exhibits hereto)any action, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action litigation or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought exclusively in any other court, forum the state or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought federal courts located in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumMaine. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 16.1 This Agreement shall be binding upon construed, governed, interpreted and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed applied in accordance with, with and under the jurisdiction of the laws of the State of New York without giving effect to any choice Alabama, U.S.A., notwithstanding the residence or principal place of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws business of any jurisdiction other than the State of New York. In furtherance of the foregoingparty, the internal place where this Agreement may be executed by any party or the provisions of any jurisdiction's conflict-of-laws principles, provided that questions affecting the scope and validity of any patent shall be determined by the law of the State country in which the patent was granted. 16.2 The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of New York the parties hereto as to the subject matter hereof, and all prior representations and warranties have been merged into this document and are thus superseded in totality by this Agreement. This Agreement shall control not be subject to any change or modification except by the interpretation and construction execution of a written instrument subscribed to by the parties hereto. Further, this Agreement shall be deemed to have been drafted by both parties and, in the event of a dispute, neither party shall be entitled to claim that any provision should be construed against the other party by reason of the fact that it was drafted by the other party. 16.3 The provisions of this Agreement (are severable, and all Schedules and Exhibits hereto)in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, even though under that jurisdiction’s choice such invalidity or unenforceability shall not in any way affect the validity or enforceability of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit remaining provisions hereof. 16.4 LICENSEE agrees to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State the LICENSED PRODUCTS sold in the United States with all applicable United States patent numbers. All LICENSED PRODUCTS shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice of New York the country of manufacture or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out sale. 16.5 LICENSEE warrants that it will not initiate a LICENSEE PATENT CHALLENGE before termination of or relating to this Agreement and agree under Article 13. 16.6 The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that no such suit, action right or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection excuse a similar subsequent failure to the laying of venue of perform any such suit, action term or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumcondition by the other party. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 16.7 No term or provision of this Agreement shall constitute or be waived and no breach excused unless such waiver construed as a limitation, abrogation, or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed any defense or limitation of liability available to be a waiver the State of a different Alabama or subsequent breachits units (including, without limitation, AUBURN), officials, or employees under Alabama or Federal law, including without limitation the defense of sovereign immunity or any other governmental immunity. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 A. This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, by the laws of the State of New York without giving effect Florida. Any and all legal action necessary to enforce this Agreement will be held exclusively in Palm Beach County, Florida. No remedy herein conferred upon any choice party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or conflict in equity or by statute or otherwise. No single or partial exercise by any party of law rules any right, power, or provisions (whether remedy hereunder shall preclude any other or further exercise thereof. B. Except for any obligation of the State of New York CONTRACTOR to indemnify the CITY, if any legal action or any other jurisdiction) that would cause proceeding is brought for the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction enforcement of this Agreement (Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall be liable and all Schedules and Exhibits hereto)responsible for their own attorney’s fees incurred in that enforcement action, even though under that jurisdiction’s choice of law dispute, breach, default or conflict of law analysismisrepresentation. FURTHER, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇TO ENCOURAGE ▇▇▇▇▇▇ CountyAND EQUITABLE RESOLUTION OF ANY LITIGATION, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumEACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS AGREEMENT. 13.4 All notices required C. If any term or permitted hereunder shall provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be in writing and be served on held invalid or unenforceable, to remainder of this Agreement, or the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records application of such courierterms or provision, (b) sent by facsimile, in to persons or circumstances other than those as to which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, it is held invalid or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Timeunenforceable, shall not be deemed received on the next Business Day. A party’s address may be changed by written notice to the affected, and every other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or and provision of this Agreement shall be waived deemed valid and no breach excused unless such waiver or consent enforceable to the extent permitted by law. D. All notices required in this Agreement shall be in writing sent by certified mail, return receipt requested or by nationally recognized overnight courier, and signed by sent to the party claimed to have waived or consented. No waiver addresses appearing on the first page of a breach shall be deemed to be a waiver of a different or subsequent breachthis Agreement. 13.6 This E. The CITY and the CONTRACTOR agree that this Agreement (and the other documents described herein) sets forth the entire Agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may not be added to, modified, changed superseded or terminated orally. No changeotherwise altered, modification, addition or amendment shall be valid unless in writing and signed except by written instrument executed by the parties hereto. 13.7 In the event any . Any provision of this Agreement which is determined to of a continuing nature or imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or earlier termination. F. This Agreement may be invalid executed in one or unenforceablemore counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Agreement. This Agreement may be executed electronically. G. This Agreement shall not be construed more strongly against either party regardless of who was more responsible for its preparation. H. In accordance with Palm Beach County ordinance number 2011-009, the remaining provisions shall remain in full force CONTRACTOR acknowledges that this Agreement may be subject to investigation and/or audit by the Palm Beach County Inspector General. The CONTRACTOR has reviewed Palm Beach County ordinance number 2011-009 and effectis aware of its rights and/or obligations under such ordinance. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms 5.1 All terms and conditions of this Agreement are set forth herein and in the Employment Agreement, and there are no warranties, agreements or understandings, express or implied, except those expressly set forth herein and in the Employment Agreement. 5.2 Any modification to this Agreement shall be binding only if evidenced in writing signed by all parties hereto. 5.3 Any notice or other communication required or permitted to be given hereunder shall be deemed properly given if personally delivered or deposited in the United States mail, registered or certified and postage prepaid, addressed to the Company at its most recent address on file with the United State Securities and Exchange Commission, or to Executive at his or her most recent home address on file with Company, or at other such addresses as may from time to time be designated in writing by the respective parties. 5.4 The laws of the State of Colorado shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties involved. 5.5 In the event that any one or more of the provisions contained in this Agreement which appear capitalizedshall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any other than the names provision of the parties and article headingsthis Agreement, have the meanings given in Article 2 and retain those meanings whether used in the singular but this Agreement shall be construed as if such invalid, illegal or pluralunenforceable provisions had never been contained herein. 13.2 5.6 This Agreement shall be binding upon upon, and be inure to the benefit of, the successors and assigns of the Parties hereto Company and their heirsthe personal representatives, successors heirs and assigneeslegatees of Executive. 5.7 There shall be deducted from the payment of any benefit due under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Executive. 5.8 As a condition to receiving the payments and benefits hereunder, the Executive shall execute a document in customary form, releasing and waiving any and all claims, causes of actions and the like against the Company and its successors, shareholders, officers, trustees, agents and employees, regarding all matters relating to the Executive’s service as an employee of the Company or any affiliates and the termination of such relationship. However, neither Party shall assign this Agreement, in whole or in partSuch claims include, without limitation, any claims arising under the written consent Age Discrimination in Employment Act of 1967, as amended; Title VII of the other. 13.3 All issues and questions concerning Civil Rights Act of 1964, as amended; the constructionCivil Rights Act of 1991, validity and interpretation as amended; the Equal Pay Act of this Agreement and 1962; the Schedules and Exhibits hereto shall be governed byAmerican Disabilities Act of 1990; the Family Medical Leave Act, and construed in accordance withas amended; the Employee Retirement Income Security Act of 1976, as amended, or any like acts under the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoingAustralia, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In as the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachmay be. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized1. Except as expressly waived hereby, other than the names all of the parties terms, covenants and article headingsother provisions of the Subordination Agreement shall remain unamended and unwaived and shall continue to be, have and shall remain, in full force and effect in accordance with their respective terms. The amendment set forth herein shall be limited precisely as provided for herein to the meanings given in Article 2 provisions expressly amended hereby and retain those meanings whether used in shall not be deemed to be an amendment to, waiver of, consent to, or modification of any other term or provision of the singular Subordination Agreement or pluralany other document referred to therein or herein or of any transaction or further or future action on the part of the Company or any Guarantor that would require the consent of the 2004 Noteholders (or any subset thereof) under the Subordination Agreement or any other document referred to therein or herein. 13.2 2. The Company hereby agrees that it will take any action that from time to time may be reasonably necessary to effectuate the agreements contemplated herein. 3. This Agreement Amendment may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument. 4. This Amendment shall be binding upon and be inure to the benefit of the Parties parties hereto and their heirs, respective successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherassigns. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto 5. This Amendment shall be governed by, and construed in accordance with, with the internal laws of the State of New York without giving effect regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any choice of law or conflict of law rules or provisions (whether court of the State of New York located in the County of New York or any other jurisdiction) that would cause the application United States District Court for the Southern District of the laws of any jurisdiction other than the State of New York. In furtherance , any appellate courts from any thereof (any such court, a “New York Court”) or any court of the foregoingUnited Kingdom located in London, the internal law of the State of New York shall control the interpretation and construction of this Agreement or any appellate courts from any thereof (and all Schedules and Exhibits heretoany such court, a “U.K. Court”), even though under that jurisdiction’s choice for the purpose of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or other proceeding arising out of or relating to this Agreement Amendment or under any applicable securities laws and agree arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that no all claims in respect of any such suit, action or proceeding shall will be brought heard and determined in any New York Court or U.K. Court. Each such party hereby agrees not to commence any action, suit or proceeding relating to this Amendment other court, forum or jurisdictionthan in a New York Court except to the extent mandated by applicable law. The parties hereto Each such party hereby irrevocably and unconditionally waive waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim or that any such suit, action or proceeding brought in any such court has been was brought in an inconvenient forumcourt and agree not to plead or claim the same. EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 13.4 All notices required 7. If any one or permitted hereunder more of the provisions contained in this Amendment shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment and such provision shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according interpreted to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed fullest extent permitted by the party claimed law; provided that the Company and each 2004 Noteholder shall use their reasonable best efforts to have waived find and employ an alternative means to achieve the same or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachsubstantially the same result as that contemplated by such provision. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms Section 14.01. The Company has not delegated to the Investment Manager any authority with respect to the exercise of any voting rights relating to the Investments. The Investment Manager shall not arrange for the exercise of any voting rights relating to the Investments except pursuant to prior written instructions from the Company. With respect to voting matters that, in the opinion of the Investment Manager, may materially affect the value of all or any part of the Investments, the Investment Manager may make such recommendations to the Company with respect to the voting on such matters as the Investment Adviser may determine, but any determination whether, or in what manner, such voting rights shall be exercised shall be at the discretion of the Company. Section 14.02. No failure on the part of either party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement which appear capitalized, other than the names are cumulative and not exclusive of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular any rights or pluralremedies provided by law. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assigneesSection 14.03. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modifiedamended by mutual agreement, changed or terminated orally. No change, modification, addition or but only after authorization of such amendment shall be valid unless in writing and signed by the parties heretoaffirmative vote of (i) the holders of a majority of the outstanding voting securities of the Company, and (ii) a majority of the Directors who are not interested persons of the Company or of the Investment Manager or the Investment Adviser or of any other entity regularly furnishing investment advisory services with respect to the Company pursuant to an agreement with the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval. 13.7 In the event Section 14.04. The illegality, invalidity or unenforceability of any provision of this Agreement is determined to be invalid under the law of any jurisdiction shall not affect its legality, validity or unenforceableenforceability under the law of any other jurisdiction nor the legality, the remaining provisions shall remain in full force and effectvalidity or enforceability of any other provision. 13.8 Section 14.05. This Agreement constitutes may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and contains hereto were upon the entire agreement same instrument. Section 14.06. This Agreement will become effective on the later of the parties respecting its subject matter Assignment Date and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterIssuance Date.

Miscellaneous Provisions. 13.1 Terms 19.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 19.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 19.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However. 19.4 No rights, neither Party powers and remedies conferred on each party by any provisions of this Agreement shall assign preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no exercise by one party of its rights, powers and remedies shall preclude any exercise by such party of its other rights, powers and remedies. 19.5 No failure by any party hereto in whole the exercise or prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in partaccordance with this Agreement or the law shall be deemed to be a waiver of such rights or affect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 19.6 If any provisions of this Agreement are held to be null and void, without invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be affected or impaired thereby, provided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, to the extent closest to their original intent, amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the otherPledgee” referred to herein shall mean that the matters shall be approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in accordance with the provisions of Clause 18 hereof. 13.3 All issues 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and questions concerning supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the construction, validity and interpretation Parties shall form an integral part of this Agreement and shall have the Schedules same legal effect as this Agreement. 19.9 This Agreement is executed in five (5) copies, one (1) of which shall be held by each party respectively, and Exhibits the rest of which shall be submitted to the equity interest pledge registration authority to handle the equity interest pledge registration procedures, and each of which shall be equally authentic. 19.10 Any annexes hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction form an integral part of this Agreement and shall have the same legal effect as this Agreement. (and all Schedules and Exhibits hereto)This page is intentionally left blank as the signature page of the Equity Interest Pledge Agreement among Shenzhen FangDD Information Technology Co., even though under that jurisdiction’s choice of law or conflict of law analysisLtd., the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Shenzhen FangDD Network Technology Co., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)

Miscellaneous Provisions. 13.1 Terms in 29.1 This Lease sets forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises. There are no oral agreements or understandings between the parties hereto affecting this Lease except for the Bothell Transition Agreement which appear capitalizedand the Cost Sharing Arrangement, other than and this Lease supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the names parties hereto with respect to the subject matters hereof, except for the Bothell Transition Agreement and the Cost Sharing Arrangement, and none thereof shall be used to interpret or construe this Lease. Except as otherwise herein expressly provided, no subsequent alteration, amendment, change, waiver or addition to or of any provision of this Lease, nor any surrender of the parties and article headingsTerm, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon Landlord or Tenant unless reduced to writing and signed by the party against whom the same is charged or such party's successors in interest. 29.2 This Lease shall not be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, recorded by either party without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto 29.3 This Lease shall be governed by, and construed in accordance with, all respects by the laws of the State of New York without giving effect Washington. 29.4 This Lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 29.5 All obligations of Tenant which shall not have been performed prior to any choice of law or conflict of law rules or provisions (whether the end of the State of New York Term or which by their nature involve performance, in any other jurisdiction) that would cause particular, after the application end of the laws of any jurisdiction other than Term, or which cannot be ascertained to have been fully performed until after the State of New York. In furtherance end of the foregoingTerm, shall survive the internal law expiration or termination of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumTerm. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier29.6 If any term, in which case notice shall be deemed delivered when delivery is made according to the records of such couriercovenant, (b) sent by facsimilecondition, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver Lease or consent shall be in writing and signed by the party claimed application thereof to have waived any person or consented. No waiver of a breach shall be deemed circumstance shall, at any time or to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modifiedany extent, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall remain in full force not be affected thereby, and effecteach term, covenant, condition, and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 13.8 This Agreement constitutes 29.7 Anything in this Lease to the contrary notwithstanding in the event that (a) any act or omission of Tenant shall require the consent or approval of Landlord pursuant to this Lease, and contains (b) this Lease provides that Landlord shall not unreasonably withhold such consent or approval, and (c) Tenant shall claim that Landlord has unreasonably withheld such consent or approval, then the entire agreement sole recourse of Tenant upon the inability of the parties respecting to agree shall be to being an appropriate action in a court of competent jurisdiction against Landlord solely to issue a determination of whether the withholding of such consent or approval by Landlord is "reasonable" or "unreasonable", and Tenant shall not be entitled to any damages or other remedy other than specific performance for the issuance by Landlord of such consent or approval if such court of competent jurisdiction shall determine that such withholding of consent was unreasonable; provided, however, Tenant shall be entitled to pursue all remedies at law or in equity if it shall be determined by a court of competent jurisdiction (beyond all right of appeal) that in withholding its subject matter consent Landlord acted maliciously and supersedes in bad faith (for which Tenant shall have the burden of proof). 29.8 To the maximum extent provided by law, Landlord shall have a lien on all improvements, fixtures, materials and other personal property of Tenant which at any and all prior negotiations, correspondence, understandings and agreements, whether written time is located at or oral, between affixed to any part or portion of the parties respecting its subject matterProperty.

Miscellaneous Provisions. 13.1 Terms 5.1 This Agreement constitutes the complete and exclusive agreement of the Parties. 5.2 The Parties understand that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Parties hereto, or any of them, either previously or in connection with this Agreement shall be deemed to be (a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgement or admission by either party of any fault or liability whatsoever to the other Party or to any third party. 5.3 Each of the Parties declares and represents that no promise, inducement or agreement which is not specifically provided in this Agreement which appear capitalized, other than has been made by any Party to this Agreement; that this Agreement contains the names entire agreement among the Parties; and that the terms of this Agreement cannot be modified except in writing signed by all Parties hereto. 5.4 Each of the parties and article headingsParties agrees not to disclose to or discuss with any person, have except as where such disclosure may be required by law, court order, government agency request or subpoena, or in connection with a legal proceeding, the meanings given substance of this Agreement or matters relating to any act or omission of any Party in Article 2 and retain those meanings whether used in the singular or pluralconnection with any other Party. 13.2 5.5 This Agreement shall be construed, interpreted and applied in accordance with the substantive laws of the State of Delaware, without reference to its conflicts of law rules. 5.6 The Parties agree that any court proceeding shall be conducted in Delaware, and consent to exclusive jurisdiction and venue there. 5.7 No Party may assign any of its rights under this Agreement without the prior consent of the other Parties, which shall not be unreasonably withheld. Subject to the preceding sentence, this Agreement shall apply to, be binding upon in all respects upon, and be inure to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent permitted assigns of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of Parties. Nothing expressed or referred to in this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to give any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction person other than the State Parties to this Agree­ment any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of New Yorkthis Agreement. In furtherance This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating Parties to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably their successors and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumassigns. 13.4 5.8 All notices required or permitted notices, demands and communications hereunder shall be in writing and be served on personally delivered or sent by first class mail, certified or registered, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth below. Any , or at such notices other address as any Party shall have furnished to the other party in writing, or shall be either (a) sent given by a nationally recognized telegram, telex, facsimile transmission, overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, courier or (c) sent by personal hand delivery, in which any case notice shall to be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m.effective when received, Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, provided that no notice of a change of address shall be affected until actual receipt shall constitute notice regardless of such noticemethod of delivery. In the case of FOUNDATIONIf to ITCV: President Cornell Research Foundation▇▇. ▇▇▇▇ De Laurentiis Chief Executive Officer ITCV Environmental Group, Inc. ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEEWith a copies to: President Nanofluidics▇▇▇▇▇ ▇. ▇▇▇▇ The ▇▇▇▇ Law Group, Inc. PLLC ▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇.▇▇▇.▇▇▇▇ tel ▇▇▇.▇▇▇.▇▇▇▇ fax If to Creditor: __________________ __________________ __________________ __________________ With a copies to: __________________ __________________ __________________ 13.5 No 5.9 If any term or provision of this Agreement or any application thereof shall be waived and no breach excused unless invalid or unenforceable, such waiver term or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach provision shall be deemed to be a waiver severed and the remainder of a different this Agreement and any other application of such term or subsequent breachprovision shall not be affected or invalidated thereby. 13.6 5.10 This Agreement may not be modifiedexecuted by facsimile and in one or more counterparts, changed or terminated orally. No change, modification, addition or amendment all of which taken together shall be valid unless in writing constitute one and signed by the parties heretosame instrument. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms 19.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 19.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 19.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues 19.4 No rights, powers and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to remedies conferred on each party by any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excused unless exercise by one party of its rights, powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 13.6 This 19.6 If any provisions of this Agreement may are held to be null and void, invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be modifiedaffected or impaired thereby, changed or terminated orally. No changeprovided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, modificationto the extent closest to their original intent, addition or amendment amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be valid unless approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in writing accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the parties hereto. 13.7 In the event any provision Parties shall form an integral part of this Agreement is determined to be invalid or unenforceable, and shall have the remaining provisions shall remain in full force and effectsame legal effect as this Agreement. 13.8 19.9 This Agreement constitutes is executed in five (5) copies, one (1) of which shall be held by each party respectively, and contains the entire agreement rest of which shall be submitted to the equity interest pledge registration authority to handle the equity interest pledge registration procedures, and each of which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. (This page is intentionally left blank as the signature page of the parties respecting its subject matter Equity Interest Pledge Agreement among Shenzhen Fangdd Information Technology Co., Ltd., ▇▇ ▇▇▇▇ and supersedes any and all prior negotiationsShenzhen Fangdd Network Technology Co., correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized10.1 Subject to Article 3, other than the names Seller shall, upon the reasonable request of the parties Buyer, execute all such further deeds and article headings, have documents and do all such further acts as may be reasonably required by the meanings given Buyer in Article 2 order to carry out the true intent and retain those meanings whether used in the singular or pluralmeaning of this Agreement. 13.2 10.2 This Agreement shall inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors, administrators and assigns. 10.3 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, by the laws of the State of New York Norway, which will apply without giving effect regard to any choice of law laws or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that laws provisions, which would cause direct the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or another jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to BOTH PARTIES AGREE THAT, TO THE EXTENT ALLOWED BY THE GOVERNING LAW, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION INVOLVING THIS AGREEMENT. THE PARTIES EXPRESSLY AGREE TO A JUDGE TRIAL. Nothing herein shall prohibit a party from availing itself of a court of competent jurisdiction for the laying purpose of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient foruminjunctive relief. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 10.4 No term or provision of this Agreement may be amended except by an instrument in writing signed by the Seller and the Buyer. 10.5 This Agreement, and any subsequent B▇▇▇ of Sale, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all other terms either expressed or implied by law. No modification of this Agreement shall be waived and no breach excused effective unless such waiver or consent shall be made in writing and signed by both parties. In the party claimed event any provision, clause, sentence or part of this Agreement is inconsistent with or contrary to have waived or consented. No waiver of a breach any applicable law, same shall be deemed to be a waiver modified to the extent required to comply with said law (it being the intention of a different or subsequent breach. 13.6 This Agreement may not be both Parties to enforce to the fullest extent all terms of this Agreement) and as so modified, changed or terminated orallythis Agreement shall continue in full force and effect. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision such provision, clause, sentence or part of this Agreement is determined cannot be modified to comply with the law, then said provision, clause, sentence or portion of the Agreement shall be deemed to be invalid or unenforceable, deleted from the Agreement and the remaining provisions terms and conditions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms 9.1 This Agreement is executed and delivered within the State of Tennessee and the rights, duties and obligations of the Parties hereunder shall be construed and enforced in accordance with the laws of the State of Tennessee applicable to such agreements. 9.2 This Agreement constitutes the entire agreement and understanding between the Parties to this Agreement which appear capitalizedconcerning the subject matter hereof, other than including, but not limited to, the names of Tennessee Action and the parties Other Litigation, and article headingssupersedes and replaces all prior negotiations, have the meanings given in Article 2 proposed agreements and retain those meanings whether used in the singular or pluralagreements written and oral related thereto. 13.2 9.3 Each Party to this Agreement acknowledges that neither it nor any agent on its behalf has been made any promises, representations or warranties whatsoever, expressed or implied, which are not contained herein concerning the subject matter hereof, to induce that Party to execute this Agreement. Each signatory acknowledges that he has not executed this Agreement in reliance on any such promise, representation or warranty which is not contained herein. 9.4 Each Party signing this Agreement hereby acknowledges that this Agreement covers all claims, injuries and damages whatsoever, known or unknown, foreseen or unforeseen, including indemnity claims, that such Party has been advised by legal counsel about, is familiar with and understands the provisions of laws such as California Civil Code Section 1542 which provides that "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR," and that such Party waives the protections of that statute and all similar laws and legal principles. 9.5 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto Parties, and their respective heirs, representatives, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherassigns. 13.3 All issues 9.6 This Agreement may be executed in counterpart and questions concerning the construction, validity and interpretation execution by the Parties of separate counterparts of this Agreement and the Schedules and Exhibits hereto shall be governed bydeemed to be execution of a single agreement by all Parties hereto. 9.7 Each Party hereto agrees that he/it shall, with reasonable promptness and diligence, execute any and all other or additional documentation, if any, which may be reasonably required to carry out, implement or complete the terms, conditions and provisions of this Agreement. 9.8 This agreement shall be of no force or effect unless it is executed by Metric within one (1) business day following its execution by the other Parties hereto. 9.9 Neither the releases contained in paragraphs 5 and 6 herein nor the obligation to dismiss certain actions contained in paragraph 4 herein shall be effective until Metric makes the payment required by paragraph 3 herein. (Signatures on next page) WITNESS our hands this 12th day of November, 2004. /s/ Kenneth E. Nelson --------------------------------- Kenneth E. Nelson, Individually /s/ Susan B. Nelson --------------------------------- Susan B. Nelson, Individually NASHVILLE LODGING COMPANY By: /s/ Kenneth E. Nelson --------------------------------- Kenneth E. Nelson NASHVILLE RESIDENCE CORPORATION By: /s/ Kenneth E. Nelson --------------------------------- Kenneth E. Nelson 2300 ELM HILL PIKE, INC. By:/s/ Kenneth E. Nelson --------------------------------- Kenneth E. Nelson GP CREDIT CO., LLC, By: /s/ Susan B. Nelson --------------------------------- Susan B. Nelson, its Manager METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a California limited partnership By: METRIC REALTY, an Illinois general partnership, its managing general partner By: SSR REALTY ADVISORS, INC., a Delaware corporation, its managing partner By: /s/ Fred Lieblich (executed effective -------------------- 11/15/04) Its: President and CEO EXHIBIT A IN THE CHANCERY COURT FOR THE STATE OF TENNESSEE TWENTIETH JUDICIAL DISTRICT, DAVIDSON COUNTY AT NASHVILLE ORLANDO RESIDENCE, LTD., ) ) Plaintiff, ) ) v. ) ) NASHVILLE LODGING COMPANY, ) NASHVILLE RESIDENCE CORP., KENNETH ) E.NELSON, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇METRIC P▇▇▇▇▇▇▇ County) ▇▇▇WTH SUITE INVESTORS, State L.P., ) ) Defendants, ) ) and ) ) METRIC PARTNERS GROWTH SUITE ) INVESTORS, L.P., ) ) Third-Party Plaintiff, ) ) Case No. 92-3086-III v. ) ) 2300 ELM HILL PIKE, INC. and MITCHELL ) A. ANDERSON, ) ) Third-Party Defendants. ) AGREED ORDER As evidenced by the signatures of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses their respective counsel set forth below, the parties to this action have agreed as follows: 1. Any such notices shall be either (a) sent by In its Memorandum and Order filed August 15, 2001, this Court appointed a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according Receiver to conserve the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice proceeds of a change of address shall be affected until actual receipt of such noticechose in action filed by defendant Nashville Lodging Company ("NLC") to satisfy the Judgment filed September 25, 2000 in this action. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.The chose in

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names (a) Each of the parties Holders represents and article headings, have warrants that it is the meanings given in Article 2 sole legal and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit beneficial owner of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign shares registered in its name all of which shares are subject to this Agreement, and that no other person has any interest in whole or in part, without the written consent of the othersuch shares. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdictionb) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when effectively given upon personal delivery is made according to the records of such courierparty to be notified or five business days after deposit in the United States mail, by registered or certified mail, postage prepaid and addressed (i) if to an Investor, as set forth on Exhibit A hereto, (bii) sent by facsimileif to a Holder, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, as set forth on --------- Exhibit A hereto or (ciii) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received if to the Company to the Address set forth on the next Business Day. A party’s --------- signature hereto; or at such other address as any party may be changed designate by ten (10) days' advance written notice to the other partiesparties hereto. (c) The rights and obligations of the parties hereunder shall inure to the benefit of and be binding upon, their respective successors, assigns and legal representatives. (d) In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. (e) Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Company and the holders of a majority of the Common Stock Equivalents then held by the Investors and the Holders; provided, however, that no notice (a) any Investor may waive any of its rights hereunder -------- without obtaining the consent of any other person and (b) only the consent of the Company and a change majority of address the Common Stock Equivalents (on an as-if-converted basis) then held by the Investors shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇required to add additional parties to this Agreement. 13.5 No term or provision of this (f) This Agreement shall be waived governed by and no breach excused unless such waiver or consent shall be in writing interpreted under the laws of the State of Delaware, as applied to agreements among Delaware residents, made and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver performed entirely within the State of a different or subsequent breachDelaware. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 (g) In the event of any provision of this Agreement is determined to be invalid or unenforceabledispute involving the terms hereof, the remaining provisions prevailing parties shall remain in full force be entitled to collect legal fees and effectexpenses from the other party to the dispute. 13.8 (h) This Agreement constitutes and contains the entire agreement shall be effective as of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between date hereof with respect to the parties respecting its subject matterhereto and those parties that subsequently sign the Agreement after the date hereof.

Miscellaneous Provisions. 13.1 Terms (a) Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. (b) Title and headings of sections in this Agreement are for convenience of reference only and shall not be used to define or limit the provisions hereof. (c) THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES. (d) This Agreement embodies the entire agreement between the Assignor and the Assignee with respect to the Related Documents and supersedes all prior agreements between the Assignor and the Assignee with respect to the Related Documents. (e) This Agreement may be executed in one or more counterparts, each of which appear capitalizedshall constitute an original, other than but all of which together shall constitute but one Agreement. The signature pages of all counterparts of this Agreement may be detached and attached to a single counterpart of this Agreement so that all signature pages are physically attached to the names same document. (f) This Agreement is being entered into pursuant to Section 11.13 of the parties Credit Agreement and article headings, have the meanings given in Article 2 Assignor and retain those meanings whether used in the singular or pluralAssignee shall comply with the requirements thereof. 13.2 This Agreement (g) All of the terms, covenants and conditions herein contained shall be binding upon and be inure to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered binding upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto, and their respective successors and assigns. 13.7 In the event any (h) Every provision of this Agreement is determined intended to be severable. If any term or provision thereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceableunenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the remaining balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable, and to the extent possible all of the other provisions shall nonetheless remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms (a) This document contains the entire agreement among the parties in regard to the subject matter hereof and supersedes any and all prior agreements or understandings. (b) This Agreement shall remain in full force and effect until all of Participant’s Participation Interest in the Loans, including, without limitation, the underlying Collateral, are liquidated or discharged completely. The indemnities provided for in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation survive any such termination of this Agreement for a period of one year. (c) All notices and the Schedules and Exhibits hereto other communications hereunder shall be governed byin writing, and construed in accordance withaddressed as follows: If to Bank: Wachovia Bank, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in National Association ▇▇▇▇ ▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term (d) This Agreement shall be governed by and construed in accordance with the laws of North Carolina, without giving effect to the choice of law principles thereof. (e) This Agreement may be executed, acknowledged, and delivered in any number of counterparts. Each such counterpart shall constitute an original but all of such counterparts taken together shall constitute one agreement. (f) This Agreement may be amended, modified or provision supplemented only by a written instrument executed by the parties hereto. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be waived enforceable to the fullest extent permitted by law. (g) The headings of the various sections of this Agreement have been inserted for convenience of reference only and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall not be deemed to be a waiver part of this Agreement. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, except as such assignments are prohibited herein. Neither party hereto shall assign all or any part of the rights or obligations arising hereunder without the prior written consent of the other party; provided, however, that each of the parties hereto may, without such consent, assign all or any of the rights and obligations arising under this Agreement to (i) a subsidiary, parent or subsidiary of a different parent of such party, or subsequent breach(ii) any successor (by merger or otherwise) to all or substantially all of the assets and liabilities of such party; and further, provided, that such assignee or successor shall enter into a written (i) None of the provisions of this Agreement shall inure to the benefit of any Borrower or any person other than Participant and Bank and their respective successors and permitted assigns. Borrowers and any person other than Participant and Bank and their respective successors and permitted assigns shall not be entitled to rely upon or raise as a defense, in any manner whatsoever, the failure of Participant or Bank to comply with the provisions of this Agreement or to enforce their rights hereunder. Neither Participant nor Bank shall incur any liability to any Borrower or any other person for any act or omission of the other. 13.6 This Agreement may not be modified(j) The parties hereto agree to execute any additional documents, changed obtain permissions, meet any requirements or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by perform any other acts necessary to assure the parties hereto. 13.7 In the event any provision intent of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effectfully performed. 13.8 This Agreement constitutes and contains the entire agreement (k) Nothing herein contained confers on either party any interest in or subjects either party to any liability on account of the parties respecting its subject matter and supersedes any and all prior negotiationsassets or liabilities of the other, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterexcept for Participant’s Participation Interest. [Remainder of this page left intentionally blank.]

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 6.1 This Agreement shall be binding upon governed in all respects by the laws, statutes, and regulations of the State of Maine. Any legal proceeding instituted by the Trust or Recipient regarding this Agreement shall be brought in State of Maine administrative or judicial forums. 6.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the extent possible. The invalidity or unenforceability of any particular provision or part thereof of this Agreement shall not affect the remainder of said provision or any other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted. 6.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire Agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or in a written amendment or change order signed by the Trust. This Agreement, and the rights and obligations hereunder, shall inure to the benefit of the Parties hereto and their heirspermitted assigns. No waiver shall be deemed to have been made by any of the Parties unless expressed in writing and signed by the waiving party. The Parties expressly agree that they shall not assert in any action relating to the Agreement that any implied waiver occurred between the Parties which is not expressed in writing. The failure of any Party to insist in any one or more instances upon strict performance of any of the terms or provisions of the Agreement, successors or to exercise an option or election under the Agreement, shall not be construed as a waiver or relinquishment for the future of such terms, provisions, option or election, but the same shall continue in full force and assignees. Howevereffect, neither and no waiver by any Party of any one or more of its rights or remedies under the Agreement shall assign be deemed to be a waiver of any prior or subsequent rights or remedy under the Agreement or at law. 6.4 The following Riders are attached to and made part of this Agreement: Rider A – Statement of Work, in whole or in partSpecifications and Project Description Rider B – Payment Schedule and Project Milestones Rider C – General Terms and Conditions 6.5 All progress reports, without correspondence and related submissions from the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto Recipient shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in submitted to: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONTitle: President Cornell Research Foundation, Inc. Senior Program Manager Efficiency Maine Trust Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ Augusta, Maine ▇▇▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇.▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ @▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision ▇▇▇▇.▇▇▇ This individual is designated as the Agreement Administrator on behalf of the Trust for this Agreement, except where specified otherwise in this Agreement or as replaced by the Executive Director of the Trust. The Agreement Administrator shall be waived the Trust's representative during the Project Period. He/she has authority to curtail services if necessary to ensure proper execution and no breach excused unless such waiver or consent compliance. He/she shall be in writing certify to the Trust when payments under the Agreement are due and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed amounts to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orallypaid. No change, modification, addition or amendment He/she shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement make decisions on all claims of the parties respecting its Recipient, subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between to the parties respecting its subject matterapproval of the Executive Director of the Trust.

Miscellaneous Provisions. 13.1 Terms 19.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 19.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 19.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues 19.4 No rights, powers and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to remedies conferred on each party by any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excused unless exercise by one party of its rights, powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 13.6 This 19.6 If any provisions of this Agreement may are held to be null and void, invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be modifiedaffected or impaired thereby, changed or terminated orally. No changeprovided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, modificationto the extent closest to their original intent, addition or amendment amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be valid unless approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in writing accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the parties hereto. 13.7 In the event any provision Parties shall form an integral part of this Agreement is determined to be invalid or unenforceable, and shall have the remaining provisions shall remain in full force and effectsame legal effect as this Agreement. 13.8 19.9 This Agreement constitutes is executed in five (5) copies, one (1) of which shall be held by each party respectively, and contains the entire agreement rest of which shall be submitted to the equity interest pledge registration authority to handle the equity interest pledge registration procedures, and each of which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. (This page is intentionally left blank as the signature page of the parties respecting its subject matter Equity Interest Pledge Agreement among Shenzhen Fangdd Information Technology Co., Ltd., ▇▇▇ ▇▇▇▇▇ and supersedes any and all prior negotiationsShenzhen Fangdd Network Technology Co., correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 5.1 This Agreement shall be is binding upon and be inures to the benefit of the Parties hereto and their respective heirs, estates, personal representatives, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherassigns. 13.3 All issues 5.2 This Agreement is made in, and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed bygoverned, enforced and construed in accordance with, under the laws of the State of New York without giving effect Nevada. 5.3 This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior understandings and agreements, whether verbal or in writing, with respect to the subject matter hereof. 5.4 This Agreement may not be modified or amended in any respect, except pursuant to an instrument in writing duly executed by the Parties. 5.5 In the event the CITY fails to appropriate or budget funds for the purposes as specified in this Agreement, UNR hereby consents to the termination of this Agreement. In such event, the CITY shall notify UNR in writing and the Agreement will terminate on the date specified in the notice. The Parties understand that this funding out provision is required under NRS 244.320 and NRS 354.626. 5.6 In the event either Party brings any legal action or other proceeding with respect to the breach, interpretation, or enforcement of this Agreement, or with respect to any choice of law or conflict of law rules or provisions (whether of the State of New York or dispute relating to any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoingtransaction covered by this Agreement, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law losing Party or conflict of law analysis, the substantive law of Parties in such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall reimburse the prevailing Party or Parties therein for all reasonable costs of litigation, including reasonable attorneys' fees. 5.7 No delay or omission by either Party in exercising any right or power under this Agreement shall impair any such right or power or be brought construed to be a waiver thereof, unless this Agreement specifies a time limit for the exercise of such right or power or unless such waiver is set forth in a written instrument duly executed by the person granting such waiver. A waiver of any person of any of the covenants, conditions, or agreements hereof to be performed by any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue Party shall not be construed as a waiver of any such suitsucceeding breach of the same or any other covenants, action agreement, restrictions or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumconditions hereof. 13.4 5.8 All notices notices, demands or other communications required or permitted hereunder to be given in connection with this Agreement, shall be in writing writing, and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according personally delivered to a Party; when sent to a Party by electronic mail with same day U.S. regular mail; or, if only mailed, three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, addressed to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONParties as follows: President Cornell Research Foundation, Inc. To CITY: ▇▇▇▇ ▇▇▇▇▇▇▇, P.E. Community Services Director City of Sparks ▇▇ .▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ To UNR: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PhD, Director. Nevada Center for Applied Research University of Nevada, Reno Applied Research Facility, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ 13.5 No term or provision 5.9 This Agreement is effective January 1, 2018, regardless of the date each Party signs this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach(Effective Date”). 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in The following provisions are an integral part of this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralAgreement. 13.2 This 1. The Agreement shall be binding upon and be shall inure to the benefit of the Parties hereto and their heirs, successors and assigneesassigns of the respective parties hereto. However, neither Party shall Either party may assign this Agreement, in whole or in part, without contract after obtaining the prior written consent of the otherother party, which consent shall not be unreasonably withheld or delayed. 13.3 All issues 2. The headings used in the Agreement are inserted for reference purposes only and questions concerning shall not be deemed to limit or affect the constructionmeaning or interpretation of any of the terms or provisions of this Agreement. 3. This Agreement constitutes the entire understanding and agreement between the patties with respect to the subject matter hereof and supersedes all prior agreements, validity and interpretation representations or understandings between the parties relating to such subject matter. 4. The provisions of this Agreement are severable and should any provision hereof be void, unenforceable, or invalid, such void, unenforceable or invalid provision shall not affect any other portion or provision of this Agreement. 5. Any waiver by either party hereto or any breach of this Agreement of any kind or character whatsoever by the Schedules other party, whether such waiver be direct or implied, shall not be construed as a continuing waiver or as a consent to any subsequent breach or waiver of this Agreement on the part of the other party. 6. The several tights and Exhibits hereto remedies herein expressly reserved to each of the parties shall be governed byconstrued as cumulative; none of them shall be exclusive or in lieu or Dictation of any other right, remedy, or priority allowed by law. 7. This Agreement shall be interpreted, construed and construed in accordance with, enforced according to the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of Georgia. 8. This Agreement may not be modified except by an instrument in writing signed by the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkparty against whom enforcement is sought. 9. In furtherance of the foregoingevent arty action or proceeding is brought by either party against the other under this Agreement, the internal law prevailing party shall be entitled to recover reasonable attorney's fees such amounts as the courts may deem just. 10. Unless otherwise specified, all notices, demands and requests required or permitted to be given hereunder shall be deemed duly given at the time of delivery if delivered in person on the State date of New York shall control the interpretation delivery if sent and construction of this Agreement receipted for by Federal Express or other nationally recognized overnight service, or three (and all Schedules and Exhibits hereto)3) business day=s following mailing if mailed by registered or certified mail, even though under that jurisdiction’s choice of law or conflict of law analysisreturn receipt requested, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit addressed to the exclusive jurisdiction of any State court sitting in following: If to Owner, to: Chri▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation▇▇esident Retirement Care Associates, Inc. 6000 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ If to Manager, to: Jeff ▇▇▇▇▇▇▇, ▇▇esident Retirement Management Company, Inc. 6000 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Either party shall have the right to specify in writing, in the manner above provided other address to which subsequent notices to such parties be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consentedgiven. No waiver of a breach Any notice given hereunder shall be deemed to have been given as of the date delivered or mailed 11. Nothing contained in this Agreement shall constitute or be construed to be or to create a waiver joint venture, partnership or lease between Owner and Manager with respect to the Facility or any equity interest in the Facility on the part of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orallyManager. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision The relationship of Manager to Owner under this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effectthat of an independent contractor. 13.8 This 12. Manager shall not, by entering into and performing this Agreement constitutes and contains or by managing the entire agreement Facility, assume or become liable for any of the parties respecting its subject matter and supersedes any and all prior negotiationsexisting or future obligations, correspondence, understandings and agreements, whether written liabilities or oral, between debts of the parties respecting its subject matter.Facility or Owner. Manager's sole liability to Owner hereunder will be for actual damages incurred by Owner due to Manager's breach of the standard of care described in paragraph V.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than Section 1. In the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation event that any provisions of this Agreement and are found to be inconsistent with existing statutes or ordinances, the Schedules and Exhibits hereto provisions of such statutes or ordinances shall be governed byprevail, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event if any provision of this Agreement herein is determined found to be invalid and unenforceable by a court or unenforceableother authority having jurisdiction, the remaining then such provision shall be considered void, but all other valid provisions shall remain in full force and effect. The parties, however, shall, at the request of either, bargain on the subject matter involved in any invalid provision. 13.8 This Section 2. The Commonwealth and the FOP acknowledge that this Agreement represents the results of collective negotiations between said parties conducted under and in accordance with the provisions of Act 111 and constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting for the duration of the life of said Agreement; each party waiving the right to bargain collectively with each other with reference to any other subject, matter, issue, or thing whether specifically covered herein or wholly omitted herefrom and irrespective of whether said subject was mentioned or discussed during the negotiations preceding the execution of this Agreement. Section 3. In the event that any provision of this Agreement requires legislative action to become effective, including but not limited to the amendment to existing statutes, the adoption of new legislation, or the granting of appropriations, it shall become effective only if such legislative action is taken. The parties, however, mutually agree to make recommendations to the Legislature which may be necessary to give force and effect to the provisions of this Agreement. Section 4. Where the term meet and discuss is used in this Agreement, it will be deemed to have the meaning of that term as defined and applied under the Public Employe Relations Act. Section 5. Officer benefits and working conditions now existing and not in conflict with the Agreement shall remain in effect subject, however, to the right of the Employer to change these benefits or working conditions in the exercise of its subject mattermanagement rights reserved to it under Article 2 of this Agreement. Section 6. A position shall not be filled by a temporary employee or employees for more than Section 7. Smokeless tobacco shall be treated the same as cigarettes with respect to the Commonwealth’s policy on tobacco use. Section 8. When an officer is killed in the line of duty, health benefits shall continue for his/her spouse for five (5) years or until the spouse remarries, whichever is first. Health benefits will continue for his/her dependent(s) until age eighteen (18). Section 9. The Commonwealth shall have the right to establish drug and alcohol testing polices/programs that provide for (1) reasonable suspicion testing; and (2) return-to-duty and/or follow-up testing of employees after a period of absence resulting from positive drug testing. The scope of testing and cut-off levels shall conform to those established by the U.S. Department of Health and Human Services in the Mandatory Guidelines for Federal Workplace Drug Testing Programs. Section 10. The Employer and the Union share a mutual interest in creating a safe and productive work environment that promotes the achievement of high-performance outcomes. Toward that goal, the Union hereby agrees to partner with the Employer in implementing Lean management improvement methods to eliminate inefficiencies, improve customer service and maximize organizational performance through interest-based dialogue and problem-solving. Section 11. Upon written request of the Union, the parties will convene a joint labor- management Committee to discuss and study methods to advance the hiring and retention of a diverse workforce. The composition of the Committee must include representatives of both union and management and must include at least one staff member of the General Government Human Resources Delivery Center on behalf of management. Once convened, the Committee will meet as frequently as the committee members deem necessary and may issue recommendations regarding diversity hiring and retention to the Superintendent of the Capitol Police. The Superintendent will have discretion with regard to any recommendations so issued, consistent with applicable Civil Service and Equal Employment Opportunity laws, regulations and directives.

Miscellaneous Provisions. 13.1 Terms 19.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 19.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 19.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues 19.4 No rights, powers and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to remedies conferred on each party by any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excused unless exercise by one party of its rights, powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 13.6 This 19.6 If any provisions of this Agreement may are held to be null and void, invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be modifiedaffected or impaired thereby, changed or terminated orally. No changeprovided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, modificationto the extent closest to their original intent, addition or amendment amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be valid unless approved by the Board of Directors of the Pledgee and be notified to Party B and Party C in writing accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the parties hereto. 13.7 In the event any provision Parties shall form an integral part of this Agreement is determined to be invalid or unenforceable, and shall have the remaining provisions shall remain in full force and effectsame legal effect as this Agreement. 13.8 19.9 This Agreement constitutes is executed in five (5) copies, one (1) of which shall be held by each party respectively, and contains the entire agreement rest of which shall be submitted to the equity interest pledge registration authority to handle the equity interest pledge registration procedures, and each of which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. (This page is intentionally left blank as the signature page of the parties respecting its subject matter Equity Interest Pledge Agreement among Shenzhen Fangdd Information Technology Co., Ltd., ▇▇▇▇ ▇▇ and supersedes any and all prior negotiationsShenzhen Fangdd Network Technology Co., correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than Section 8.01. The Trustee irrevocably submits to the names jurisdiction of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit state and/or United States courts of the Parties hereto State of Nevada; provided, however, the Trustee shall not be obligated to bring or defend any proceeding in such courts if the Trustee would be required to be qualified to do business in such state or to be licensed as a Trustee or bank in such state or if, on the advise of counsel, the Trustee would reasonably be subject to tax in such state. The provisions of and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation construction of this Trust Agreement and the Schedules and Exhibits any amendments hereto shall be governed by, and construed in accordance with, with the laws of the State of New York and the Trust Account created hereunder shall be administered in accordance with the laws of the State of New York without giving effect to any choice of law or regard for conflict of law rules principles. Section 8.02. This Trust Agreement maybe modified or amended and any provisions (whether herein waived only upon the written amendment or waiver signed by all of the State Parties hereto. Section 8.03. In the event any provision of New York this Trust Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining parts of this Trust Agreement. Section 8.04. This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute but one and the same instrument, which shall be sufficiently evidenced by any one counterpart. Section 8.05. No Party may assign this Agreement or any of its rights or obligations hereunder, whether by merger, consolidation, sale of all or substantially all of its assets, liquidation, dissolution or otherwise, except as expressly permitted by this Agreement Section 8.06. Unless otherwise provided in this Agreement, all notices, directions, requests, demands, acknowledgments and other jurisdictioncommunications required or permitted to be given or made under the terms hereof shall be in writing and shall be deemed to have been duly given or made (a)(i) that would cause when delivered personally, (ii) when made or given by prepaid telex, telegraph or telecopier, or (iii) in the application case of mail delivery, upon the expiration of three (3) days after any such notice, direction, instructions, orders, request, demand, acknowledgment or other communication shall have been deposited in the United States mail for transmission by first class mail, postage prepaid, or upon receipt thereof, whichever shall first occur and (b) when addressed as follows: * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the laws of any jurisdiction other than redacted language. Omitted portions are filed separately with the State of New YorkSecurities and Exchange Commission. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit If to the exclusive jurisdiction of any State court sitting in Grantor: ______________________________ ______________________________ ______________________________ If to the Beneficiary: ▇▇▇ ▇▇▇▇▇ Employers Insurance Co. of Nevada ▇▇▇ ▇. ▇▇▇▇▇▇ CountyCarson City, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONNV 89714 with copy to: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, C.E.O. Employers Insurance Co. of Nevada ▇▇▇ ▇. ▇▇▇▇▇▇ Carson City, NV 89714 If to the Trustee: [CITIBANK, N.A.], ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In Attn: _______________________ Department ____________________________, Vice President Each Party may from time to time designate a different address for notices, directions, requests, demands, acknowledgments and other communications by giving written notice of such change to the case other Parties. All notices, directions, requests, demands, acknowledgments and other communications relating to the approval of LICENSEEauthorization to substitute Assets and to the termination of the Trust Account shall be in writing. Section 8.07. The headings of the Articles and Sections have been inserted for convenience of reference only and shall not be deemed to constitute a part of this Agreement By: President NanofluidicsBy: Name: Name: Tide: Title: Name: Tide: * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. Name: Tide: * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. It is hereby mutually understood and agreed by and between the Company and the Subscribing Reinsurer that as of June 30, Inc. 1999, 21:59 p.m. Pacific Standard Time, the Subscribing Reinsurer’s share in the interests and liabilities of the Reinsurers on the attached Agreement will be 55% and that this represents the lead participation in the attached Agreement. The share of the Subscribing Reinsurer will be separate and apart from the shares of the other Reinsurers and will not be joint with those of the other Reinsurers, and the Subscribing Reinsurer will in no event participate in the interests and liabilities of the other Reinsurers. The Subscribing Reinsurer designates the following as the party to whom service of process will be made for proposes of the Service of Suit Article contained in the attached Agreement: ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 13.5 No term or provision -0060, U.S.A., Attn: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ It is finally understood and agreed that the Subscribing Reinsurer shall not be a party to the Intermediary Article appearing in the attached Agreement, rather it shall be subject to the following Article: * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. “▇▇▇▇▇▇▇ Global Financial Products Inc. is hereby recognized as the Intermediary for all business under this Agreement with respect to ▇▇▇▇▇▇▇ Global International Reinsurance Company, Ltd., and Aon Re Inc. is hereby recognized as the Intermediary for all business under this Agreement with respect to the Company. All communications relating to this Agreement shall be waived transmitted to the Company and no breach excused unless such waiver or consent shall be in writing and signed the Subscribing Reinsurer through the Intermediaries. “Payments by the party claimed Company to have waived or consented. No waiver of a breach Aon shall be deemed to constitute payment to the Subscribing Reinsurer only to the extent that such payments are actually received by the Subscribing Reinsurer, and payments by the Subscribing Reinsurer to Aon shall be a waiver of a different or subsequent breachdeemed to constitute payment to the Company only to the extent that such payments are actually received by the Company. 13.6 ” * ** This Agreement may not be modifiedexecuted in two or more counterparts, changed or terminated orallyeach of which will be deemed an original, but all of which together will constitute one and the same instrument. No changeThe Company and the Subscribing Reinsurer represent and warrant, modificationwith respect to the attached Agreement, addition or amendment shall be valid unless in writing this Agreement, and signed by the parties hereto. 13.7 In transaction associated therewith, that the event any provision of Company and the Subscribing Reinsurer are authorized to enter into the aforesaid Agreements and that their representatives are duly authorized to execute this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effecton their behalf. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in Neither this Agreement which appear capitalizednor any term hereof may be changed, other than waived, discharged or terminated except by a written instrument expressly referring to this Agreement and to the names provisions so modified or limited, and executed by the party to be charged. The execution and delivery of this Agreement and pledging of the parties Stock described in Section 1 hereof are within the Pledgor’s power, such execution and article headingsdelivery and the pledging of such Stock do not contravene any law or any rule or regulation thereunder or any judgment, have decree or order of any tribunal or of any agreement or instrument to which the meanings given in Article 2 and retain those meanings whether used in the singular Pledgor is a party or plural. 13.2 by which Pledgor or any of its property is bound or constitute a default thereunder. This Agreement and all obligations of the Pledgor shall be binding upon the heirs, executors, successors and be assigns of the Pledgor, and shall, together with the rights and remedies of the Pledgee hereunder, inure to the benefit of the Parties hereto and their heirsPledgee, its successors and assigneesassigns. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this This Agreement and the Schedules and Exhibits hereto obligations of the Pledgor hereunder shall be governed by, by and construed in accordance with, with the laws of the State The Commonwealth of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily applyMassachusetts. The parties hereto hereby irrevocably descriptive section headings have been inserted for convenience of reference only and unconditionally submit to do not define or limit the exclusive jurisdiction of provisions hereof. If any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed held to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modifiedinvalid, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid illegal or unenforceable, the remaining provisions validity of all other terms hereof shall remain be in full force no way affected thereby, and effect. 13.8 This this Agreement constitutes shall be construed and contains be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Pledgor acknowledges receipt of a copy of this Agreement. To the entire agreement extent permitted by applicable law, the Pledgor and the Pledgee each hereby waive trial by jury in any proceeding brought for the interpretation or enforcement of this Agreement or for a determination of the rights of the parties respecting its subject matter and supersedes any and all prior negotiationshereunder. Terms used herein without definition, correspondencebut which are defined in the Uniform Commercial Code of Massachusetts, understandings and agreementsshall, whether written unless the context otherwise indicates or oralrequires, between have the parties respecting its subject mattermeanings ascribed to them in said Uniform Commercial Code.

Miscellaneous Provisions. 13.1 Terms (a) Except as specifically set forth in this Agreement which appear capitalizedAmendment, all other than the names provisions of the Original Agreement shall remain in full force and effect. (b) This Amendment, together with the Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto), constitutes the entire agreement, and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties and article headings, have hereto with regard to the meanings given in Article 2 and retain those meanings whether used subject matter hereof. All references in the singular or pluralAgreement to the “Agreement” shall mean the Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Agreement shall continue to refer to the date of the Original Agreement. 13.2 (c) This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect regard to any choice the principles of law or conflict conflicts of law rules or provisions (whether laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. In furtherance , borough of Manhattan, for the foregoingadjudication of any dispute hereunder or in connection with any transaction contemplated hereby, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably waives, and unconditionally submit agrees not to the exclusive jurisdiction of any State court sitting assert in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out proceeding, any claim that it is not personally subject to the jurisdiction of or relating to this Agreement and agree any such court, that no such suit, action or proceeding shall be is brought in any other court, an inconvenient forum or jurisdictionthat the venue of such suit, action or proceeding is improper. The parties hereto Each party hereby irrevocably waives personal service of process and unconditionally waive any objection consents to the laying of venue of process being served in any such suit, action or proceeding brought in any by mailing a copy thereof (certified or registered mail, return receipt requested) to such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties party at the addresses set forth belowaddress in effect for notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice Nothing contained herein shall be deemed delivered when delivery is made according to limit in any way any right to serve process in any manner permitted by law. (d) The Company and the records Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of such courierany claim based upon or arising out of this Amendment or any transaction contemplated hereby. (e) This Amendment may be executed in counterparts, (b) sent by facsimile, in each of which case notice shall be deemed delivered upon receipt an original, but both of confirmation of transmission of such facsimile noticewhich together shall constitute one and the same instrument. If the foregoing correctly sets forth the understanding between the Company and the Agent, or (c) sent by personal deliveryplease so indicate in the space provided below for that purpose, in which case notice whereupon this Amendment shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice constitute a binding amendment to the other parties; providedAgreement between the Company and the Agent. Very truly yours, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONBy: President Cornell Research Foundation, Inc. ▇▇ ▇▇/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived Secretary and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Treasurer

Miscellaneous Provisions. 13.1 Terms (a) Except as specifically set forth in this Agreement which appear capitalizedAmendment, all other than the names provisions of the Original Agreement shall remain in full force and effect. (b) This Amendment, together with the Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto), constitutes the entire agreement, and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties and article headings, have hereto with regard to the meanings given in Article 2 and retain those meanings whether used subject matter hereof. All references in the singular or pluralAgreement to the “Agreement” shall mean the Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Agreement shall continue to refer to the date of the Original Agreement. 13.2 (c) This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect regard to any choice the principles of law or conflict conflicts of law rules or provisions (whether laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. In furtherance , borough of Manhattan, for the foregoingadjudication of any dispute hereunder or in connection with any transaction contemplated hereby, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably waives, and unconditionally submit agrees not to the exclusive jurisdiction of any State court sitting assert in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out proceeding, any claim that it is not personally subject to the jurisdiction of or relating to this Agreement and agree any such court, that no such suit, action or proceeding shall be is brought in any other court, an inconvenient forum or jurisdictionthat the venue of such suit, action or proceeding is improper. The parties hereto Each party hereby irrevocably waives personal service of process and unconditionally waive any objection consents to the laying of venue of process being served in any such suit, action or proceeding brought in any by mailing a copy thereof (certified or registered mail, return receipt requested) to such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties party at the addresses set forth belowaddress in effect for notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach Nothing contained herein shall be deemed to be a waiver of a different or subsequent breachlimit in any way any right to serve process in any manner permitted by law. 13.6 (d) The Company and the Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Amendment or any transaction contemplated hereby. (e) This Agreement Amendment may not be modifiedexecuted in counterparts, changed or terminated orally. No change, modification, addition or amendment each of which shall be valid unless in writing deemed an original, but both of which together shall constitute one and signed by the parties heretosame instrument. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms 19.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 19.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 19.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues 19.4 No rights, powers and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to remedies conferred on each party by any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excused unless exercise by one party of its rights, powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 19.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies (“Such Party’s Rights”) enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 13.6 This 19.6 If any provisions of this Agreement may are held to be null and void, invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be modifiedaffected or impaired thereby, changed or terminated orally. No changeprovided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, modificationto the extent closest to their original intent, addition or amendment amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 19.7 The Parties hereto agree and acknowledge that “the (prior) written consent of the Pledgee” referred to herein shall mean that the matters shall be valid unless approved by the Board of Directors of the Pledgee and be notified to Pledgor and Fangdd in writing accordance with the provisions of Clause 18 hereof. 19.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the parties hereto. 13.7 In the event any provision Parties shall form an integral part of this Agreement is determined to be invalid or unenforceable, and shall have the remaining provisions shall remain in full force and effectsame legal effect as this Agreement. 13.8 19.9 This Agreement constitutes is executed in four (4) copies, one (1) of which shall be held by each party respectively, and contains the entire agreement rest of which shall be submitted to the equity interest pledge registration authority to handle the equity interests pledge registration procedures, and each of which shall be equally authentic. 19.10 Any annexes hereto shall form an integral part of this Agreement and shall have the same legal effect as this Agreement. (This page is intentionally left blank as the signature page of the parties respecting its subject matter Equity Interests Pledge Agreement among Shenzhen Fangdd Information Technology Co., Ltd.,Pan Jiaorong and supersedes any and all prior negotiationsShenzhen Fangdd Network Technology Co., correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 15.1 This Agreement shall be binding upon construed, governed, interpreted and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed applied in accordance with, with the laws of the State of New York without giving Maryland, U.S.A., except that questions affecting the validity, construction and effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than patent licensed hereunder, shall be determined by the State of New York. In furtherance of the foregoing, the internal law of the State country in which the patent was granted. 15.2 The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of New York the parties hereto as to the subject matter hereof, and shall control not be subject to any change or modification except by the interpretation and construction execution of a written instrument subscribed to by the parties hereto. 15.3 The provisions of this Agreement (are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 15.4 LICENSEE agrees to m▇▇▇ the Licensed Products sold in the United States with all Schedules applicable United States patent numbers. All Licensed Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and Exhibits hereto), even though under that jurisdiction’s choice practice of law the country of manufacture or conflict of law analysis, sale. *** Certain information on this page has been omitted and filed separately with the substantive law of such other jurisdiction would ordinarily apply. Commission pursuant to a request for Confidential Treatment. 15.5 The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction failure of any State party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. 15.6 Claims, disputes, or controversies concerning the validity, construction, or effect of any patent licensed hereunder shall be resolved in any court sitting in ▇▇▇▇having jurisdiction thereof. 15.7 A grant application under the Advanced Technology Program was filed on M▇▇▇▇ County▇▇, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇▇▇ ▇(▇▇▇▇▇▇▇▇ ▇▇▇▇▇). If a grant is awarded, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇any Invention made pursuant thereto where an investigator at *** is the sole inventor or a coinventor shall be assigned to LICENSEE. Such Invention shall be assigned hereunder and shall thereafter fall within the definition of Patent Rights and therefore shall be subject to Sections 3.2, ▇▇ ▇▇▇▇▇ In 3.3 and 3.4 hereof and to the case royalty payments required by Sections 4.1(c)(i), 4.1(d) and 4.4 hereof as part of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇the rights licensed hereunder. 13.5 No term or provision 15.8 With respect to *** LICENSEE hereby acknowledges and agrees that *** is the sole inventor of this Agreement shall be waived property. (as amended on June 1, 1998) *** Certain information on this page has been omitted and no breach excused unless such waiver or consent shall be in writing and signed by filed separately with the party claimed Commission pursuant to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breachrequest for Confidential Treatment. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms 12.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 12.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 12.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues 12.4 No rights, powers and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to remedies conferred on each party by any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excused unless exercise by one party of its rights, powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 12.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 13.6 This 12.6 If any provisions of this Agreement may are held to be null and void, invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be modifiedaffected or impaired thereby, changed or terminated orally. No changeprovided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, modificationto the extent closest to their original intent, addition or amendment amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 12.7 The Parties hereto agree and acknowledge that “the (prior) written consent of Party A” referred to herein shall mean that the matters shall be valid unless approved by the Board of Directors of Party A and be notified to Party B and Party C in writing accordance with the provisions of Clause 10 hereof. 12.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the parties hereto. 13.7 In the event any provision Parties shall form an integral part of this Agreement is determined to be invalid or unenforceable, and shall have the remaining provisions shall remain in full force and effectsame legal effect as this Agreement. 13.8 12.9 This Agreement constitutes is executed in three (3) copies, one (1) of which shall be held by each party respectively, and contains each of which shall be equally authentic. 12.10 Any annexes hereto shall form an integral part of this Agreement and shall have the entire agreement same legal effect as this Agreement. (This page is intentionally left blank as the signature page of the parties respecting its subject matter Purchase Option Agreement among Shenzhen Fangdd Information Technology Co, Ltd., ▇▇▇▇ ▇▇ and supersedes any and all prior negotiationsShenzhen Fangdd Network Technology Co, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)

Miscellaneous Provisions. 13.1 Terms (a) From and after the execution, delivery, and effectiveness of this Third A&R Waiver as set forth in Section 5 above, the Credit Agreement shall continue in full force and effect. Each Loan Party hereby agrees and acknowledges that the Administrative Agent, the Issuing Banks, and the Banks require and will require strict performance by such Loan Party of all of its respective obligations, agreements and covenants contained in the Credit Agreement, and the other Loan Documents to which it is a party (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default), and no inaction or action by the Administrative Agent, any Issuing Bank, or any Bank regarding any Default or Event of Default is intended to be or shall be a waiver thereof (other than as set forth herein). Each Loan Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to the Administrative Agent, any Issuing Bank, or any Bank in the Credit Agreement or in any other Loan Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of (other than as set forth herein) or otherwise prejudice any such right, power, or remedy. (b) The Administrative Agent, the Issuing Banks, and the Banks hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement which appear capitalized, Third A&R Waiver shall constitute a waiver (other than the names as set forth herein) or relinquishment of (i) any Default or Event of Default under any of the parties and article headingsLoan Documents, have (ii) any of the meanings given agreements, terms or conditions contained in Article 2 and retain those meanings whether used in any of the singular Loan Documents, (iii) any rights or pluralremedies of the Administrative Agent, any Issuing Bank, or any Bank with respect to the Loan Documents, or (iv) the rights of the Administrative Agent, any Issuing Bank, or any Bank to collect the full amounts owing to them under the Loan Documents. 13.2 This (c) The Credit Agreement and this Third A&R Waiver shall be read and construed as one and the same instrument; provided that no provision of this Third A&R Waiver may be waived or modified without the consent of all the parties hereto. (d) Any reference in any of the Loan Documents to the Credit Agreement shall be binding upon and be a reference to the benefit Credit Agreement as modified by this Third A&R Waiver. (e) This Third A&R Waiver is a Loan Document for purposes of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent provisions of the otherother Loan Documents. Without limiting the foregoing, any breach of the representations, warranties, and covenants under this Third A&R Waiver may be a Default or an Event of Default under the Loan Documents. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto (f) This Third A&R Waiver shall be governed by, and construed in accordance with, with and governed by the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions York. (whether of the State of New York or any other jurisdictiong) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall This Third A&R Waiver may be brought signed in any other court, forum or jurisdiction. The number of counterparts and by different parties hereto hereby irrevocably in separate counterparts and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall may be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courieroriginal or facsimile form, in each of which case notice shall be deemed delivered when delivery is made according to an original but all of which together constitute one and the records same instrument. The words “executed,” “execution,” “signed,” “signature” and words of such courier, (b) sent by facsimile, like import in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach Third A&R Waiver shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a waiver manually executed signature or the use of a different paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or subsequent breachany other similar state laws based on the Uniform Electronic Transactions Act. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment (h) The headings herein shall be valid unless accorded no significant in writing and signed by the parties heretointerpreting this Third A&R Waiver. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 8.1 This Agreement shall be binding upon governed in all respects by the laws, statutes, and regulations of the State of Maine. Any legal proceeding instituted by the Trust or Recipient regarding this Agreement shall be brought in the State of Maine and Recipient hereby agrees to the exclusive jurisdiction of the state and federal courts located in the State of Maine for the resolution of disputes relating to this Agreement. 8.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the extent possible. The invalidity or unenforceability of any particular provision or part of this Agreement shall not affect the remainder of said provision or any other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted. 8.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire Agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or therein or in a written amendment or change order signed by the Trust. This Agreement, and the rights and obligations hereunder, shall inure to the benefit of the Parties hereto and their heirspermitted assigns. No waiver shall be deemed to have been made by any of the Parties unless expressed in writing and signed by the waiving party. The Parties expressly agree that they shall not assert in any action relating to the Agreement that any implied waiver occurred between the Parties which is not expressed in writing. The failure of any Party to insist in any one or more instances upon strict performance of any of the terms or provisions of the Agreement, successors or to exercise an option or election under the Agreement, shall not be construed as a waiver or relinquishment for the future of such terms, provisions, option or election, but the same shall continue in full force and assignees. Howevereffect, neither and no waiver by any Party of any one or more of its rights or remedies under the Agreement shall assign be deemed to be a waiver of any prior or subsequent rights or remedy under the Agreement or at law. 8.4 The following Riders are attached to and made part of this Agreement: Rider A – Statement of Work, in whole Specifications and Project Description Rider B – Payment Schedule Rider C – General Terms and Conditions Rider C-1 – Federal EV Funds Contract Requirements Rider D – Security Agreement Rider E – Conditional Assignment Rider F – Option Agreement Recipient’s Response to the RFP is expressly incorporated into and made part of this Agreement. In the event of a conflict between or in part, without among the written consent provisions of the otherAgreement documents, the conflict shall be resolved by giving precedence to the documents in the order listed below, with 1 having the highest precedence and 9 the lowest. 13.3 1. Efficiency Maine Trust Maine Electric Vehicle Charging Incentive Agreement; 2. Rider A – Statement of Work; 3. Rider C-1 -- Federal EV Funds Contract Requirements 4. Rider C – General Terms and Conditions 5. Rider B – Payment Schedule; 6. Efficiency Maine Trust Request for Proposals for DC Fast Charging Stations – Maine Phase 6 – (RFP EM-010-2024); 7. Rider D – Security Agreement 8. Rider E – Conditional Assignment 9. Rider F – Option Agreement; and 10. Recipient’s Response to RFP, dated ____________, 20XX. 8.5 All issues notices, progress reports, correspondence and questions concerning related submissions from the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto Recipient shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in submitted to: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ CountyTitle: Program Manager, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONElectric Vehicle Initiatives Efficiency Maine Trust Address: President Cornell Research Foundation, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ Augusta, Maine ▇▇▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇.▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ @▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision ▇▇▇▇.▇▇▇ This individual is designated as the Agreement Administrator on behalf of the Trust for this Agreement, except where specified otherwise in this Agreement or as replaced by the Executive Director of the Trust. The Agreement Administrator shall be waived the Trust’s representative during the Term. He/she has authority to curtail services if necessary to ensure proper execution and no breach excused unless such waiver or consent compliance. He/she shall certify to the Trust when payments under the Agreement are due and the amounts to be in writing and signed by paid. He/she shall make decisions on all claims of the party claimed Recipient, subject to have waived or consented. No waiver the approval of a breach the Executive Director of the Trust. 8.6 Recipient address for notices under this Agreement: Name: ___________ Title: ___________ Organization ___________ Address: ___________ ___________ Telephone: ___________ E-mail: ___________ 8.7 All notices under the Agreement shall be deemed to be a waiver of a different have been duly given and delivered: (i) upon delivery, if delivered by hand, (ii) three (3) business days following posting, if sent by registered or subsequent breach. 13.6 certified mail, return receipt requested, or (iii) one (1) business day after dispatch if sent overnight or next day delivery by national courier service, such as FedEx or UPS, with tracking receipt. This Agreement may shall not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing binding on the Trust until executed and signed delivered by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement Executive Director of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterTrust.

Miscellaneous Provisions. 13.1 Terms 10.1 This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that are still in this Agreement which appear capitalized, other than force between the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralParties. 13.2 This 10.2 Any amendments to this Agreement, as well as any additions or deletions, must be agreed in writing by both the Parties. 10.3 Whenever possible, the provisions of this Agreement shall be binding upon interpreted in such a manner as to be valid and be to enforceable under the benefit of the Parties hereto and their heirs, successors and assigneesapplicable law. However, neither Party shall assign if one or more provisions of this AgreementAgreement are found to be invalid, illegal or unenforceable, in whole or in part, without the written consent remainder of the other. 13.3 All issues that provision and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effecteffect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s). 13.8 This 10.4 Any failure or delay by a party in exercising any right under this Agreement, any single or partial exercise of any right under this Agreement constitutes or any partial reaction or absence of reaction by a party in the event of a violation by the other party of one or more provisions of this Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that party’s rights under this Agreement or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and contains in writing. If there has been an express written waiver of a right following a specific failure by a party, this waiver cannot be invoked by the entire agreement other party in favour of a new failure, similar to the parties respecting its subject matter and supersedes prior one, or in favour of any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterother kind of failure.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 15.1 This Agreement shall be binding upon construed, governed, interpreted and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed applied in accordance with, with the laws of the State of New York without giving Maryland, U.S.A., except that questions affecting the validity, construction and effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than patent licensed hereunder, shall be determined by the State of New York. In furtherance of the foregoing, the internal law of the State country in which the patent was granted. 15.2 The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of New York the parties hereto as to the subject matter hereof, and shall control not be subject to any change or modification except by the interpretation and construction execution of a written instrument subscribed to by the parties hereto. 15.3 The provisions of this Agreement (are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 15.4 LICENSEE agrees to m▇▇▇ the Licensed Products sold in the United States with all Schedules applicable United States patent numbers. All Licensed Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and Exhibits hereto), even though under that jurisdiction’s choice practice of law the country of manufacture or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. sale. 15.5 The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction failure of any State party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. 15.6 Claims, disputes, or controversies concerning the validity, construction, or effect of any patent licensed hereunder shall be resolved in any court sitting in ▇▇▇▇having jurisdiction thereof. 15.7 A grant application under the Advanced Technology Program was filed on M▇▇▇▇ County▇▇, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇▇▇ ▇(▇▇▇▇▇▇▇▇ ▇). If a grant is awarded, any Invention made pursuant thereto where an investigator at J▇▇▇▇ H▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In is the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term sole inventor or provision of this Agreement a coinventor shall be waived and no breach excused unless such waiver or consent assigned to LICENSEE. Such Invention shall be in writing assigned hereunder and signed by shall thereafter fall within the party claimed to have waived or consented. No waiver definition of a breach Patent Rights and therefore shall be deemed subject to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modifiedSections 3.2, changed or terminated orally. No change3.3 and 3.4 hereof and to the royalty payments required by Sections 4.1(c)(i), modification, addition or amendment shall be valid unless in writing 4.1(d) and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement 4.4 hereof as part of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterrights licensed hereunder.

Miscellaneous Provisions. 13.1 Terms in 14.1 The Parties are entering into this Agreement which appear capitalizedwith each other based in substantial part on the unique attributes that both Parties offer, other than in view of both Parties’ location, resources, facilities, services and methods of operation. Therefore, this Agreement may not be assigned by either Party without the names prior written consent of the parties other Party, provided however that any legal successor in interest (through merger, acquisition or otherwise) shall succeed to and article headingsbe fully bound by this Agreement. 14.2 Each Party shall be excused from failing to perform its obligations under this Agreement during the continuance of an Event of Force Majeure, have provided that such Party acts diligently to remedy the meanings given cause or effects of such Event of Force Majeure, if possible. Subject to the provisions of Section 9.4, if the affected Party is unable to remedy the circumstances described immediately above within thirty (30) days then this Agreement may be terminated at the written request of the non-affected Party. 14.3 Without limiting in Article 2 and retain those meanings whether used any way the provisions of Section 13, in the singular event suit is brought to enforce or pluralinterpret any part of this Agreement or the rights or obligations of any Party to this Agreement, the prevailing Party shall be entitled to recover as an element of such Party’s costs of suit, reasonable attorneys’ fees. 13.2 14.4 Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by either Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other terms of this Agreement. 14.5 The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provisions were omitted insofar as the primary purpose of this Agreement is not frustrated. 14.6 This Agreement contains the entire understanding between the Parties relating to the subject matter herein contained and supersedes all prior oral and written understandings, arrangements and agreements between the Parties relating thereto. This Agreement may not be modified except in writing signed by both Parties. 14.7 This Agreement shall be binding upon governed by and be to interpreted in accordance with the benefit Federal laws of the Parties hereto United States of America and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, with the laws of the State of New York California. Subject to and without giving limiting the effect of Section 13, the Los Angeles County Superior Court or the United States District Court for the Central District of California shall have exclusive and mandatory jurisdiction over any and all controversies arising from, related to or connected with this Agreement, and all Parties hereby submit to such jurisdiction, and any choice of law or conflict of law rules or provisions (whether and all proceedings involving such a controversy shall be brought in these courts, and not elsewhere. 14.8 The City agrees that time is of the State essence in the performance by the City of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction its obligations under this Agreement. 14.9 The terms of this Agreement have been negotiated by the Parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing such instrument or any portion thereof to be drafted, or in favor of the Party receiving a particular benefit under this Agreement. 14.10 All notices, demands, requests or other communications relating to this Agreement shall be in writing and shall be sent via overnight delivery through a nationally recognized overnight delivery service, or, delivered or transmitted by hand delivery or telecopy (and all Schedules and Exhibits heretoprovided that a copy is also sent at the same time via U.S. Mail), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit addressed as follows: If to the exclusive jurisdiction City: City Clerk of any State court sitting in the City of Azusa ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ County▇▇▇▇. ▇▇▇▇▇, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ With copy to: Director of Utilities ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ If to MillerCoors: MillerCoors LLC Attn: General Counsel ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ With copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Suite 3200 Los Angeles, California 90017 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ And a copy to: MillerCoors LLC Attn: Plant Manger ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇Each Party’s address may be changed by written notice to the other Party. Each notice, ▇▇ ▇▇▇▇▇ In demand, request or other communication transmitted in the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach manner described above shall be deemed to be a waiver of a different or subsequent breachsufficiently given, served, sent and received for all purposes at such time as it is received by the addressee. 13.6 14.11 This Agreement may shall amend and restate in its entirety, but not be modifiedterminate, changed or terminated orallythe Existing Agreement. No change, modification, addition or amendment This Agreement shall be valid unless in writing govern the rights and signed by obligations of the parties hereto. 13.7 In Parties from and after the event any provision date of this Agreement, and the Existing Agreement is determined shall govern such rights and obligations prior to be invalid or unenforceable, the remaining provisions shall remain in full force and effectdate of this Agreement. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms The parties agree to the following miscellaneous provisions: 1. The personnel assigned by the Town shall be under the immediate command of a designated supervisor of the Town, who shall be under the direct supervision and command of the District. 2. In the event that either party is in need of assistance as set forth herein, such party shall notify the other party. Notification may be verbal or in writing. 3. Whenever an employee is performing pursuant to this Agreement, the employee shall abide by and be subject to the rules and regulations, personnel policies, and standard operating procedures of his or her own employer. If any such rule, regulation, policy or procedure is contradicted, contravened or otherwise in conflict with direction from the District, then such rule, regulation, policy or procedure shall control and shall supersede the direction. 4. Whenever there is cause to believe that a complaint has arisen as a result of services provided pursuant to this Agreement, the District shall be responsible for the documentation and investigation of said complaint. If it is determined the accused is an employee of the Town, the documentation gathered shall be forwarded to the Town Manager. 5. The preparation of this Agreement which appear capitalizedhas been a joint effort of the parties, other than and the names resulting document shall not be construed more severely against one of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of than the other. 13.3 All issues and questions concerning the construction, validity and interpretation 6. If any term or provision of this Agreement and Agreement, or the Schedules and Exhibits hereto shall application thereof to any person or circumstances shall, to any extent, be governed by, and construed in accordance withheld invalid or unenforceable, the laws remainder of the State of New York without giving effect to any choice of law this Agreement, or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction such terms or provision, to persons or circumstances other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law those as to which it is held invalid or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Timeunenforceable, shall not be deemed received on the next Business Day. A party’s address may be changed by written notice to the affected, and every other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or and provision of this Agreement shall be waived deemed valid and no breach excused unless enforceable to the extent permitted by law. This Agreement may only be amended by a written amendment signed by both parties. 7. This Agreement shall supersede any other agreement between the Town and the District relating to the delegation of certain District or Town powers to the extent that the terms and provisions of any other such waiver agreement conflict with the terms and provisions of this Agreement. 8. No assignment, delegation, transfer, or consent novation of this Agreement or part hereof shall be in writing made, unless approved by both parties. 9. Any notices or other documents permitted or required to be delivered pursuant to this Agreement shall be delivered to the District, at the office of the Chair of the Board of Supervisors, and signed by to the party claimed to have waived or consentedTown, at the office of the Town Manager. 10. No waiver In the event the Town Council amends Chapter 46 “Special Districts” of a breach the Code of Ordinances, this Agreement shall be deemed automatically amended as necessary to be a waiver of a different or subsequent breachconform to the Town’s ordinances. 13.6 This Agreement may not be modified, changed or terminated orally11. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision A copy of this Agreement is determined to shall be invalid or unenforceablefiled by the Town with the Clerk of the Circuit Court in and for Palm Beach County, the remaining provisions shall remain in full force and effectFlorida. 13.8 12. This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterand shall not be valid until fully executed below.

Miscellaneous Provisions. 13.1 Terms 9.1 The section headings used in this Agreement which appear capitalized, other than are for convenience only and shall not affect the names construction of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralAgreement. 13.2 9.2 This Agreement shall has been negotiated by and between the parties, and represents their entire Agreement. It supersedes all prior agreements, understandings or covenants, whether oral or written. It may not be modified except in writing, which modification must be signed by both parties. 9.3 The parties each represent and warrant that this Agreement has been voluntarily entered into and that the terms of the Agreement are final and binding It is further represented and warranted that each party has read and fully understands the terms of this Agreement. 9.4 This Agreement and all of the provisions hereof will be binding upon and be inure to the benefit of the Parties hereto parties and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherassigns. 13.3 All issues and questions concerning the construction, validity and interpretation of this 9.5 This Agreement and the Schedules and Exhibits hereto shall be governed by, by and construed in accordance withwith Vermont law. Both parties will adhere to the standards set forth in PUCVermont Public Service BoardPublic Utilties Commissionn Rule 8.000, as the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction same may be amended. 9.6 Execution of this Agreement (by both parties shall not constitute a waiver of either party's obligations or rights under any applicable state and all Schedules federal laws. 9.7 To the extent possible, each provision of the Agreement will be interpreted in such a manner as to be effective and Exhibits hereto)valid. If any provision of this Agreement shall for any reason become or be held to be prohibited, even though under that jurisdiction’s choice of law invalid or conflict of law analysisunenforceable, the substantive law provision will be ineffective only to the extent of such other jurisdiction would ordinarily applythe prohibition, invalidity or unenforceability, without invalidating the remainder of the provision of the remaining provisions of the Agreement, which shall continue in full force and effect. 9.8 The Burlington AMOsChannel 17 acknowledges that, under FCC rules, certain external costs including the PEG Access costs described herein, are eligible for "pass through" to subscribers as broadcast and standard service rate increases and separate itemization on subscriber bills. 9.9 The language used in this Agreement was chosen by the parties to express their mutual intent. No rule of strict construction will be applied against either party. 9.10 It is acknowledged and agreed that this Agreement is the product of negotiation by the parties, and that it is to be considered as jointly drafted by both parties. 9.11 The parties hereto hereby irrevocably agree that in the event a Certificate of Public Good is not granted to Champlain Broadband in this Case No. 18-0491-PET then this Agreement shall become null and unconditionally submit to the exclusive jurisdiction void. City of any State court sitting in Burlington d/b/a Burlington TelecomChamplain Broadband By: Its: Witness: Witness: By: Witness: Witness: Formatted: Centered Remote drops for BTChamplain Broadband activation upon request by a BurlingtonPEG ▇▇▇▇ Burlington City Hall: ▇▇▇▇▇▇▇ County, State of New York or Federal court sitting Auditorium and Room 22 Burlington College (no longer in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdictionexistence) Burlington Electric Department Burlington High School / Burlington Technical Center Burlington Police Community Room Burlington Public Schools / Essential Early Education Center (150 Colchester Avenue) Burlington Public Works Champlain College Champlain Elementary ▇.▇. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇ Elementary ▇▇▇▇▇▇ ▇▇▇▇▇, ▇the ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case School Community College of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Vermont

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 (a) This Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall will be governed by, and construed in accordance with, by the laws of the State of New York Delaware and without giving effect regard to any choice principles of law or conflict conflicts of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorklaw. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though Any disputes arising under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this the Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted Services hereunder shall be adjudicated in writing the state or federal courts located in New Castle County, Delaware and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according Parties expressly consent to the records jurisdiction of such courier, courts. (b) sent This Agreement will be binding upon and inure to the benefit of the Company and Contractor, and to their respective legal representatives, heirs, personal representatives and permitted successors and/or assigns, as applicable. The Company has specifically contracted for Contractor’s Services, and Contractor shall not assign or delegate Contractor’s obligations under this Agreement either in whole or in part without the prior written consent of the Company. The Company shall have the right to assign its rights and obligations under this Agreement to an affiliate or to any person or entity that succeeds to all or substantially all of the Company’s business to which this Agreement relates, whether by facsimilemerger, in which case notice shall be deemed delivered upon receipt acquisition, sale of confirmation substantially all of transmission of such facsimile notice, the assets or by any other means. (c) sent This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings, whether oral or written, between the Parties with respect to the subject matter thereof. Except as otherwise provided herein with respect to termination, this Agreement may not be modified or amended orally or by personal delivery, any course of conduct or usage of trade but only by an agreement in which case notice shall be deemed delivered upon receipt. Any notice writing duly executed by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may Parties to be changed thereby. Waiver by written notice to the other parties; provided, however, that no notice Company of a change breach of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or any provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No will not operate as a waiver of any other provision or any subsequent breach. (d) The pertinent provisions of paragraphs 4-12 hereof shall survive the termination of this Agreement. (e) If any article, paragraph, portion, subparagraph, or sub-portion of this Agreement will be determined to be unenforceable or invalid, it will not affect the remainder of this Agreement, which will be and remain binding and effective as against all Parties. (f) The Parties agree that this Agreement shall not be interpreted against either Party as a breach result of the identity of the drafter. (g) This Agreement may be executed in several counterparts, each of which shall be deemed to be a waiver an original copy, and all of a different or subsequent breach. 13.6 which together shall constitute one agreement binding on all Parties hereto, notwithstanding that all Parties shall not have signed the same counterpart. This Agreement may not be modifieddelivered by facsimile machine copy or scanned PDF copy of an original signature, changed or terminated orally. No change, modification, addition or amendment and such copy shall be valid unless in writing and signed by the parties heretoconstitute an original for all purposes. 13.7 In the event (h) Except as expressly set forth herein, a person who is not a party to this Agreement shall have no right to enforce any provision term of this Agreement. Except as expressly set forth herein, this Agreement is determined to be invalid or unenforceable, for the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement sole benefit of the parties respecting its subject matter Parties and supersedes their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any and all prior negotiationsother person or entity any legal or equitable right, correspondence, understandings and agreements, whether written benefit or oral, between remedy of any nature whatsoever under or by reason of the parties respecting its subject matterterms of this Agreement.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 8.1 This Agreement shall be binding upon governed in all respects by the laws, statutes, and regulations of the State of Maine. Any legal proceeding instituted by the Trust or Recipient regarding this Agreement shall be brought in the State of Maine and Recipient hereby agrees to the exclusive jurisdiction of the state and federal courts located in the State of Maine for the resolution of disputes relating to this Agreement. 8.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the greatest extent possible. The invalidity or unenforceability of any particular provision or part of this Agreement shall not affect the remainder of said provision or any other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted. 8.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire Agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or therein or in a written amendment signed by the Trust. This Agreement, and the rights and obligations hereunder, shall inure to the benefit of the Parties hereto and their heirs, successors and assigneespermitted assigns. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice No waiver shall be deemed delivered when delivery is to have been made according to by any of the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused Parties unless such waiver or consent shall be expressed in writing and signed by the party claimed waiving party. The Parties expressly agree that they shall not assert in any action relating to have waived the Agreement that any implied waiver occurred between the Parties which is not expressed in writing. The failure of any Party to insist in any one or consented. No more instances upon strict performance of any of the terms or provisions of the Agreement, or to exercise an option or election under the Agreement, shall not be construed as a waiver or relinquishment in the future of a breach such terms, provisions, option, or election, but the same shall continue in full force and effect, and no waiver by any Party of any one or more of its rights or remedies under the Agreement shall be deemed to be a waiver of a different any prior or subsequent breachrights or remedy under the Agreement, at law, or in equity. 13.6 This Agreement may not be modified8.4 The following Riders are attached to and made part of this Agreement: Rider A – Statement of Work, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing Specifications and signed by the parties hereto. 13.7 Project Description Rider B – Payment Schedule Rider C – General Terms and Conditions Rider C-1 – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards Rider D – Security Agreement* Rider E – Conditional Assignment of Lease* Rider F – Option Agreement* *In the event any provision that Recipient elects to provide surety bonds or letters of credit to the Trust pursuant to and in compliance with the provisions of Section 7.5 of this Agreement, then Rider D, ▇▇▇▇▇ E, and Rider F may be omitted, and the surety bonds or letters of credit shall be attached to this Agreement in their place and made a part of this Agreement. Recipient’s Response to the RFP is determined to be invalid expressly incorporated into and made a part of this Agreement. In the event of a conflict between or unenforceableamong the provisions of the Agreement documents, the remaining provisions conflict shall remain be resolved by giving precedence to the documents in full force the order listed below, with 1 having the highest precedence and effect10 the lowest. 13.8 This Agreement constitutes 1. Efficiency Maine Trust Maine Electric Vehicle Charging Incentive Agreement; 2. Rider A – Statement of Work, Specifications and contains the entire agreement of the parties respecting its subject matter Project Description; 3. Rider C-1 – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards 4. Rider C – General Terms and supersedes any Conditions 5. Rider B – Payment Schedule; 6. Request for Proposals: Charging and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Fueling Infrastructure (CFI) Corridors: DC Fast Chargers for Electric Vehicles (RFP EM-034-2024) 7. Rider D – Security Agreement*

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 8.1 This Agreement shall be binding upon governed in all respects by the laws, statutes, and regulations of the State of Maine. Any legal proceeding instituted by the Trust or Recipient regarding this Agreement shall be brought in the State of Maine and Recipient hereby agrees to the exclusive jurisdiction of the State of Maine administrative or judicial forums for the resolution of disputes relating to this Agreement. 8.2 All terms of this Agreement are to be interpreted in such a way as to be consistent at all times with the other terms of this Agreement to the extent possible. The invalidity or unenforceability of any particular provision or part of this Agreement shall not affect the remainder of said provision or any other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted. 8.3 This Agreement, along with the Riders and other provisions expressly incorporated herein, contains the entire Agreement of the Parties, and neither party shall be bound by any statement or representation not contained herein or therein or in a written amendment or change order signed by the Trust. This Agreement, and the rights and obligations hereunder, shall inure to the benefit of the Parties hereto and their heirs, successors and assigneespermitted assigns. However, neither Party No waiver shall assign this Agreement, in whole or in part, without the written consent be deemed to have been made by any of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be Parties unless expressed in writing and signed by the waiving party. The Parties expressly agree that they shall not assert in any action relating to the Agreement that any implied waiver occurred between the Parties which is not expressed in writing. The failure of any Party to insist in any one or more instances upon strict performance of any of the terms or provisions of the Agreement, or to exercise an option or election under the Agreement, shall not be served on construed as a waiver or relinquishment for the parties at future of such terms, provisions, option or election, but the addresses set forth below. Any such notices same shall be either (a) sent continue in full force and effect, and no waiver by a nationally recognized overnight courier, in which case notice any Party of any one or more of its rights or remedies under the Agreement shall be deemed delivered when delivery is to be a waiver of any prior or subsequent rights or remedy under the Agreement or at law. 8.4 The following Riders are attached to and made according to part of this Agreement: Rider A – Statement of Work, Specifications and Project Description Rider B – Payment Schedule and Project Milestones Rider C – General Terms and Conditions Rider D – Security Agreement Rider E - Conditional Assignment 8.5 All notices, progress reports, correspondence and related submissions from the records of such courier, (b) sent by facsimile, in which case notice Recipient shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONsubmitted to: President Cornell Research Foundation, Inc. Name: Title: Efficiency Maine Trust Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Telephone: (207) 213- E-mail: @▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇.▇▇ 13.5 No term or provision ▇ This individual is designated as the Agreement Administrator on behalf of the Trust for this Agreement, except where specified otherwise in this Agreement or as replaced by the Executive Director of the Trust. The Agreement Administrator shall be waived the Trust's representative during the Term. He/she has authority to curtail services if necessary to ensure proper execution and no breach excused unless such waiver or consent compliance. He/she shall certify to the Trust when payments under the Agreement are due and the amounts to be in writing and signed by paid. He/she shall make decisions on all claims of the party claimed Recipient, subject to have waived or consented. No waiver the approval of a breach the Executive Director of the Trust. 8.6 Recipient address for notices under this Agreement: Name: _ Title: _ [Recipient Entity Name] Address: _ _ Telephone: _ E-mail: _ 8.7 All notices under the Agreement shall be deemed to be a waiver of a different have been duly given and delivered: (i) upon delivery, if delivered by hand, (ii) three (3) business days following posting, if sent by registered or subsequent breachcertified mail, return receipt requested, or (iii) one (1) business day after dispatch if sent overnight or next day delivery by national courier service, such as FedEx or UPS, with tracking receipt. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralThe preamble hereto shall form an integral part hereof. 13.2 This is an agreement between separate entities and neither is the agent or servant of or possesses the power to obligate the other. This Agreement shall not be construed so as to constitute Licensor (or the Mariz Licensee, JWO or any of their respective Affiliates) and Licensee (or Costco Japan) partners or joint venturers or so as to create any other form of legal association which imposes liability upon either party for the acts or omissions of the other party. 13.3 Failure by either party to take action against the other shall not affect its right to require full performance of this Agreement at any time thereafter. The waiver by either party of the breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by such party. 13.4 Should any term, covenant or condition of this Agreement or the application thereof to any Person or circumstance be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant and condition of this Agreement shall be binding upon valid and be enforced to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the otherfullest extent permitted by law. 13.3 All issues and questions concerning the construction13.5 Any notice, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law demand or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices request required or permitted to be given hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according effective one (1) business day after having been faxed or four (4) business days after been mailed by prepaid, registered or certified mail, return receipt requested, to the records of such courieraddressee as follows: (i) if to Licensor, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, at the address set forth above or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on at the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATIONfollowing fax number: President Cornell Research Foundation, Inc. +▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇; or (ii) If to Licensee, at the address of Licensee set forth above or at the following fax number: 8▇▇-▇▇▇, ▇▇ -▇▇▇▇▇ In . Any party may change its address or fax number for the case purposes of LICENSEE: President Nanofluidicsthis Agreement by giving written notice thereof to the other party in accordance with this provision. 13.6 This Agreement, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇and the tri-party agreement dated the date hereof among Licensor, ▇▇ ▇▇▇▇▇ 13.5 Licensee and JWO (the “Tri-Party Agreement”), sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and negotiations. Nothing in this Agreement or the Tri-Party Agreement shall affect the exclusion of the Territory pursuant to the terms of or supersede the License Agreement between the parties dated as of December 1, 1996, as amended in writing from time to time. Neither party shall be bound by any conditions, definitions, representations or warranties with respect to the subject matter hereof other than those contained in this Agreement, in the Tri-Party Agreement or hereafter set forth in a writing duly executed by the parties. No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed waived or terminated orally. No changedischarged unless such waiver, modification, addition modification or amendment shall be valid unless discharge is agreed to in writing and signed by the parties each party hereto. 13.7 In Licensee shall not be entitled to assign or otherwise transfer any of its rights and obligations, or subcontract the performance of substantially all of its obligations, under this Agreement, except to an Affiliate of Licensee, or in the event of a change of ownership or control of Licensee, including a sale of substantially all the assets of Licensee. Licensor shall not be entitled to assign or otherwise transfer any provision of its rights and obligations, or subcontract the performance of substantially all of its obligations, under this Agreement, except to an Affiliate of Licensor, or in the event of a change of ownership or control of Licensor, including a sale of substantially all the assets of Licensor. In all cases of permitted assignments pursuant to the foregoing: (i) prior written notice of such assignment must be given by the assigning party to the other party to this Agreement; (ii) the assignee must agree in writing in advance to be bound by the provisions of this Agreement is determined in favour of the other party to be invalid this Agreement; and (iii) in the case of an assignment or unenforceableother transfer in connection with a sale of substantially all the assets of either party, the remaining provisions assigning party shall remain in full force be released from all of its obligations under this Agreement accruing as and effectfrom the date of such assignment. 13.8 The parties agree to perform such acts and execute and deliver such documents as may be reasonably necessary or desirable from time to time in order to give full effect to the provisions hereof. 13.9 This Agreement constitutes shall be governed by and contains construed and enforced in accordance with the entire agreement laws of the parties respecting England and Wales, without reference to its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterconflicts of law principles.

Miscellaneous Provisions. 13.1 Terms The Parties shall cooperate in good faith and shall use their best efforts to obtain the Court’s approval of this Agreement which appear capitalized, other than the names and all of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralits terms. 13.2 This Agreement shall not be offered or be admissible in evidence in any action or proceeding except: (1) the hearings necessary to obtain and implement Court approval of this Settlement; and (2) any hearing to enforce the terms of this Agreement or any related order in the Litigation. 13.3 This Agreement constitutes the entire agreement between the Parties with regard to the subject matter contained herein, and all prior and contemporaneous negotiations and understandings between the Parties (including the Parties’ settlement term sheet) shall be deemed merged into this Agreement. 13.4 This Agreement shall apply to and be binding upon and be shall inure to the benefit of the Parties hereto hereto, the Released Parties, and Class Counsel, as well as their heirsrespective successors, successors heirs and assigneesassigns. However, neither Party shall assign The Parties acknowledge it is their intent to consummate this Agreement and agree to cooperate to the extent reasonably necessary to effect and implement all terms and conditions of the Agreement and to exercise their best efforts to accomplish the foregoing terms and conditions of the Agreement. 13.5 The Parties have negotiated all the terms and conditions of this Agreement at arm’s length. All terms and conditions of this Agreement in the exact form set forth in this Agreement are material to this Agreement and have been relied upon by the Parties in entering into this Agreement. 13.6 Class Counsel agrees that it will not initiate any publicity regarding this Agreement, in whole including any website announcements, except on the anticipated settlement website to be managed by the Settlement Administrator. 13.7 The captions or in part, without the written consent headings of the other. 13.3 All issues sections and questions concerning the construction, validity and interpretation paragraphs of this Agreement have been inserted for convenience of reference only and shall have no effect upon the Schedules construction or interpretation of any part of this Agreement. 13.8 The determination of the terms and Exhibits hereto shall be governed byconditions of this Agreement has been by mutual agreement of the Parties. Each Party participated jointly in the drafting of this Agreement, and therefore the terms and conditions of this Agreement are not intended to be, and shall not be, construed against any party by virtue of draftsmanship. 13.9 No person shall have any claim against the Released Parties, Defendant, Defendant’s Counsel, the Class Representative, or Class Counsel based on distribution of benefits made substantially in accordance withwith this Agreement or any Settlement-related order(s) of the Court. 13.10 This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of New York California without giving effect regard to any choice of law or conflict of law rules or provisions (whether of principles, except to the State of New York or any other jurisdiction) extent that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York United States governs any matter set forth herein, in which case such federal law shall control govern. 13.11 The Court shall retain jurisdiction over the interpretation and construction implementation of this Agreement. 13.12 No waiver, modification or amendment of the terms of this Agreement, whether purportedly made before or after the Court’s approval of this Agreement (and the Settlement, shall be valid or binding unless in writing, signed by or on behalf of all Parties, and then only to the extent set forth in such written waiver, modification or amendment, subject to any required Court approval. Any failure by any Party to insist upon the strict performance by the other Party or Parties of any of the provisions of this Agreement shall not be deemed a waiver of future performance of the same provisions or of any of the other provisions of this Agreement, and such Party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and all Schedules of the provisions of this Agreement. 13.13 Any notice or other formal communication required or permitted to be delivered under this Agreement shall be in writing and Exhibits hereto)sent by First Class United States mail to counsel for the Party to whom the notice is directed at the following addresses: If to Defendant: Seyfarth ▇▇▇▇ LLP Attention: ▇▇▇▇▇▇ ▇. Devata, even though under that jurisdiction’s choice of law or conflict of law analysisEsq. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit Suite 8000 Chicago, IL 60606 If to the exclusive jurisdiction of any State court sitting in ▇Plaintiff: ▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In Philadelphia, PA 19103 13.14 Class Counsel, on behalf of the case Settlement Class, are expressly authorized by the Class Representative and the Settlement Class Members to take all appropriate action required or permitted to be taken by the Settlement Class pursuant to the Agreement to effectuate its terms, and also are expressly authorized to enter into any modifications or amendments to the Agreement on behalf of LICENSEE: President Nanofluidicsthe Settlement Class that they deem necessary or appropriate. Each attorney or other person executing the Agreement on behalf of any Party hereto hereby warrants that such attorney or other person has the full authority to do so. 13.15 The Parties may execute this Agreement in counterparts, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇and execution in counterparts shall have the same force and effect as if all Parties had signed the same instrument. 13.16 Any signature made and transmitted by facsimile, ▇▇ ▇▇▇▇▇ 13.5 No term email, PDF or provision other electronic methods for the purpose of executing this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision an original signature for purposes of this Agreement is determined to and shall be invalid or unenforceable, binding upon the remaining provisions shall remain in full force and effectParty whose counsel transmits the signature page by such electronic means. 13.8 This Agreement constitutes and contains the entire agreement of the parties respecting its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.

Miscellaneous Provisions. 13.1 Terms in 13.01 All Notices required pursuant to this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This Agreement shall be binding upon and be delivered by hand to the benefit party for which it is intended, sent by facsimile or other similar form of transmitted message, or sent by courier or registered mail to the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, address indicated below or such other address as either party may stipulate by notice in whole or in part, without the written consent of writing to the other. 13.3 All issues and questions concerning . To the constructionTenant: To the Band: First Nation Attention: Housing Department Any notice delivered by hand, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law courier or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice registered mail shall be deemed delivered when to have been received on the date of actual delivery is made according to the records of such courier, (b) thereof. Any notice sent by facsimile, in which case notice facsimile or other similar form of transmitted massage shall be deemed delivered to have been received upon receipt of confirmation of transmission by the sending party. 13.02 The parties acknowledge and agree that the provisions herein contained constitute the entire agreement between the parties pertaining to the leasing and occupation of the Premises and supersede all previous communications or agreements, whether verbal or written, between the parties with respect to the subject matter contained herein, provided however that nothing herein contained shall be construed as prohibiting the Band from enforcing any rights or remedies that it may have with respect to non-payment of any outstanding liabilities arising from any previous agreement, whether verbal or written, express or implied , between the parties with respect to the leasing or occupation by the Tenant of the Premises, or any other housing units on the First Nation which may have existed prior to the date of execution of this Agreement. 13.03 The parties acknowledge and agree that the following Schedule along with any amendments made in relation thereto shall be interpreted as being incorporated into and forming part of the within Agreement. 13.04 Save and except as provided for herein, this Agreement may not be changed, altered or amended except by instrument in writing executed by each of the parties hereto. 13.05 Failure by either party to enforce at any time, whether a single instance or repeatedly, any of the provisions of this Agreement shall not be construed as a waiver of such facsimile noticeprovisions or a waiver of the right of the party thereafter to enforce each and every provision. Further, no express waiver of any provision or performance hereunder, or (c) sent any default by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Timeeither party, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the constitute a waiver of any other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. provision or future performance or default. 13.06 In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term event that any provision or provision part of this Agreement shall be waived and no breach excused unless such waiver deemed void or consent shall be in writing and signed invalid by the party claimed to have waived or consented. No waiver a court of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event any provision of this Agreement is determined to be invalid or unenforceablecompetent jurisdiction, the remaining provisions or parts of this Agreement shall be and remain in full force and effect. 13.8 13.07 This Agreement constitutes shall be binding upon the parties along with their respective heirs, executors, administrators, successors and contains assigns. 13.08 This Agreement shall be governed by and construed in accordance with the entire agreement laws of the parties respecting its subject matter First Nation, PROVINCE, and supersedes any Canada, where applicable. 13.09 In event this Agreement is executed by more than one Tenant, the Tenants’ obligations under this Agreement shall be considered joint and all prior negotiationsseveral and binding equally on each respective Tenant. 13.10 The Tenant shall, correspondenceat the Band’s request, understandings execute such other documents and agreements, whether written instruments as may be required in connection with this Agreement or oral, between as it relates to the parties respecting its subject matteradministration of the Band’s housing program. 13.11 The Tenant acknowledges having read this Agreement and understands fully the rights and obligations of the Tenant hereunder.

Miscellaneous Provisions. 13.1 Terms (a) The terms, provisions and conditions of this Joinder Agreement may be amended only by agreement in writing of all parties. No waiver of any provision nor consent to any exception to the terms of this Joinder Agreement which appear capitalizedor any agreement contemplated hereby will be effective unless in writing and signed by the party to be bound and then only to the specific purpose, other than the names of the parties extent and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralinstance so provided. 13.2 This (b) Neither this Joinder Agreement shall be binding upon and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole nor any rights or in part, obligations under it are assignable by one party without the prior written consent of the otherother party other than in connection with a Change of Control of a party. 13.3 All issues (c) The descriptive headings of the sections and questions concerning the construction, validity and interpretation subsections of this Joinder Agreement are for convenience only and do not constitute a part of this Joinder Agreement. (d) This Joinder Agreement and any amendment hereto or any other agreement delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All counterparts will constitute one and the same agreement and will become effective when one or more counterparts have been signed by each party and delivered to the other party. A facsimile signature page will be deemed an original. (e) This Joinder Agreement and the Schedules and Exhibits hereto shall legal relations between the parties will be governed by, by and construed in accordance with, with the laws of the State of New York applicable to contracts made and performed in such State and without giving effect regard to conflicts of law doctrines unless certain matters are preempted by federal law. (f) No failure on the part of any choice party to exercise or delay in exercising any right hereunder will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. (g) The parties each acknowledge that each has been represented by counsel in connection with this Joinder Agreement and the Transactions. Accordingly, any rule of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) legal decision that would cause the application of the laws require interpretation of any jurisdiction other than claimed ambiguities in this Joinder Agreement against the State of New Yorkparty that drafted it has no application and is expressly waived. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction The provisions of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice will be interpreted in a reasonable manner to effect the intent of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach. 13.6 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event (h) If any provision of this Joinder Agreement is determined held to be invalid or unenforceableunenforceable for any reason, it will be adjusted rather than voided, if possible, to achieve the remaining provisions shall remain in full force and effect. 13.8 This Agreement constitutes and contains the entire agreement intent of the parties respecting its subject matter parties. All other provisions of this Joinder Agreement will be deemed valid and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between enforceable to the parties respecting its subject matterextent possible.

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than the names of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 15.1 This Agreement shall be binding upon deemed to have been entered into and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, by and construed in accordance with, under the laws of the State of New York without giving effect reference to any choice of law or its conflict of law rules laws provisions. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. 15.2 No waiver by either Party of any breach, default, or provisions (whether violation of any term, warranty, representation, agreement, covenant, condition or provision hereof shall constitute a waiver of any subsequent breach, default or violation of the State of New York same or any other jurisdiction) that would cause the application term, warranty, representation, agreement, covenant, condition or provision. 15.3 The headings and titles of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction Articles of this Agreement (are inserted solely for the convenience of the Parties and all Schedules shall not affect the meaning of any provision of this Agreement. 15.4 Each Party shall maintain in full force and Exhibits hereto)effect during the Term of this Agreement, even though under that jurisdictioncomprehensive and general business liability insurance coverage, including product liability and vendor’s choice of law or conflict of law analysiscoverage with the other Party named as an additional named insured, the substantive law of such other jurisdiction would ordinarily applywith minimum limits [***]. The parties hereto hereby irrevocably and unconditionally submit Each Party will endeavor to provide notification to the exclusive jurisdiction other Party thirty (30) days in advance of cancellation. 15.5 The Parties hereto understand and acknowledge that nothing contained in this Agreement shall be deemed to give or grant to BakeMark any State court sitting right, title or interest in ▇▇or to ▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating ▇▇▇▇▇’s trademarks and trade names (the “Krispy Kreme Marks”) other than the right to this Agreement and agree that no use such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection Krispy Kreme Marks incident to the laying distribution and sale of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses Products as set forth belowin this Agreement. Any such notices BakeMark’s use of the Krispy Kreme Marks, including any goodwill therefrom, shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according inure solely to the records benefit of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇. The Krispy Kreme Marks shall at all times belong to and remain in the control of ▇▇▇▇▇▇ ▇▇▇▇▇, and BakeMark shall have no right to use any of such ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ except incident to the and sale of the Products or as authorized in writing by ▇▇▇▇▇▇ ▇▇▇▇▇. 15.6 It is understood and agreed that the Parties hereto are independent contractors and engage in the operation of their own respective business. Neither BakeMark nor ▇▇▇▇▇▇ ▇▇▇▇▇ shall be considered the agent of the other for any purpose whatsoever, nor shall BakeMark or Krispy Kreme have any authority to enter into any contracts or assume any obligations for the other or make any warranties or representations on behalf of the other, and nothing in this Agreement shall be construed to establish a relationship of co- partners or joint ventures between BakeMark and Krispy Kreme. 15.7 Notwithstanding anything to the contrary contained in this Agreement, any delay or failure in performance of a Party’s obligations under this Agreement is excused if (i) such delay or failure is directly caused by events beyond the control of such Party, including, but not limited to, strikes, labor disputes, earthquakes, floods, fires, civil commotion, embargoes, quotas, government mandated business closure or other restrictions that arise out of pandemics or endemics, including Covid-19, war or terrorism (each, a “Force Majeure Event”), (ii) such Party is without fault in causing or failing to prevent the occurrence of such event, and such occurrence could not have been prevented or circumvented by reasonable precautions or alternatives, and (iii) such Party uses commercially reasonable efforts to recommence performing whenever and to whatever extent possible without delay (which may include, at such Party’s option, utilizing third parties to perform any of its obligations hereunder during the period of such Force Majeure Event). Such Party shall use reasonable efforts to promptly notify the other any Force Majeure Event, which notification may be made via email. If BakeMark’s failure to timely supply Products because of a Force Majeure Event continues for more than [***], and ▇▇▇▇▇▇ ▇▇▇▇▇ is not otherwise in breach or default hereunder, Krispy Kreme may terminate this Agreement upon written notice to BakeMark. Any obligation of a Party to pay money otherwise due is not subject to, and shall not be excused by, any Force Majeure Event. The [***] in Section 5.3 shall be equitably adjusted to reflect the time during which BakeMark does not, as the result of a Force Majeure Event, perform, or cause to be performed, the distribution services contemplated by this Agreement. During any Force Majeure Event impacting BakeMark’s distribution of Products to Krispy Kreme Commercial Outlets, then Krispy Kreme may, at its expense, procure replacement distribution services from an alternate source for so long as the delay in performance continues and for a reasonable time thereafter. 15.8 Any notice, request, demand, or other communication that is required or permitted under this Agreement shall be in writing and shall be deemed properly given (i) if it is sent by (i) registered or certified mail, return receipt requested, all postage and other charges prepaid, or (ii) if it is sent by reputable express delivery service (e.g., UPS, DHL and Federal Express), in each case, properly addressed as follows, or to any subsequent new address which is provided by notice hereunder: (a) If to ▇▇▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇ Doughnut Corporation [***] with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇ Doughnut Corporation [***] Arent Fox LLP [***] 13.5 No term or provision of this Agreement shall be waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed (b) If to have waived or consented. No waiver of a breach shall be deemed to be a waiver of a different or subsequent breach.BakeMark: BakeMark USA LLC [***] 13.6 15.9 This Agreement may not be modified, changed or terminated orally. No change, modification, addition or amendment assigned by either Party without the express consent of the other Party and any attempted assignment without such consent shall be valid void. The foregoing notwithstanding, either Party may without further consent assign its obligations hereunder to an affiliated party or to a purchaser of substantially all or substantially all of its assets but only if such purchaser is not a direct competitor of the other Party. Any assignment to an affiliated party shall not relieve the assignor of its obligations under this Agreement. The term “affiliated party” means any entity which directly or indirectly owns or controls such Party or which is directly or indirectly owned or controlled by such Party or which has at least a [***] common ownership with such Party. 15.10 This Agreement, including any Schedules hereto, which are incorporated herein as if set forth in their entirety at the point of reference thereto, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior contracts, agreements and understandings related to the same subject matter between the Parties, including the Existing Distribution Agreement. The Parties intend this Agreement to be a complete statement of the terms of their understanding of the subject matter addressed herein and no change or modification of any of the provisions hereof shall be effective unless in writing and signed by a duly authorized officer of each of the parties heretoParties. 13.7 In 15.11 All representations, warranties and covenants hereunder shall survive the event execution of this Agreement and consummation of the transactions contemplated hereby. 15.12 If either Party to this Agreement shall seek to enforce or interpret this Agreement or any provision hereof against the other Party hereto by legal or equitable proceedings, or shall seeks by such proceedings, to enforce against the other Party any rights, duties or obligations arising under this Agreement, then the prevailing Party (that is, the Party recovering at least [***]% of what that Party sought in such proceeding or the Party paying less than [***]% of what was sought by the other Party in such proceeding), shall recover from the other Party to such proceedings, in addition to judgment for all other sums and remedies to which the prevailing Party would otherwise be entitled, all of the prevailing Party’s reasonable costs, expenses and attorneys’ fees incurred in connection with such proceedings, and shall be entitled to seek judgment therefore. 15.13 If any provision of this Agreement is determined found or declared to be invalid or unenforceableunenforceable by any court or other competent authority having jurisdiction, the remaining provisions such finding or declaration shall remain not invalidate any other provision hereof, and this Agreement shall thereafter continue in full force and effect. 13.8 This Agreement constitutes effect except that such invalid or unenforceable provision, and contains (if necessary) other provisions hereof, shall be reformed by a court of competent jurisdiction so as to effect insofar as is practicable the entire agreement intention of the parties respecting its subject matter as set forth in this Agreement, provided that if such court is unable or unwilling to effect such reformation, the invalid or unenforceable provision shall be deemed deleted to the same extent as if it had never existed. 15.14 Except as otherwise provided in this Agreement (i) the rights and supersedes remedies provided in this Agreement are in addition to any and all prior negotiationsrights and remedies available at law or equity, correspondenceand (ii) all such rights and remedies are intended to be cumulative and the use of any single right or remedy shall not preclude or waive the use of any other right or remedy. 15.15 This Agreement may be executed in one or more counterparts, understandings each of which shall be deemed an original but all of which shall constitute one and agreementsthe same instrument. The Parties agree that a digital image of the Agreement as fully executed (such as in a portable document format (.pdf)) or DocuSign shall be deemed delivery of a true and correct original of this Agreement, and such digital image of this Agreement shall be admissible as best evidence for the purposes of state law, Federal Rule of Evidence 1002, and the like statutes and regulations. 15.16 This Agreement, including the Schedules may only be amended by a mutually executed writing signed by the Parties’ duly authorized representatives specifically referencing this Agreement, provided any changes to this Agreement from BakeMark are only authorized [***]. 15.17 Any controversy or claim arising out of or related to this Agreement (or the breach, termination or validity thereof), or any resulting agreement, shall be resolved exclusively as set forth in this Section 15.17, except for claims for injunctive relief which are governed by Section 15.1. (a) The Party claiming a dispute shall notify the other, in writing of such claim, and for the following thirty (30) days, executive level officers from each Party shall try to resolve the dispute. If the executives do not resolve the dispute within such thirty (30) -day period, then, on the request of either Party, the dispute will be mediated by a mediator appointed pursuant to the mediation rules of the American Arbitration Association (“AAA”). Notwithstanding Section 15.12, both Parties will share the administrative costs of the mediation and the mediator’s fees and expenses equally, and each Party shall bear all of its other costs and expenses related to the mediation, including but not limited to attorney’s fees, witness fees, and travel expenses. The mediation shall take place in New York, New York or in whatever alternative forum on which the Parties may agree. All discussions and other communications, whether written or oral, between prepared solely in connection with the informal dispute resolution process specified in this Section 15.17(a) are for settlement purposes only. None of such communications made during or in connection with such informal dispute resolution, and none of the documents that are prepared or provided solely in connection with such informal dispute resolution, shall be discoverable, admissible, or attempted to be discovered or introduced into evidence in any proceeding for any purpose; provided, however, that the disclosure of information during and in connection with such informal dispute resolution process shall not insulate from discovery otherwise discoverable information that exists independent of the informal dispute resolution process or affect the admissibility of such information. (b) If the Parties cannot resolve the dispute through mediation within the earlier to occur of thirty (30) days after the appointment of the mediator (or the earlier withdrawal thereof) or if mediation does not commence within sixty (60) days after the initial dispute notice, then such controversy or claim shall be decided by binding arbitration administered by the AAA under its Commercial Arbitration Rules (the “Rules”) (except to the extent such Rules conflict with the provisions of this Section 15.17, in which event the provisions of this Section 15.17 shall control), and not by court action, except as provided by New York law for judicial review of arbitration proceedings. For disputes where the amount in controversy is under $[***], there shall be one arbitrator, and for disputes where the amount in controversy is at or over $[***], there shall be three arbitrators (the “Panel”). Judgment upon the award rendered by the arbitrator or Panel, as applicable (the “Arbitrator”), may be entered in any court having jurisdiction thereof. Such arbitration shall take place in New York, New York (or in such other location as the Parties may agree to in writing). (c) The Arbitrator shall have the power to determine the scope and time constraints of reasonable discovery and the admissibility, relevance, materiality and weight of any evidence offered by any party hereto. The Arbitrator selected by the parties respecting its to conduct the arbitration shall have the power and authority to grant any and all relief requested by the parties to the dispute, except that proceedings for any order of attachment, receivership, injunction or any other provisional remedy may be pursued by court action. Commencement of court action in pursuance of these excluded matters shall not constitute a waiver of the right to arbitrate under this provision. In the event the parties to the dispute cannot agree to the Arbitrator, the Arbitrator will be appointed in accordance with the Rules. (d) The Arbitrator shall determine the time of the hearing and shall designate a location in New York, New York based upon the convenience of the arbitrator, the parties and the witnesses. However, such hearing shall be commenced within thirty (30) days after completion of discovery, unless the Arbitrator grants a continuance upon the showing of good cause by any party. At least seven (7) days before the date set for such hearing, the parties shall exchange copies of Schedules to be offered as evidence, and lists of the witnesses who will testify, at such hearing. Once commenced, the hearing shall proceed day to day until completed, unless the Arbitrator grants a continuance upon a showing of good cause by any party. (e) Judgment upon the award of the Arbitrator may be entered in any court of competent jurisdiction. In the event that multiple claims are asserted, some of which are found not subject matterto this Agreement, the parties agree to stay the proceedings of the claims not subject to this Agreement until all other claims are resolved in accordance with this Agreement. In the event that claims are asserted against multiple parties, some of whom are not subject to this Agreement, the parties agree to sever the claims subject to this Agreement and resolve them in accordance with this Agreement. This agreement to arbitrate shall survive any termination of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS.]

Miscellaneous Provisions. 13.1 Terms in this Agreement which appear capitalized, other than Section 1. It is the names intention of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or plural. 13.2 This hereto that this Agreement ----------- shall be binding upon construed, interpreted and be to the benefit of the Parties hereto and their heirs, successors and assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed applied in accordance with, with the laws of the State of New York without giving effect to any choice California, United States of law or conflict America. Section 2. This Agreement sets forth the only agreement and understanding of law rules or provisions (whether ---------- the parties on the subject of MAGNETIC CARDS and MAGNETIC CARD RECORDERS with the exception of the State Confidentiality Agreement dated as of New York August 27, 1999, and except for that agreement which shall remain in force in accordance with its terms, merger all prior discussions between them, terminated and supersedes any prior negotiations, memoranda or any other jurisdiction) that would cause the application agreements, whether oral or written, and neither of the laws of parties shall be bound by any jurisdiction conditions, definitions, warranties or representations other than the State of New Yorkexpressly provided in this Agreement. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law Or as duly set forth on or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit subsequent to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be date hereof in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent signed by a nationally recognized overnight courier, proper and duly authorized officer of the party to be bound thereby. Section 3. This Agreement has been prepared in which case notice shall be deemed delivered when delivery the English language. It is made according to ----------- understood that the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision English text of this Agreement shall be waived the official governing version of the Agreement. Each party will receive one English copy of this Agreement executed by all other parties. Section 4. Nothing contained in this Agreement shall be construed as: ----------- (a) conferring an obligation upon either LICENSOR or LICENSEE to bring or prosecute actions or suits against third parties for infringement; or (b) an obligation by either party to furnish any technical information or know-how to the other party. Section 5. It is understood and agreed that no representation us made and no breach excused unless such waiver ---------- warranty is given by LICENSOR that LICENSED PRODUCTS manufactured, used, sold, leased or consent shall be in writing and signed otherwise disposed of by LICENSEE under the party claimed to have waived or consented. No waiver terms of a breach shall be deemed to be a waiver this Agreement are free of a different or subsequent breachclaims of infringement of the patent rights of third parties. 13.6 This Agreement may not be modified, changed or terminated orallySection 6. No change, modification, addition or amendment shall be valid unless in writing and signed by the parties hereto. 13.7 In the event LICENSOR shall hereafter grant any provision license under the ---------- KEEPERED MEDIA PATENTS and KEEPERED MEDIA TECHNOLOGY for monetary consideration including a royalty, at a rate more favorable than that provided herein, LICENSOR shall notify LICENSEE thereof and effective upon the date of such other license and for as long as such more favorable royalty rate is in effect, the royalty rate applicable to the license granted to LICENSEE herein shall be reduced to the royalty rate specified in such other license, but only if LICENSEE accepts any less favorable monetary and other terms that may be included in the agreement under which such other license is granted. This Section shall not apply in cases where LICENSOR receives in lieu of or in addition to a cash royalty, a grant of patent rights, a royalty-free or other license, or other considerations than that provided in this Agreement is determined Agreement. Section 7. If any of the claims of a KEEPERED MEDIA PATENT shall be held to ----------- be invalid or unenforceablelimited as to scope by a court of last resort, or by a lower court of competent jurisdiction from whose decree no appeal is taken or certiorari granted, within the period allowed therefor, the remaining provisions construction placed upon the such KEEPERED MEDIA PATENT by the courts shall remain be followed from and after the date of entry of the decree of such court, and royalties shall thereafter be payable by LICENSEE only in full force accordance with such construction until the same shall be modified or reversed by a subsequent court decree, and effectwith respect to claims which are by any such decree held to be invalid, LICENSEE shall be relieved of its obligation to make reports and to pay royalties on LICENSED PRODUCTS sold under and covered only by said claims, until the decision with respect to such claims shall be modified or reversed by a subsequent court decree. 13.8 This Section 8. Unless otherwise specifically agreed to in writing by LICENSOR, ----------- LICENSEE agrees not to use the trade name "AMPEX" or the trademark "AMPEX" in any of their forms, in any manner with respect to LICENSED PRODUCTS. Unless otherwise specifically agreed to in writing by LICENSOR and except as provided under Article VI of this Agreement, LICENSEE agrees not to use any identification names, marks, or symbols with respect to LICENSED PRODUCTS that in any respect resemble those used on similar products manufactured by or for LICENSOR. Section 9. LICENSEE agrees that it will not export or reexport, directly or ----------- indirectly, any products made under KEEPERED MEDIA PATENTS to any country in violation of any United States export control laws or regulations as the same may be modified from time to time. Section 10. LICENSOR and LICENSEE agree that neither will willfully disclose ----------- the terms and conditions of this License Agreement constitutes and contains except: a. With the entire agreement prior written consent of the parties respecting other party, which consent shall not be unreasonably withheld, or b. By disclosure to a court or government body having jurisdiction to call therefor, or c. As may be necessary to establish its subject matter and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matterrights hereunder.

Miscellaneous Provisions. 13.1 Terms 12.1 Any headings in this Agreement which appear capitalizedare for the convenience of reading only and shall not be used to interpret, other than explain or otherwise affect the names meaning of the parties and article headings, have the meanings given in Article 2 and retain those meanings whether used in the singular or pluralprovisions of this Agreement. 13.2 12.2 The Parties acknowledge that once this Agreement enters into force, this Agreement shall constitute an entire agreement and understanding among the Parties hereto in respect of the contents of this Agreement, and shall completely supersede all prior oral and/or written agreements and understandings among the Parties in relation to the contents of this Agreement. 12.3 This Agreement shall be binding upon and be inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assignees. However, neither Party shall assign this Agreement, in whole or in part, without the written consent of the other. 13.3 All issues 12.4 No rights, powers and questions concerning the construction, validity and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to remedies conferred on each party by any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply. The parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any State court sitting in ▇▇▇▇▇▇▇▇ County, State of New York or Federal court sitting in Syracuse, New York over any suit, action or proceeding arising out of or relating to this Agreement and agree that no such suit, action or proceeding shall be brought in any other court, forum or jurisdiction. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 13.4 All notices required or permitted hereunder shall be in writing and be served on the parties at the addresses set forth below. Any such notices shall be either (a) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered when delivery is made according to the records of such courier, (b) sent by facsimile, in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such facsimile notice, or (c) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice by facsimile or personal delivery and delivered after 5:00 p.m., Eastern Daylight Time, shall be deemed received on the next Business Day. A party’s address may be changed by written notice to the other parties; provided, however, that no notice of a change of address shall be affected until actual receipt of such notice. In the case of FOUNDATION: President Cornell Research Foundation, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In the case of LICENSEE: President Nanofluidics, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.5 No term or provision of this Agreement shall be waived preclude any other rights, powers or remedies enjoyed by such party in accordance with the law and other provisions of this Agreement, and no breach excused unless exercise by one party of its rights, powers and remedies shall preclude any exercise by such waiver party of its other rights, powers and remedies. 12.5 No failure by any party hereto in the exercise or consent shall be prompt exercise of any rights, powers and remedies enjoyed by such party in writing and signed by accordance with this Agreement or the party claimed to have waived or consented. No waiver of a breach law shall be deemed to be a waiver of a different such rights or subsequent breachaffect any future exercise by such party of such rights in other ways and any exercise by such party of its other rights. 13.6 This 12.6 If any provisions of this Agreement may are held to be null and void, invalid or unenforceable by any court with jurisdiction or arbitration agency, the validity and enforceability of any other provisions of this Agreement shall not be modifiedaffected or impaired thereby, changed or terminated orally. No changeprovided that the Parties hereto shall cease to perform such invalid and unenforceable provisions and shall, modificationto the extent closest to their original intent, addition or amendment amend them only to the extent that they are valid and enforceable in respect of such particular facts and circumstances. 12.7 The Parties hereto agree and acknowledge that “the (prior) written consent of Party A” referred to herein shall mean that the matters shall be valid unless approved by the Board of Directors of Party A and be notified to Party B and Party C in writing accordance with the provisions of Clause 10 hereof. 12.8 Any matters not covered herein shall be determined through further consultation among the Parties hereto. The Parties shall amend and supplement this Agreement by a written agreement. Any amendment and supplementary agreements duly signed by the parties hereto. 13.7 In the event any provision Parties shall form an integral part of this Agreement is determined to be invalid or unenforceable, and shall have the remaining provisions shall remain in full force and effectsame legal effect as this Agreement. 13.8 12.9 This Agreement constitutes is executed in three (3) copies, one (1) of which shall be held by each party respectively, and contains each of which shall be equally authentic. 12.10 Any annexes hereto shall form an integral part of this Agreement and shall have the entire agreement same legal effect as this Agreement. (This page is intentionally left blank as the signature page of the parties respecting its subject matter Purchase Option Agreement among Shenzhen Fangdd Information Technology Co, Ltd., Jiaorong Pan and supersedes any and all prior negotiationsShenzhen Fangdd Network Technology Co, correspondence, understandings and agreements, whether written or oral, between the parties respecting its subject matter.Ltd.)