Common use of Miscellaneous Clause in Contracts

Miscellaneous. (a) This Agreement shall be binding upon and inure to the benefit of the Company, its successors, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, as indicated above, or obtaining of any right or benefit under this Agreementat such other address as a party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section No affiliated person, employee, agent, director, partner, officer or manager of this Agreement is hereby incorporated into the Operative Provisions of Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement. (j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of New York. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of this Agreementthe parties shall be construed and enforced as if the Agreement did not contain the particular part, or the application of such term or provision held to persons be illegal or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawinvalid. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is the intent of the Company that Executive not be required to incur Notwithstanding any legal fees or disbursements associated with (i) the interpretation of any other provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or defense shall be charged for any debt, obligation or liability of any litigation or other legal actionFund, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive arising under this Section 8(h)Agreement or otherwise. (i) The Background section No affiliated person, employee, agent, officer or director of this Agreement is hereby incorporated into the Operative Provisions of Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof. (k) The terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) The Distributor shall not be liable to the Fund and the Fund shall not be liable to the Distributor for consequential damages under any provision of this Agreement except that Distributor Claims, as that term is used in Section 8(a), shall include consequential damages related to, arising out of or based upon any filing made with the regulatory authorities of any State. (b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by the Distributor and the Fund. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Maryland. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto Distributor and the Fund and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of this Agreementthe parties shall be construed and enforced as if the Agreement did not contain the particular part, or the application of such term or provision held to persons be illegal or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawinvalid. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is the intent No affiliated person, employee, agent, officer or director of the Company that Executive not Distributor shall be required to incur any legal fees liable at law or disbursements associated with (i) in equity for the interpretation of any provision in, or obtaining of any right or benefit Distributor's obligations under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section Fund shall be liable to the Distributor only with respect to those Series and Classes of the Fund and the Distributor shall look solely to the Fund to satisfy any liability of a Series or Class thereof to the Distributor. (j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement is hereby incorporated into on behalf of the Operative Provisions party indicated and that their signature will bind the party indicated to the terms hereof. (k) The terms "vote of this Agreementa majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) This No Amendment to this Agreement, or any part thereof, shall be valid or binding upon the Parties unless drawn up in writing and signed by both Parties. The Preamble, and any Appendices, Exhibits or Schedules to this Agreement, constitute an integral part hereof. The headings used in this Agreement are for convenience of reference only and will not be used in the construction of this Agreement. Any use of the word “including” in this Agreement shall be binding upon and inure construed as meaning “including, without limitation”, unless expressly stipulated to the benefit contrary. All pronouns contained herein, and any variations thereof, shall be deemed equally to refer to the masculine, feminine or neutral, singular or plural, as the context may require. No principle of construction against the drafter shall apply in any way to this Agreement or any of the CompanyExhibits, its successorsAppendices and/or Schedules attached hereto. No failure or delay on the part of any Party in exercising any right and/or remedy to which it may be entitled hereunder and/or by law shall operate as a waiver by that Party of any right whatsoever. No waiver of any right under this Agreement shall be deemed as a waiver of any further or future right hereunder, whether or not such right is the same kind of right as was waived in a previous instance. In case any provision of the Agreement shall be declared invalid, illegal or unenforceable, the validity, legality and assigns enforceability of the remaining provisions shall not in any way be affected or impaired thereby and may not be assigned by Executive. (b) shall continue in full force and effect. This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating Parties with respect to the subject matter hereof and replaces any previous agreements between the Parties, if at all, whether written or verbal, pertaining to any of the subject-matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified made and concluded in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 Israel and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreementconstruction, shall survive termination of this Agreement validity and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach performance of this Agreement shall be governed by the laws of Israel without giving effect to the conflicts of law principles thereunder. By their execution hereof, the parties irrevocably agree to submit all disputes arising hereunder to the jurisdiction of the competent courts of Tel-Aviv, Israel. Notices sent by one Party to the other under this Agreement will be sent by registered mail to the addresses specified in the Preamble, delivered by hand, transmitted by fax, or sent by e-mail or other electronic means of communication and will be deemed to have reached their destination within 3 days of being deposited with the Post Office for dispatch as registered mail (7 days in the case of air mail), upon actual delivery when delivered by hand, and upon receipt of the recipient’s confirmation of receipt when sent by fax, e-mail or other electronic means of communication. This Agreement may be executed in any number of counterparts, in original or by facsimile, and each such counterpart hereof shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof an original instrument, but all such counterparts together shall be effective only to constitute one and the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretosame agreement. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon 2.1. All powers and inure remedies given by this Note to the benefit of the Company, its successors, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaidHolder hereof shall, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) , be deemed cumulative and not exclusive of any other power or remedy or of any other powers and remedies available to the Holder hereof, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Note. No delay or omission of the Holder hereof to exercise any right, right or power or remedy accruing to upon any party hereto default occurring and continuing as aforesaid shall impair any such right, right or power or remedy or shall be construed to be a waiver of any such default or an any acquiescence therein. Every power and remedy given by this Note or by law to any breach hereof. No waiver of any breach of this Agreement the Holder hereof may be exercised from time to time, and as often as shall be deemed expedient, by the Holder hereof, all subject, as hereinabove provided, to be a waiver the payment of the principal of and the interest on this Note being expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness. 2.2. In addition to the payments provided for above, subject to the terms, provisions and restrictions contained in the Subordination Agreement, the Company agrees to pay all expenses incurred, including reasonable attorneys’ fees, if this Note is placed in the hands of an attorney for collection or if it is collected through bankruptcy or other judicial proceedings. 2.3. The Company, to the extent permitted by law, waives notice, demand, presentment for payment, protest, the filing of suit or the taking of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion action by any party hereto Holder hereof for the purpose of any other rights or the seeking of any other rights or remedies against any other party heretofixing its liability hereon. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost 2.4. This Note has been executed and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive delivered in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any governed by and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section construed in accordance with the laws of this Agreement is hereby incorporated into the Operative Provisions State of this Agreement.Colorado. Galaxy Energy Corporation Subordinated Promissory Note - Page 3 of 4

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Advisor and Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, or obtaining of any right or benefit under this Agreementat such other address as a party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section No affiliated person, employee, agent, director, officer or manager of this Agreement is hereby incorporated into the Operative Provisions of Sub-advisor shall be liable at law or in equity for the Sub-advisor’s obligations under this Agreement. (j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," “control” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) This No provisions of this Agreement shall may be binding upon amended or modified in any manner except by a written agreement properly authorized and inure to executed by all parties hereto and approved by the benefit of Trust in the Company, its successors, and assigns and may not be assigned by Executivemanner set forth in Section 6(b) hereof. (b) This No amendment to this Agreement contains or the entire agreement termination of this Agreement with respect to a Fund shall effect this Agreement as it pertains to any other Fund, nor shall any such amendment require the vote of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtshareholders of any other Fund. (c) No party to this Agreement shall be liable to the any other party for consequential damages under any provision of this Agreement. (d) THIS AGREEMENT SHALL BE GOVERNED BY BY, AND THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED UNDER AND IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithDELAWARE. (e) The provisions of Sections 4(a)This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantswhether oral or written. (f) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (g) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of this Agreementthe parties shall be construed and enforced as if the Agreement did not contain the particular part, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of illegal or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoinvalid. (h) It is the intent of the Company that Executive Section headings in this Agreement are included for convenience only and are not to be required used to incur any legal fees construe or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under interpret this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section Notices, requests, instructions and communications received by the parties at their respective principal places of this Agreement is hereby incorporated into the Operative Provisions business, or at such other address as a party may have designated in writing, shall be deemed to have been properly given. (j) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of any other series of the Trust and that no Fund or other series of the Trust shall be liable or shall be charged for any debt, obligation or liability of any other Fund or series, whether arising under this Agreement or otherwise. (k) No affiliated person, employee, agent, director, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement. (l) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person", "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) 15.1 This Agreement MTA shall be binding upon governed by the laws of the State of Illinois as they apply to agreements entered into and inure to be performed entirely within Illinois between Illinois residents, without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in ▇▇▇▇ County, Illinois. Both parties agree to submit to the benefit personal jurisdiction of the Companycourts located within ▇▇▇▇ County, its successorsIllinois for the purpose of litigating all such claims or disputes, and assigns and may not be assigned by Executivehereby waive all claims of forum non conveniens. (b) 15.2 If any provision or provisions of this MTA shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and said court is hereby authorized to redraft and/or amend the invalidated text such that the amendment would be rendered valid and most nearly reflect the original intent of the parties. 15.3 This Agreement MTA contains the entire agreement of between the parties hereto with respect to the subject matter contained herein and supersedes all prior any previous understandings, commitments or concurrent agreements, whether oral or written, relating other than any non-disclosure or confidentiality agreement which may have been entered into by and between the parties, and if so, said agreement is hereby ratified and shall continue in full force and effect, but subject to the subject matter hereof. terms of this MTA. 15.4 A waiver, delay or forbearance by either party, whether express or implied, in enforcing or exercising any of its rights or remedies hereunder will not constitute a waiver of such right or remedy. 15.5 No provision of this MTA is intended to be enforceable by any person who is not a party to this Agreement and nor are any rights granted to any third party under statute or otherwise. 15.6 Nothing in this MTA will create a partnership, joint venture or relationship of agency between the parties. 15.7 This Agreement MTA may be amended only executed in counterparts and by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSelectronic signature, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and each of which shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithan original. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. Notwithstanding anything to the contrary herein: (a) This Agreement in paying principal and interest on the Notes hereunder, the Fiscal and Paying Agent shall be binding upon acting as a conduit and inure shall not be paying such principal or interest for its own account. In the absence of written notice from the Bank to the benefit of contrary, the CompanyFiscal and Paying Agent shall be entitled to assume that any Note presented to it, its successorsor deemed presented to it, and assigns and may not for payment, is entitled to be assigned by Executive.so paid; (b) This the Fiscal and Paying Agent shall not be required to invest any moneys delivered to it pursuant to this Agreement contains the entire agreement of the parties hereto and supersedes all prior shall have no liability for interest on any moneys received or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only held by a writing signed by the party against whom enforcement is sought.it hereunder; (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES.the Fiscal and Paying Agent shall not be responsible for the accuracy of any recital of any party (other than the Fiscal and Paying Agent) that is stated herein or in the Notes or in any offering materials relating thereto and makes no representations as to the validity or enforceability of the Notes and shall incur no responsibility in respect thereto; (d) Any notices the Fiscal and Paying Agent shall be protected in acting or refraining from acting upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel, Officer’s Certificate or both), affidavit, letter, telegram or other communications required paper or permitted hereunder shall document deemed by it in good faith to be in writing genuine and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, correct and to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing signed or sent by either party to the other in accordance herewith.proper person or persons; and (e) The provisions of Sections 4(a), 4(d) any action taken by the Fiscal and 6 and the other provisions of Paying Agent pursuant to this Agreement which by their terms contemplate survival upon the request or authority or consent of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person who at the time of making such request or circumstance giving such authority or consent is to any extent invalid or unenforceable, the remainder holder of this Agreement, 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 not be affected thereby, and each term and provision a Note shall be valid conclusive and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with binding upon (i) all future holders of the interpretation of same Note and any provision inNote issued in exchange therefor or in place thereof, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense all beneficial owners of the Company as hereafter provided, same Note and (iii) all holders of the same Note issued in definitive form pursuant to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)2.4(b) hereof. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This The Subscriber agrees that this Agreement shall be binding upon and inure to the benefit of the Company, its successors, and assigns and may is not be assigned by Executivetransferable or assignable. (b) The Subscriber agrees that, except as expressly permitted by any applicable state law, the Subscriber may not cancel, terminate or revoke this Agreement or any agreement of the Subscriber made hereunder, and this Agreement shall survive the death or legal disability of the Subscriber and shall be binding upon the Subscriber’s heirs, executors, administrators, successors and assigns. (c) This Agreement contains and the Exhibits hereto constitute the entire agreement of among the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating with respect to the subject matter hereof. This Agreement hereof and may be amended only by a writing signed executed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESboth parties. (d) Any notices or other communications required or permitted hereunder shall Headings are for convenience only and are not deemed to be in writing and shall be deemed effective when delivered in person or, if mailed, on the date part of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewiththis Agreement. (e) The provisions This Agreement may be executed in two or more counterparts, each of Sections 4(a)which shall be deemed an original, 4(d) and 6 but all of which together will constitute one and the same instrument. A facsimile, telecopy or other provisions reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device, pursuant to which by their terms contemplate survival the signature of, or on behalf of, such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the termination date first written above. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsas well as any facsimile, telecopy or other reproduction hereof. (f) This Agreement and the rights and obligations of the parties hereunder shall be enforced, governed and construed in all respects in accordance with the internal substantive laws of the State of Nevada (without reference to principles of conflicts or choice of law that would cause the application of the internal laws of any other jurisdiction). (g) The Subscriber acknowledges that, if it is a resident of any state whose “blue sky laws” or other local securities laws require a restriction on transferability of securities, it will comply with such restriction requirements. (h) If any term or part of any provision of this Agreement or its application any other agreement or document given pursuant to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of in connection with this Agreement shall be deemed to be a waiver of invalid or unenforceable in any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof respect, such part shall be effective only ineffective to the extent specifically set forth of such invalidity or unenforceability only, without in any way affecting the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto remaining parts of any other rights such provision or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions remaining provisions of this Agreement.

Miscellaneous. (a) 15.1 This Agreement MTA shall be binding upon governed by the laws of the State of Illinois as they apply to agreements entered into and inure to be performed entirely within Illinois between Illinois residents, without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Cook County, Illinois. Both parties agree to submit to the benefit personal jurisdiction of the Companycourts located within Cook County, its successorsIllinois for the purpose of litigating all such claims or disputes, and assigns and may not be assigned by Executivehereby waive all claims of forum non conveniens. (b) 15.2 If any provision or provisions of this MTA shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and said court is hereby authorized to redraft and/or amend the invalidated text such that the amendment would be rendered valid and most nearly reflect the original intent of the parties. 15.3 This Agreement MTA contains the entire agreement of between the parties hereto with respect to the subject matter contained herein and supersedes all prior any previous understandings, commitments or concurrent agreements, whether oral or written, relating other than any non-disclosure or confidentiality agreement which may have been entered into by and between the parties, and if so, said agreement is hereby ratified and shall continue in full force and effect, but subject to the subject matter hereof. terms of this MTA. 15.4 A waiver, delay or forbearance by either party, whether express or implied, in enforcing or exercising any of its rights or remedies hereunder will not constitute a waiver of such right or remedy. 15.5 No provision of this MTA is intended to be enforceable by any person who is not a party to this Agreement and nor are any rights granted to any third party under statute or otherwise. 15.6 Nothing in this MTA will create a partnership, joint venture or relationship of agency between the parties. 15.7 This Agreement MTA may be amended only executed in counterparts and by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSelectronic signature, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and each of which shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithan original. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement 1. In the event Bank is required at any time to refund or repay to any person for any reason any sums collected by it on account of the obligations subject to this Agreement, including but not limited to sums repaid to a Trustee in Bankruptcy as a result of an avoided preferential transfer or fraudulent conveyance, Guarantor agrees that all such sums shall be binding upon and inure subject to the benefit terms of this Agreement and that Bank shall be entitled to recover such sums from Guarantor notwithstanding the Company, its successors, and assigns and fact that this Agreement previously may not be assigned by Executivehave been returned to Guarantor or that Guarantor previously may have been discharged from further liability under this Agreement. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior 2. Any notice, demand, or concurrent agreements, whether oral request by Bank to Guarantor or written, relating by Guarantor to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder Bank shall be in writing and shall be deemed effective when delivered given in person oraccordance with the Loan Agreement. 3. This Agreement constitutes the entire agreement, if mailedand supersedes all prior agreements and understandings, on the date of deposit in the mailsboth written and oral, postage prepaid, between Guarantor and Bank with respect to the other party at the respective address of such party set forth herein subject matter hereof. If any clause, provision, or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions section of this Agreement which is determined to be illegal or invalid by their terms contemplate survival any court, the invalidity of such clause, provision, or section shall not affect any of the termination of this Agreementremaining clauses, shall survive termination of provisions, or sections hereof and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or section had not been contained herein. In case any agreement or obligation contained in this Agreement be held to be in violation of law, then such agreement or obligation shall be deemed to be independent covenants. (f) If any term the agreement or provision obligation of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceableGuarantor, as the remainder of this Agreementcase may be, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest full extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof4. No waiver set-off, claim, reduction, or diminution of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation obligation or defense of any litigation kind or nature, which Guarantor or Borrower has or may have against Bank, shall be available hereunder to Guarantor against Bank. 5. No act of commission or omission of any kind or at any time on the part of Bank in respect of any matter whatsoever shall in any way effect or impair this Agreement. This Agreement is in addition to and no in substitution for or discharge of any other legal actionsuretyship held by Bank. 6. This Agreement shall be construed and enforced in accordance with, whether by and the rights of the parties shall be governed by, the laws of the State of Tennessee. The invalidity or against the Companyunenforceability of any one or more phrases, sentences, clauses, or any Director, officer, stockholder, provisions in this Agreement shall not affect the validity or any other person affiliated with enforceability of the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section remaining portions of this Agreement is hereby incorporated into or any part thereof. 7. This Agreement shall bind Guarantor and Guarantor's successors and assigns and the Operative Provisions benefits hereof shall inure to its successors and assigns. Bank may, without any notice whatsoever to Guarantor, sell, assign, or transfer all or any part of the Obligations, and in that event each and every immediate and successive assignee, transferee, or holder of all or any part of the Obligations shall have the right to enforce this Agreement, by suit or otherwise, for the benefit of such assignee, transferee, or holder, as fully as though such assignee, transferee, or holder were herein by name given such rights, powers, and benefits; provided, however, that Bank shall have an unimpaired right, prior and superior to that of any assignee, transferee, or holder, to enforce this Agreement for the benefit of Bank as to so much of the Obligation that Bank has not sold, assigned, or transferred.

Miscellaneous. (a) This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be binding upon an original, but all of which together shall constitute one and the same instrument. This Agreement shall inure to the benefit of the Company, its successorsof, and assigns be binding upon, the parties hereto and may not be assigned by Executivetheir respective successors and assigns. (b) Any person into which the Seller may be merged or consolidated or any person resulting from a merger or consolidation involving the Seller or any person succeeding to the business of the Seller shall be considered the successor of the Seller hereunder, without the further act or consent of either party. Except as provided in Section 15 and the preceding sentence, this Agreement may not be assigned, pledged or hypothecated by any party without the written consent of each other party to this Agreement. (c) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, agreements and understandings relating to the subject matter hereof. This Neither this Agreement nor any term hereof may be amended changed, waived, discharged or terminated orally, but only by a an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. (d) Any notices or other communications required or permitted hereunder The Depositor shall be in writing immediately effect the redelivery of the Mortgage Loans and all Mortgage Loan Documents and any security interest created by Section 8 hereof shall be deemed effective when delivered in person or, if mailedto have been released if, on the date Closing Date, any of deposit in the mails, postage prepaid, to the other party at the respective address of such party conditions set forth herein or to such other address as in Section 7 hereof shall not have been specified in writing by either party to the other in accordance herewithsatisfied or waived. (e) The provisions It is the express intent of Sections 4(a)the parties hereto that the conveyances of the Mortgage Loans by the Seller to the Depositor as contemplated by this Agreement be construed as a sale of the Mortgage Loans by the Seller to the Depositor. It is, 4(dfurther, not the intention of the parties that such conveyances be deemed a pledge of the Mortgage Loans by the Seller to the Depositor or any assignee of the Depositor, including, but not limited to, the Indenture Trustee, to secure a debt or other obligation of the Seller. Nevertheless, if, notwithstanding the intent of the parties, the Mortgage Loans are held to be property of the Seller then (i) and 6 this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the Delaware Uniform Commercial Code and the Uniform Commercial Code of any other provisions state as necessary; (ii) the conveyances provided for herein shall be deemed to be an assignment and a grant by the Seller to the Depositor of this Agreement which by their terms contemplate survival a security interest in all of the termination Seller’s right, title and interest in and to the Mortgage Loans, all insurance policies and proceeds thereof relating to the Mortgage Loans, all amounts payable by the holder of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities, or other property, including, without limitation, all amounts from time to time held or invested in the Custodial Account, the Collection Account, the Note Payment Account, the Certificate Distribution Account or any other account established under the Transfer and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Depositor or its agents of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or tangible chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 8.9A-313 of the Delaware Uniform Commercial Code; and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Depositor shall, to the extent consistent with this Agreement, shall survive termination take such actions as may be necessary to ensure that, if this Agreement is deemed to create a security interest in the Mortgage Loans, such security interest will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and be deemed to be independent covenantsthe Transfer and Servicing Agreement. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, The Seller shall not be affected therebyfile any involuntary petition or otherwise institute any bankruptcy, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay reorganization, arrangement, insolvency or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation liquidation proceedings or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation proceedings under any federal or defense of any litigation state bankruptcy or other legal action, whether by or similar law against the Company, or Depositor so long as any Director, officer, stockholder, or any other person affiliated with debt instrument issued by the Company in any jurisdiction. The Company shall pay or cause to be paid Issuer is outstanding and shall be solely responsible for any one year and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)one day thereafter. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by all parties hereto and, if required by the 1940 Act, by a vote of a majority of the outstanding voting securities of any Fund thereby affected. (b) No amendment to this Agreement or the termination of this Agreement with respect to the Fund shall affect this Agreement as it pertains to any other Fund, nor shall any such amendment require the vote of the shareholders of any other Fund. (c) No party to this Agreement shall be liable to any other party for consequential damages under any provision of this Agreement. (d) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (be) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) This Agreement may be executed by the parties hereto in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (g) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by the Adviser and Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive Section headings in this Agreement are included for convenience only and are not to be required used to incur any legal fees construe or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under interpret this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section Notices, requests, instructions and communications received by the parties at its respective principal places of this Agreement is hereby incorporated into the Operative Provisions business, or at such other address as a party may have designated in writing, shall be deemed to have been properly given. (j) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of the Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (k) No affiliated person, employee, agent, director, officer or portfolio manager of either Adviser shall be liable at law or in equity for the Adviser’s obligations under this Agreement. (l) The terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person,” “control” and “

Miscellaneous. (a) This Agreement The failure of Landlord or Tenant to insist upon prompt and strict performance of any of the terms, conditions or undertakings of this Lease, or to exercise any right herein conferred, in any one or more instances, shall not be construed as a waiver of the same or any other term, condition, undertaking, right or option. The terms, covenants, agreements, conditions and undertakings contained herein shall be binding upon and shall inure to the benefit of the Companyheirs, its successors, successors in interest and assigns of the parties hereto. Where more than one party shall be Landlord under this Lease, the word “Landlord” whenever used in this Lease shall include all Landlords jointly and may not be assigned by Executive. (b) severally. This Agreement Lease contains the entire agreement of between the parties hereto and supersedes all prior no representations, inducements, promises or concurrent agreements, whether oral or writtenotherwise, relating entered into prior to the subject matter hereofexecution of this Lease, will alter the covenants, agreements and undertakings herein set forth. This Agreement may Lease shall not be amended only modified in any manner, except by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be an instrument in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing executed by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) all parties. If any term or provision of this Agreement Lease or its the application thereof to any person or circumstance is shall, to any extent extent, be invalid or unenforceable, the remainder of this AgreementLease, 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 not be affected thereby, thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. (g) No delay . The terms and provisions of this Lease shall not be construed against or omission to exercise any right, power or remedy accruing to any in favor of a party hereto merely because such party or its counsel is the draftsman of this Lease. All of the terms and words used in this Lease, regardless of the number and gender in which they were used, shall impair be deemed and construed to include any such rightother number (singular and plural), power and any other gender (masculine, feminine or remedy neuter), as the context or sense of this Lease or any paragraph or clause hereof may require, the same as if the words had been fully and properly written in the number and gender. Tenant and Landlord each warrant and represent that the party signing this Lease on behalf of each has authority to enter into this Lease and to bind ▇▇▇▇▇▇ and Landlord, respectively, to the terms, covenants and conditions contained herein. Article or Section headings or captions contained herein are provided for convenience purposes only and shall not be considered in any way in connection with the construction of the substantive terms and provisions of this Lease. This Lease shall be governed by and construed and enforced in accordance with the internal substantive laws of the state in which the Premises is located. Nothing contained in this Lease shall be construed to be create a waiver partnership, joint venture or relationship of or an acquiescence to any breach hereofprincipal and agent between Landlord and Tenant. No waiver of any breach provision of this Agreement Lease shall be deemed construed to be a waiver of confer any rights or remedies upon any party other breach of this Agreement theretofore or thereafter occurringthan Landlord and Tenant. Any waiver of any provision hereof Landlord and ▇▇▇▇▇▇ agree that neither ▇▇▇▇▇▇▇▇ nor ▇▇▇▇▇▇, nor their respective successors and assigns, shall be effective only liable for any consequential, special, indirect, incidental, punitive or exemplary damages for any acts or failure to act under this Lease, except to the extent specifically expressly set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoArticle 31. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (aA) This Amendment may be executed in any number of counterparts (including by facsimile or email), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile or scanned signature and that it accepts the facsimile or scanned signature of each other party. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof or thereof. Whenever the context and construction so require, all words herein in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. The use of the word “including” in this Amendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive. (B) This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the Borrowers and Administrative Agent. This Amendment shall be considered part of the Agreement and shall be a Note Purchase Document for all purposes under the Agreement and other Note Purchase Documents. (C) This Amendment, the Agreement and the Note Purchase Documents constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, and shall be binding upon and inure to the benefit of the Company, its successors, successors and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether thereto. There are no unwritten oral or written, relating agreements between the parties with respect to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughthereof and thereof. (cD) THIS AGREEMENT AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESAGREEMENT. (dE) Any notices Neither the Parent nor any Borrower may assign, delegate or other communications required transfer this Amendment or permitted hereunder any of their rights or obligations hereunder. No rights are intended to be created under this Amendment for the benefit of any third party donee, creditor or incidental beneficiary of the Borrowers or any Company Party. Nothing contained in this Amendment shall be construed as a delegation to Administrative Agent or Noteholders of the Borrowers or any Company Party’s duty of performance, including any duties under any account or contract in writing and which Administrative Agent or Noteholders have a security interest or lien. This Amendment shall be deemed effective when delivered in person orbinding upon the Borrowers, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the Parent and their respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithsuccessors and assigns. (eF) The provisions of Sections 4(a), 4(d) All representations and 6 warranties made in this Amendment shall survive the execution and the other provisions delivery of this Agreement which Amendment and no investigation by their terms contemplate survival Administrative Agent or Noteholders shall affect such representations or warranties or the right of the termination of this Agreement, shall survive termination of this Agreement and be deemed Administrative Agent or Noteholders to be independent covenantsrely upon them. (fG) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceableTHE BORROWERS AND THE PARENT ACKNOWLEDGE THAT SUCH PERSON’S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, the remainder of this AgreementSETOFF, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceableCOUNTERCLAIM, shall not be affected therebyDEFENSE, and each term and provision shall be valid and enforced to the fullest extent permitted by lawOFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ADMINISTRATIVE AGENT OR ANY NOTEHOLDER. THE BORROWERS AND THE PARENT HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE ADMINISTRATIVE AGENT AND EACH NOTEHOLDER AND THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER NOTE PURCHASE DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements; understandings, representations and warranties, both written and oral, between the parties with respect to the subject matter hereof, including, without limitation, a certain non-binding letter dated August 31, 1999 of Parent to Company proposing terms for the transactions contemplated by the Merger Agreement and this Agreement. (b) The Stockholder agrees that this Agreement and the respective rights and obligations of the Stockholder hereunder shall attach to all Owned Shares. (c) Except as provided below, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. In the event any legal proceeding is commenced by any party to this Agreement to enforce or recover damages for any breach of the provisions hereof, the prevailing party in such legal proceeding will be entitled to recover in such legal proceeding from the losing party such prevailing party's costs and expenses incurred in connection with such legal proceeding, including reasonable attorneys' fees. The provisions of this Section 10(c) will survive the Closing hereunder. (d) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Company, its parties and their respective successors, personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees and assigns permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party (whether by operation of law or otherwise) without the prior written consent of the other party; provided, that Purchaser may assign their rights and obligations hereunder to any assignee of Purchaser's rights and obligations under the Merger Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. (e) This Agreement may not be assigned amended, changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Executiveeach of the parties hereto. The parties may waive compliance by the other parties hereto with any representation, agreement or condition otherwise required to be complied with by such other party hereunder, but any such waiver shall be effective only if in writing executed by the waiving party. (bf) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. All notices (cwhich term shall include any other communications) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder to be given under this Agreement or in connection with the matters contemplated by this Agreement shall be in writing and shall be deemed to have been duly given to the intended party (i) when personally delivered, or (ii) upon receipt if sent by reputable overnight courier service. Any party to this Agreement may notify any other party of any changes to the address or any of the other details specified in this paragraph, provided that such notification shall only be effective when delivered in person or, if mailed, on the date specified in such notice or three (3) business days after the notice is given, whichever is later. All notices required to be given under this Agreement shall be sent to the party using the addresses specified below: If to Parent or Purchaser: Ried▇▇▇ ▇▇▇poration 45 E▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Jame▇ ▇. ▇▇▇▇▇▇▇, ▇▇esident with a copy to: Wood▇, ▇▇iatt, Gilman, Stur▇▇▇ & ▇lar▇▇, ▇▇P 700 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Harr▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇q. If to the Stockholder: To the address indicated at the foot of deposit this Agreement with a copy to: Choa▇▇, ▇▇ll & ▇tew▇▇▇ One ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Harr▇ ▇. ▇▇▇▇▇▇, ▇▇I, Esq. Rudm▇▇ & ▇inc▇▇▇▇, ▇▇C 84 H▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: Gera▇▇ ▇. ▇▇▇▇▇▇, ▇▇q. (g) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent (h) Each of the parties hereto acknowledges and agrees that in the mails, postage prepaid, to event that any of the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which were not performed in accordance with their specific terms or were otherwise breached, each non-breaching party would be irreparably and immediately harmed and could not be made whole by their terms contemplate survival monetary damages. Accordingly, it is agreed that the parties hereto (i) shall be entitled to an injunction or injunctions to prevent breaches of the termination this Agreement and to compel specific performance of this Agreement, shall survive termination this being in addition to any other remedy to which they are entitled at law or in equity, and (ii) will waive, in any proceeding for specific performance, the defense of this Agreement and be deemed adequacy of a remedy at law. Each of the parties further agrees to be independent covenantswaive any requirement for the securing or posting of any bond or other security in connection with any proceeding for specific performance. (fi) If any term or provision of All rights, powers and remedies provided under this Agreement or its application to otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any person or circumstance is to thereof by any extent invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, party shall not be affected therebypreclude the simultaneous or later exercise of any other such right, and each term and provision shall be valid and enforced to the fullest extent permitted power or remedy by law. (g) No delay or omission such party. The failure of any party hereto to exercise any right, power or remedy accruing provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall impair not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. (j) This Agreement shall be governed and construed in accordance with the Maine Business Corporations Act (the "MBCA"), where applicable, and otherwise with the laws of the State of New York without giving effect to be a waiver the principles of conflicts of law thereof or an acquiescence to any breach hereof. No waiver of any breach other jurisdiction. (k) This Agreement may be executed in counterparts, each of this Agreement which shall be deemed to be a waiver an original, but all of which, taken together, shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required. (l) Any legal action or proceeding with respect to this Agreement or any matters arising out of or in connection with this Agreement or otherwise, and any action for enforcement of any other breach judgment in respect thereof shall be brought exclusively in the courts of the State of New York or of the United States of America for the Western District of New York or the state or federal courts located in the State of Maine, to the (m) Each of the Stockholder, Parent and Purchaser each hereby irrevocably waives any objection which he or she may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only otherwise brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent specifically set forth permitted by applicable law, not to plead or claim in the applicable writing. All remedies afforded under this Agreement to any party heretosuch court, by law way of motion, as a defense, counterclaim or otherwise, shall be cumulative and not alternative and shall not preclude assertion by in any party hereto of any other rights action or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required proceeding with respect to incur any legal fees or disbursements associated with this Agreement, (i) any claim that he or she is not personally subject to the interpretation jurisdiction of the above-named courts, (ii) that he or she or his or her property is exempt or immune from jurisdiction of any provision insuch court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or obtaining otherwise), (iii) that the proceeding in any such court is brought in an inconvenient forum, (iv) that the venue of any right such proceeding is improper or benefit under (v) that this Agreement, or (ii) the enforcement of his rights under this Agreementsubject matter hereof, including, without limitation may not be enforced in or by litigation or other legal action, because such court. Nothing herein shall affect the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense right of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or party hereto to serve process in any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred manner permitted by Executive under this Section 8(h)law. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon deemed a contract made under, and inure for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the benefit jurisdiction of the Company, its successorsCourts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and assigns and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be assigned brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by Executivesuch courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) This If any provision of this Agreement contains or the entire agreement application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the parties hereto provisions not held invalid or unenforceable and supersedes all prior the application of such provisions to persons or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by circumstances other than the party against whom enforcement as to which it is soughtheld invalid, and the remainder of this Agreement, shall not be affected. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThis Agreement may be executed in one or more counterparts, RULES OR PRINCIPLESeach of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) Any notices All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or other communications required or permitted hereunder reference shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithderived therefrom. (e) The provisions obligations of Sections 4(a), 4(d) and 6 and the other provisions of Stockholder set forth in this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected therebyeffective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, ▇▇▇▇▇▇ and Merger Sub, and each term the parties agree that there is not and provision shall be valid and enforced has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically matters set forth in the applicable writingherein. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.[Signature page follows]

Miscellaneous. (a) The Distributor shall not be liable to the Funds and the Funds shall not be liable to the Distributor for consequential damages under any provision of this Agreement except that Distributor Claims, as that term is used in Section 8(a) of this Agreement, shall include consequential damages related to, arising out of or based upon any filing made with the regulatory authorities of any State. (b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by the Distributor and the Funds. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto Distributor and the Funds and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of this Agreementthe parties shall be construed and enforced as if the Agreement did not contain the particular part, or the application of such term or provision held to persons be illegal or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawinvalid. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is the intent No affiliated person, employee, agent, officer or director of the Company that Executive not Distributor shall be required to incur any legal fees liable at law or disbursements associated with (i) in equity for the interpretation of any provision in, or obtaining of any right or benefit Distributor's obligations under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section A Fund shall be liable to the Distributor only with respect to those series and Classes of the Fund and the Distributor shall look solely to the Fund to satisfy any liability of a series or Class thereof to the Distributor. (j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement is hereby incorporated into on behalf of the Operative Provisions party indicated and that their signature will bind the party indicated to the terms hereof. (k) The terms "vote of this Agreementa majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. a. The validity of this Agreement is subject to the truth and accuracy of all the information, representations, and materials submitted or provided by the Recipient in this Agreement, in any later submission or response to a Division request, or in any submission or response to fulfill the requirements of this Agreement. All of said information, representations, and materials is incorporated by reference. The inaccuracy of the submissions or any material changes will, at the option of the Division and with thirty (a30) days written notice to the Recipient, cause the termination of this Agreement and the release of the Division from all its obligations to the Recipient. b. This Agreement shall must be binding upon construed under the laws of the State of Florida, and inure venue for any actions arising out of this Agreement will be in the Circuit Court of ▇▇▇▇ County. If any provision of this Agreement is in conflict with any applicable statute or rule, or is unenforceable, then the provision is null and void to the benefit extent of the Company, its successorsconflict, and assigns is severable, but does not invalidate any other provision of this Agreement. c. Any power of approval or disapproval granted to the Division under the terms of this Agreement will survive the term of this Agreement. d. This Agreement may be executed in any number of counterparts, any one of which may be taken as an original. e. The Recipient agrees to comply with the Americans With Disabilities Act (Public Law 101-336, 42 U.S.C. Section 12101 et seq.), which prohibits discrimination by public and private entities on the basis of disability in employment, public accommodations, transportation, State and local government services, and telecommunications. f. The Recipient must comply with any Statement of Assurances incorporated as Attachment D. g. Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not be assigned by Executivetransact business with any public entity in excess of $25,000.00 for a period of thirty-six (36) months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. (b) h. The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature, and subject to any modification in accordance with Chapter 216, Florida Statutes, or the Florida Constitution. i. All bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper pre-audit and post-audit thereof. j. Any bills for travel expenses must be submitted in accordance with section 112.061, Florida Statutes. k. This Agreement Agreement, upon execution, contains the entire agreement of the parties hereto and supersedes all no prior written or concurrent agreementsoral agreement, whether oral express or writtenimplied, relating shall be admissible to contradict the subject matter hereof. provisions of this Agreement. l. This Agreement may not be amended only modified except by a writing signed formal written amendment executed by both of the party against whom enforcement is soughtparties. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on m. If the date Recipient is allowed to temporarily invest any advances of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit funds under this Agreement, or (ii) they must use the enforcement of his rights under this Agreement, including, without limitation by litigation interest earned or other legal action, because the cost and expense thereof would substantially detract from the benefits proceeds of these investments only to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense cover expenditures incurred in accordance with section 603 of the Company Social Security Act and the Guidance on eligible expenses. If a government deposits Fiscal Recovery Fund payments in a government’s general account, it may use those funds to meet immediate cash management needs provided that the full amount of the payment is used to cover necessary expenditures. Fund payments are not subject to the Cash Management Improvement Act of 1990, as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdictionamended. The Company State of Florida will not intentionally award publicly-funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) [Section 274A(e) of the Immigration and Nationality Act (“INA”)]. The Division shall pay or cause to consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation by the Recipient of the employment provisions contained in Section 274A(e) of the INA will be paid and shall be solely responsible grounds for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section unilateral cancellation of this Agreement by the Division. n. The Recipient is hereby incorporated into subject to Florida’s Government in the Operative Provisions Sunshine Law (section 286.011, Florida Statutes) with respect to the meetings of the Recipient’s governing board or the meetings of any subcommittee making recommendations to the governing board. All of these meetings must be publicly noticed, open to the public, and the minutes of all the meetings will be public records, available to the public in accordance with Chapter 119, Florida Statutes. o. All expenditures of state or federal financial assistance must be in compliance with the laws, rules and regulations applicable to expenditures of State funds, including but not limited to, the Reference Guide for State Expenditures. p. In accordance with section 215.971(1)(d), Florida Statutes, the Recipient may expend funds authorized by this AgreementAgreement only for allowable costs resulting from obligations incurred during the specific agreement period. q. Any balances of unobligated cash that have been advanced or paid that are not authorized to be retained for direct program costs in a subsequent period must be refunded to the Secretary. r. If the purchase of the asset was consistent with the limitations on the eligible use of Fiscal Recovery Funds provided by ARPA and Treasury Guidance, the Recipient may retain the asset. If such assets are disposed of prior to December 31, 2024, the proceeds would be subject to the restrictions on the eligible use of Fiscal Recovery Funds provided by ARPA.

Miscellaneous. (a) This Agreement All pronouns and any variations thereof used herein shall be binding upon and inure deemed to refer to the benefit masculine, feminine, impersonal, singular or plural, as the identity of the Company, its successors, and assigns and person or persons may not be assigned by Executiverequire. (b) This Subscription Agreement contains constitutes the legal, valid and binding obligation of the undersigned enforceable in accordance with its terms this Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Nevada, as such laws are applied by Nevada courts to agreements entered into and to be performed in Nevada and between residents of Nevada, and shall be binding upon the Subscriber, the Subscriber's heirs, estate, legal representatives, successors and assigns. If any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. (c) This Subscription Agreement constitutes the entire agreement of between the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating with respect to the subject matter hereof. This Agreement hereof and may be amended only by a writing signed executed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESboth parties hereto. (d) Any notices or other communications required or permitted hereunder Except as set forth herein, neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged, terminated, revoked or canceled except by an instrument in writing and shall be deemed effective when delivered in person orsigned by the party effecting the same against whom any change, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein discharge or to such other address as shall have been specified in writing by either party to the other in accordance herewithtermination is sought. (e) The provisions Offering may be withdrawn at any time prior to the issuance of Sections 4(a)Shares to prospective Subscribers. Further, 4(d) in connection with the offer and 6 and the other provisions of this Agreement which by their terms contemplate survival sale of the termination Shares, the Company reserves the right, in its sole discretion, to reject any subscription in whole or in part or to allot to any prospective subscriber fewer than the Shares applied for by such subscriber. The Shares are offered by the Company subject to prior sale, acceptance of this Agreementan offer to purchase, shall survive termination withdrawal, cancellation or modification of this Agreement and be deemed to be independent covenantsthe offer, without notice. (f) If This Subscription Agreement does not constitute an offer to sell or a solicitation of any term offer to buy any securities offered hereby by anyone in any jurisdiction in which such offer or provision of this Agreement solicitation is not qualified to do so or its application to any person or circumstance is anyone to any extent invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which whom it is held invalid unlawful to make such offer or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawsolicitation. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (aA) This No waiver of any provision, right or remedy contained in this Agreement, including the terms of this Section 11(A), is binding on or effective against a party unless expressly stated in writing and signed by such party’s authorized representative. Each party agrees that no right or remedy provided for in this Agreement shall can be binding upon waived through course of dealing, course of performance, or trade usage and inure that reliance on any waiver without the other party’s written consent is unreasonable. Waiver of any breach will be limited to the benefit specific breach so waived and will not be construed as a waiver of any subsequent breach. A party’s approval or consent to any action proposed by the other will not be considered an agreement to the propriety, fitness, or usefulness of the Company, its successorsproposed action, and assigns will not affect the proposing party’s obligation to strictly comply with this Agreement and may not be assigned by Executiveall related Orders. (bB) This Buyer may not assign this Agreement contains or any rights or obligations hereunder without Seller’s prior written consent. Any attempted assignment in violation of this Section is void; however, this Agreement and the entire agreement Terms and Conditions of the parties hereto Sale contained herein are enforceable against ▇▇▇▇▇’s successors and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtpermitted assigns. (cC) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSSeller’s remedies in this Agreement are cumulative and in addition to any other remedies available to Seller, RULES OR PRINCIPLESwhether at law, equity, or otherwise. (dD) If any provision or part of a provision contained in this Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of the Agreement will remain in full force and effect. (E) Each party is an independent contractor with respect to this Agreement and not an agent or employee of the other party. (F) Any notices notice, request, demand, or other communications communication from one party to the other required or permitted hereunder shall to be in writing given under this Agreement will be sent to the address for each party indicated on the applicable Order and shall be deemed effective when (i) delivered in person or, if mailed, person; (ii) sent by overnight service (signature required); or (iii) sent via email with confirmation of delivery. All notices will be effect on the date of deposit in the mails, postage prepaid, receipt. Parties may change such notice addresses upon written notice to the other party at party. In the respective address case of such party set forth herein or notice to such other address as shall have been specified in writing by either party to the other in accordance herewith.Seller, please also send a copy to: (eG) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or No provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall may be construed to be a waiver of or an acquiescence to any breach hereofagainst either party as the drafting party. No waiver of any breach The English language version of this Agreement shall be deemed to be a waiver of will govern over any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretotranslations. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) Except as set forth herein, nothing contained in this Amendment shall be deemed to amend or modify in any respect the terms of the Existing Lease and such terms shall remain in full force and effect as modified hereby. If there is any inconsistency between the terms of this Amendment and the terms of the Existing Lease, the terms of this Amendment shall be controlling and prevail. (b) This Agreement Amendment contains the entire agreement of the parties with respect to its subject matter and all prior negotiations, discussions, representations, agreements and understandings heretofore had among the parties with respect thereto are merged herein. (c) This Amendment may be executed in duplicate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. (d) This Amendment shall not be binding upon Landlord or Tenant unless and until each party shall have received a fully executed counterpart of this Amendment. (e) This Amendment shall be binding upon and inure to the benefit of the Company, its successors, Landlord and assigns Tenant and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto their successors and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsassigns. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision This Amendment shall be valid and enforced governed by the laws of the State of New York without giving effect to the fullest extent permitted by lawconflict of laws principles thereof. (g) No delay or omission to exercise any rightThe captions, power or remedy accruing to any party hereto shall impair any such rightheadings, power or remedy or shall be construed to be a waiver and titles in this Amendment are solely for convenience of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative reference and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoaffect its interpretation. (h) It is The liability of Landlord for Landlord’s obligations under this Amendment shall be limited to Landlord’s interest in the intent Building and Tenant shall not look to any other property or assets of Landlord or the Company that Executive not be required to incur any legal fees property or disbursements associated with (i) the interpretation assets of any provision indirect or indirect partner, or obtaining of any right or benefit under this Agreementmember, or (ii) the enforcement of his rights under this Agreementmanager, includingshareholder, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Directordirector, officer, stockholderprincipal, employee or any other person affiliated with agent of Landlord (collectively, the Company “Parties”) in any jurisdiction. The Company shall pay seeking either to enforce Landlord’s obligations under this Amendment or cause to be paid satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Parties shall be solely responsible personally liable for any and all reasonable attorneys' and related fees and expenses incurred by Executive the performance of Landlord’s obligations under this Section 8(h)Amendment. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) 15.1. This Agreement Contract shall be binding upon and inure to the benefit of the Company, its successors, assigns, personal representatives, and assigns heirs of the respective parties hereto, and may the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be assigned unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or Affiliate by Executiveassignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder. (b) 15.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract. 15.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. 15.4. This Agreement contains the entire agreement of Contract sets forth all understandings between the parties hereto respecting each transaction subject hereto, and supersedes all any prior or concurrent agreementscontracts, understandings and representations, whether oral or written, relating to the subject matter hereofsuch transactions are merged into and superseded by this Contract and any effective transaction(s). This Agreement Contract may be amended only by a writing signed executed by both parties. 15.5. The interpretation and performance of this Contract shall be governed by the party against whom enforcement is soughtlaws of the jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS15.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, RULES OR PRINCIPLESrules, orders and regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof. 15.7. There is no third party beneficiary to this Contract. 15.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby. 15.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the parties and shall not be used to construe or interpret the provisions of this Contract. 15.10. Unless the parties have elected on the Base Contract not to make this Section 15.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (dother than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) Any notices except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory agency’s reporting requirements including but not limited to gas cost recovery proceedings; or (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other communications required party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or permitted limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be in writing kept confidential by the parties hereto for one year from the expiration of the transaction. In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall be deemed effective when delivered cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party. 15.11. The parties may agree to dispute resolution procedures in person or, if mailed, on the date of deposit in the mails, postage prepaid, Special Provisions attached to the other party at the respective address of such party set forth herein Base Contract or to such other address as shall have been specified in a Transaction Confirmation executed in writing by either party both parties 15.12. Any original executed Base Contract, Transaction Confirmation or other related document may be digitally copied, photocopied, or stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if introduced as evidence in automated facsimile form, the recording, if introduced as evidence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and documentary form. Neither Party shall object to the other provisions of this Agreement which by their terms contemplate survival admissibility of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceablerecording, the remainder of this AgreementTransaction Confirmation, or the application of Imaged Agreement on the basis that such term were not originated or provision to persons or circumstances other than those as to which it is held invalid or unenforceablemaintained in documentary form. However, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or nothing herein shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be as a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only objection to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto admissibility of any other rights or the seeking of any other rights or remedies against any other party heretosuch evidence. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (aA) This Amendment may be executed in any number of counterparts (including by facsimile or email), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Whenever the context and construction so require, all words herein in the singular number herein shall be deemed to have been used in the plural, and vice versa. The use of the word “including” in this Amendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive. (B) This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the Borrowers and Administrative Agent. This Amendment shall be considered part of the Agreement and shall be a Note Purchase Document for all purposes under the Agreement and other Note Purchase Documents. (C) This Amendment, the Agreement and the Note Purchase Documents constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, and shall be binding upon and inure to the benefit of the Company, its successors, successors and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether thereto. There are no unwritten oral or written, relating agreements between the parties with respect to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughthereof and thereof. (cD) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder This Amendment and the rights and obligations of the parties under this Amendment shall be in writing governed by and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other construed and interpreted in accordance herewith. (e) The with the choice of law provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, and shall be cumulative subject to the waiver of jury trial and not alternative and shall not preclude assertion by any party hereto notice provisions of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (hE) It is Neither the intent Parent nor any Borrower may assign, delegate or transfer this Amendment or any of their rights or obligations hereunder. No rights are intended to be created under this Amendment for the benefit of any third party donee, creditor or incidental beneficiary of the Borrowers or any Company that Executive not Party. Nothing contained in this Amendment shall be required construed as a delegation to incur Administrative Agent or Noteholders of the Borrowers or any legal fees Company Party’s duty of performance, including any duties under any account or disbursements associated with (i) contract in which Administrative Agent or Noteholders have a security interest or lien. This Amendment shall be binding upon the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. AccordinglyBorrowers, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid Parent and shall be solely responsible for any their respective successors and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)assigns. (iF) The Background section All representations and warranties made in this Amendment shall survive the execution and delivery of this Agreement is hereby incorporated into Amendment and no investigation by Administrative Agent or Noteholders shall affect such representations or warranties or the Operative Provisions right of this AgreementAdministrative Agent or Noteholders to rely upon them. (G) THE BORROWERS AND THE PARENT ACKNOWLEDGE THAT SUCH PERSON’S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ADMINISTRATIVE AGENT OR ANY NOTEHOLDER. THE BORROWERS AND THE PARENT HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE ADMINISTRATIVE AGENT AND EACH NOTEHOLDER AND THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER NOTE PURCHASE DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

Miscellaneous. (a) A. This Agreement FAA shall be binding governed by, and interpreted in accordance with, Federal law not the law of any state or locality. To the extent that a court looks to the laws of any state to determine or define the Federal law, it is the intention of the parties to this FAA that such court shall look only to the laws of the State of New York without regard to the rules of conflicts of laws. B. This FAA is not a Federal procurement contract and is therefore not subject to the provisions of the Federal Property and Administrative Services Act (41 U.S.C. §§ 251-260), the Federal Acquisition Regulations (48 CFR Chapter 1), or any other Federal procurement law. C. Any provision of this FAA that is determined to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this FAA, and no such prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other jurisdiction. D. Failure on the part of the Treasury to insist upon strict compliance with any of the terms hereof shall not be deemed a waiver, nor will any waiver hereunder at any time be deemed a waiver at any other time. No waiver will be valid unless in writing and signed by an authorized officer of the Treasury. No failure by the Treasury to exercise any right, remedy, or power hereunder will operate as a waiver thereof. The rights, remedies, and powers provided herein are cumulative and not exhaustive of any rights, remedies, and powers provided by law. E. This FAA shall inure to the benefit of and be binding upon the Companyparties to this FAA. No other person or entity will have any right or obligation hereunder, its successors, and assigns and may not be assigned except for successor financial agents accepted by Executivethe Treasury. F. This FAA may be executed in two or more counterparts (b) and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. G. This Agreement contains FAA and the attached Exhibits constitute the entire agreement of between the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtparties. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon on and shall inure to the benefit of the Company, its successors, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceableLoan Parties, the remainder of this AgreementAdministrative Agent, 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 not be affected thereby, Lenders and each term their respective successors and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereofassigns. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company undersigned Lenders that Executive not any third party acquiring any such Lender’s rights and obligations under the Credit Agreement shall, with respect to such Lender’s portion of the Loan, be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision insubject to, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordinglybound by, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement terms and conditions of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid terms and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section provisions of this Agreement is are for the purpose of defining the relative rights and obligations of the Loan Parties, the Administrative Agent, the Issuing Bank and the Lenders with respect to the transactions contemplated hereby incorporated into and there shall be no third party beneficiaries of any of the Operative Provisions terms and provisions of this Agreement. (b) Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. (c) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. (d) Except as otherwise expressly provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in the Loan Documents, the provision contained in this Agreement shall govern and control. (e) This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed counterpart of this Agreement by telecopy or other electronic means shall be effective as an original. (f) This Agreement does not represent a commitment by the Lenders and/or the Administrative Agent to make any new loans, restructure the Obligations or grant or extend any financial accommodations to the Loan Parties, except for the agreements expressly set forth herein.

Miscellaneous. (a) a. This Agreement shall be binding upon and inure to governed by the benefit laws of the CompanyState of North Dakota, its successorsprovided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, and assigns and may not be assigned by Executivethe Advisers Act, or rules or orders of the SEC thereunder. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) b. The provisions of Sections 4(a), 4(d) and 6 and the other provisions captions of this Agreement which by their terms contemplate survival are included for convenience only and in no way define or limit any of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsprovisions hereof or otherwise affect their construction or effect. (f) c. If any term or provision of this Agreement shall be held or its application to any person made invalid by a court decision, statute, rule or circumstance is to any extent invalid or unenforceableotherwise, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not be affected therebyhereby and, and each term and provision shall be valid and enforced to this extent, the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach provisions of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof severable. d. Nothing herein shall be effective only construed as constituting the Adviser as an agent of the Trust or the Fund e. The names "Integrity Managed Portfolios" and "Trustees of Integrity Managed Portfolios" refer respectively to the extent specifically set forth in Trust created and the applicable writing. All remedies afforded under this Agreement to any party heretoTrustees, by law as trustees but not individually or otherwisepersonally, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive acting from time to time under a Declaration of Trust dated August 10, 1990, to retain counsel which reference is hereby made and a copy of his choice, such Declaration of Trust is on file at the expense office of the Company Secretary of the Commonwealth of Massachusetts and elsewhere as hereafter providedrequired by law, and to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' amendments thereto so filed or hereafter filed. The obligations of "Integrity Managed Portfolios" entered into in the name or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and related fees are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and expenses incurred by Executive under this Section 8(h)all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust belonging to such series or class for the enforcement of any claims against the Trust. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (aA) This Amendment may be executed in any number of counterparts (including by facsimile or email), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile or scanned signature and that it accepts the facsimile or scanned signature of each other party. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof or thereof. The use of the word “including” in this Amendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive. (B) This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of the parties hereto. This Amendment shall be considered part of the Agreement and shall be a Transaction Document for all purposes. (C) This Amendment, the Agreement and the Transaction Documents constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, and shall be binding upon and inure to the benefit of the Company, its successors, successors and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether thereto. There are no unwritten oral or written, relating agreements between the parties with respect to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughthereof and thereof. (cD) THIS AGREEMENT AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESAGREEMENT. (dE) Any notices ABGL may not assign, delegate or other communications required transfer this Amendment or permitted hereunder any of its rights or obligations hereunder. No rights are intended to be created under this Amendment for the benefit of any third-party donee, creditor or incidental beneficiary. Nothing contained in this Amendment shall be construed as a delegation to Agent or the Purchaser of ABGL’s duty of performance, including any duties under any account or contract in writing and which the Agent or Purchaser have a security interest or lien. This Amendment shall be deemed effective when delivered in person or, if mailed, on binding upon the date of deposit in the mails, postage prepaid, to the other party at the parties hereto and their respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithsuccessors and assigns. (eF) The provisions of Sections 4(a)ABGL ACKNOWLEDGES THAT ITS PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, 4(dSETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR PURCHASER. ABGL HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE AGENT AND PURCHASER AND THEIR RESPECTIVE PREDECESSORS, ADMINISTRATIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this AgreementFROM ALL POSSIBLE CLAIMS, shall survive termination of this Agreement and be deemed to be independent covenantsDEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH PERSON MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER TRANSACTION DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon Each of the Loan Parties hereby acknowledges and inure agrees that it has no offsets, defenses, claims, or counterclaims against the Agents, the other Credit Parties, or their respective parents, affiliates, predecessors, successors, or assigns, or their officers, directors, employees, attorneys, or representatives, with respect to the benefit Obligations, and that if any of the CompanyLoan Parties now has, its successorsor ever did have, any offsets, defenses, claims, or counterclaims against such Persons, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Amendment, all of them are hereby expressly WAIVED, and assigns and may not be assigned by Executiveeach of the Loan Parties hereby RELEASES such Persons from any liability therefor. (b) This Agreement contains Amendment may be executed in several counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. (c) This Amendment and the other Loan Documents constitute the entire agreement of contract among the parties hereto relating to the subject matter hereof and supersedes supersede any and all prior or concurrent agreementsprevious agreements and understandings, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by No prior negotiations or discussions shall limit, modify, or otherwise affect the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESprovisions hereof. (d) Any notices If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithjurisdiction. (e) The provisions Loan Parties represent and warrant that they have consulted with independent legal counsel of Sections 4(a), 4(d) their selection in connection with this Amendment and 6 and are not relying on any representations or warranties of the Agents or the other provisions of Credit Parties or their respective counsel in entering into this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsAmendment. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceableThis Amendment shall be governed by, and construed in accordance with, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent laws of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation State of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)New York. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement SECTION 3.01. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. The terms and conditions of this Supplemental Indenture shall be binding upon deemed to be incorporated in and inure made a part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of this Supplemental Indenture will control. SECTION 3.02. All agreements in this Supplemental Indenture by the Company or the Trustee shall bind their respective successors and assigns, whether so expressed or not. SECTION 3.03. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 3.04. This Supplemental Indenture may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the benefit of the Company, its successors, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating other party. Any signature to the subject matter hereof. This this Agreement may be amended only delivered by a writing signed facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act 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 to the fullest extent permitted by applicable law. Each party hereto accepts the party against whom enforcement is sought. (c) foregoing and any document received in accordance with this Section 3.04 shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. THIS AGREEMENT SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESNEW YORK. (d) Any notices or other communications required or permitted hereunder SECTION 3.05. In entering into this Supplemental Indenture, the Trustee shall be in writing entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address taken as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival a statement of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsCompany. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. 9.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 9.2 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument. 9.3 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect insofar as the foregoing can be accomplished without materially affecting the benefits anticipated by the parties to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by Applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. 9.4 This Agreement, including the attached schedules, shall be interpreted, construed, and enforced in accordance with the laws of the State of Delaware, without reference to any conflict of laws provisions thereof that would cause the application of laws of any jurisdiction other than those of the State of Delaware, and shall, to the extent applicable, be subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules, regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in accordance therewith. 9.5 The parties to this Agreement acknowledge and agree that the Fund is a Maryland corporation, and that all liabilities of the Fund arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the relevant Portfolio(s) of the Fund and that no Director, officer, agent or holder of Shares of the Fund shall be personally liable for any such liabilities. 9.6 Each party shall reasonably cooperate with each other party and all appropriate regulatory and self-regulatory authorities (aincluding without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 9.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, to which the parties hereto are entitled under Applicable Law. 9.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect. 9.9 This Agreement shall be binding upon and shall inure to the benefit of the Companyparties and their respective successors and permitted assigns; provided, its successorshowever, and assigns and that neither this Agreement nor any rights, privileges, duties or obligations of the parties may not be assigned by Executivea party without the written consent of the other parties. Any attempted assignment in violation of this Section 9.9 shall be null and void. (b) 9.10 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by all parties. 9.11 This Agreement contains Agreement, including all attachments hereto, constitutes the entire agreement of between the parties hereto with respect to the subject matter contained herein, and supersedes all prior or concurrent contemporaneous understandings and agreements, whether oral both written and oral, express or writtenimplied, relating with respect to the such subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtmatter. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be 9.12 Nothing in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of give any person or an acquiescence to entity other than the parties hereto any breach hereoflegal or equitable claim, right or remedy. No waiver of any breach of Rather, this Agreement shall be deemed is intended to be a waiver for the sole and exclusive benefit of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party parties hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation 9.13 If a party utilizes a designee or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive agent in connection with the interpretation and/or enforcement of this Agreement or any Related Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and it shall be solely responsible liable for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)the acts/omissions of that person or entity to the same extent as if it itself had acted or failed to act. 9.14 THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 9.15 ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE COMPANY, FUND PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHERS OR TO THIRD PARTIES FOR SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY AND LOST PROFITS, WHETHER ARISING OUT OF OR RESULTING FROM BREACH OF CONTRACT, TORT (iINCLUDING NEGLIGENCE) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this AgreementOR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Miscellaneous. (a) This Agreement shall be binding upon and inure to the benefit of the Company, its successorsof, and assigns be binding upon, the Company and may not be assigned by Executiveits subsidiaries and affiliates, together with their successors and assigns, and Consultant, together with his or her executors, administrators, personal representatives, heirs and legatees. (b) Any notice or request hereunder shall be in writing and shall be given by hand delivery, mail, telecopy or similar transmission addressed as set forth beside the name of each party at the end of this Agreement or to any such other address as either party may specify to the other by written notice. Such notice or request shall be deemed to have been given and received only on and after receipt by the designated individual (specifically the President, in the case of the Company), effective as of the date of such authorized recipient's actual receipt of such notice or request if received during normal business hours on a normal business day or as of the first business day after receipt if given after normal business hours or on a day other than a normal business day. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS AS THEY APPLY TO A CONTRACT EXECUTED, DELIVERED AND PERFORMED ENTIRELY IN SUCH STATE. (d) This Agreement contains the entire agreement of the parties hereto merges and supersedes all prior and contemporaneous agreements, undertakings, covenants or concurrent agreementsconditions, whether oral or written, relating express or implied, to the subject matter extent they contradict or conflict with the provisions hereof. . (e) This Agreement may be amended executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (f) This Agreement may be modified only by a written instrument signed by each of the parties hereto. No waiver shall be effective unless made in writing and signed by the party against whom enforcement is sought. (cg) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If Should any term aspect or provision of this Agreement or its application to any person or circumstance is to any extent prove invalid or unenforceableunenforceable for any reason, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not nonetheless be affected thereby, and each term and provision shall be valid and fully enforced to the fullest extent permitted by law. (g) No delay , regardless of whether the invalid or omission to exercise any right, power unenforceable aspect or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to is facially severable from the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent remainder of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon and inure Notice given pursuant to the benefit any of the Companyprovisions of this Agreement, its successorsexcept for borrowing instructions, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when mailed or delivered in person or, (a) if mailed, on the date of deposit in the mails, postage prepaid, to the other party Fund, at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party its office at American International Plaza Building, Tenth Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Avenue, San ▇▇▇▇, Puerto Rico 00918, (b) if to the other Dealer, at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Avenue, San ▇▇▇▇, Puerto Rico 00918. Any notice may be made by telex, facsimile, or telephone, but if so shall be subsequently confirmed in writing. (b) The legal fees and expenses incurred by the Fund in connection with the preparation and execution of this Dealer Agreement shall be for the account of the Fund and the legal fees and expenses incurred by the Dealer in connection with the preparation and execution of this Dealer Agreement shall be for the account of the Dealer. (c) This Agreement shall be governed by and construed in accordance herewithwith the laws of Puerto Rico. (d) The Dealer acknowledges that, without notice to, consultation with, or consent by, the Dealer, the Fund may enter into similar agreements with other parties relating to the issuance, purchase, or sale of Notes. (e) The 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 same instrument. (f) This Agreement may only be amended by a written instrument executed by the Fund and the Dealer. (g) You agree that in the event of a default by the Fund under a series of Notes you will only seek recourse against the assets of the Fund securing, as of the occurrence of the event of default, such series of Notes and not to the assets securing any other series of Notes of the Fund. (h) If any one or more of the covenants, agreements, provisions, or terms of this Dealer Agreement which is not essential to the effectuation or the basic purpose of this Dealer Agreement is held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of Sections 4(a), 4(d) this Dealer Agreement and 6 and shall in no way affect the validity or enforceability of the other provisions of this Agreement which by their terms contemplate survival Dealer Agreement. The parties agree that the provisions of Section 4 and 12(h) of this agreement are essential to the effectuation of the termination basic purpose of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Dealer Agreement.

Miscellaneous. (a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF COLORADO, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Agreement Amendment shall be binding upon and inure to the benefit of the Company, its successors, parties hereto and assigns their successors and may not be assigned by Executivepermissible assigns. (b) All representations and warranties made in this Amendment, the Credit Agreement or any Loan Document including any Loan Document furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and the other related Loan Documents, and no investigation by the Agents or any Lender or any closing shall affect the representations and warranties or the right of the Agents or any Lender to rely upon them. (c) This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (d) This Amendment, the Credit Agreement, the other Loan Documents, and all other instruments, documents and agreements executed and delivered in connection with this Amendment, the Credit Agreement contains and the other Loan Documents, embody the final, entire agreement of among the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating with respect to the subject matter hereof. There are no oral agreements among the parties hereto. This Agreement Amendment may not be amended or modified orally, but only by a writing signed by written agreement meeting the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on requirements of Section 9.02 of the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithCredit Agreement. (e) The provisions of Sections 4(a), 4(d) section headings herein are for convenience only and 6 and shall not affect the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsconstruction hereof. (f) If Other than as expressly stated herein, this Amendment and the amendments set forth herein do not constitute a waiver by Lenders and Agents of Borrower’s or any term other Loan Party’s compliance with any covenants, or provision a waiver of this any Defaults or Events of Default, under the Credit Agreement or its application any of the Loan Documents, and shall not entitle the Borrowers or any other Loan Party to any person similar or circumstance is other amendments in the future. Without limiting the foregoing, except as specifically set forth herein, Lenders and Agents continue to any extent invalid or unenforceablereserve all rights and remedies available to Lenders and Agent under the Credit Agreement and the Loan Documents, under law (including without limitation Article 9 of the remainder of this Agreement, 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 not be affected thereby, Uniform Commercial Code) and each term and provision shall be valid and enforced to the fullest extent permitted by lawat equity. (g) No delay In case any provision of or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or obligation under this Amendment shall be construed held by any court of competent jurisdiction to be a waiver of invalid, illegal or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company unenforceable in any jurisdiction. The Company , the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall pay not in any way be affected or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)impaired thereby. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications and agreements. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This agreement shall not be modified, amended or in any way altered except by an instrument in writing approved by the Board of Directors of the Company or the Compensation Committee of the Board of Directors and signed by an officer designated by the Board of Directors or Compensation Committee to execute such waiver, modification or discharge and signed by Employee. (b) If any provision of this Agreement shall be binding upon declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. (c) Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall, if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof. (d) The provisions of this Agreement shall inure to the benefit of the Companyparties hereto, its their heirs, legal representatives, successors, and assigns assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Executive. Employee. Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business and assets. Company may also assign this Agreement to any affiliate of Company; provided, however, that no such assignment shall (bunless Employee shall so agree in writing) This Agreement contains release Company of liability directly to Employee for the entire agreement due performance of all of the parties hereto terms, covenants, and supersedes all prior or concurrent agreementsconditions of this Agreement to be complied with and performed by Company. The term “affiliate”, whether oral or writtenas used in this agreement, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSshall mean any corporation, RULES OR PRINCIPLES. (d) Any notices firm, partnership, or other communications required entity controlling, controlled by or permitted hereunder shall be under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in writing and the preceding sentence, shall be deemed effective when delivered in person orto mean the possession, if maileddirectly or indirectly, on of the date power to direct or cause the direction of deposit in the mails, postage prepaid, to the other party at the respective address management and policies of such party set forth herein corporation, firm, partnership, or to such other address as shall have been specified in writing entity, whether through ownership of voting securities or by either party to the other in accordance herewithcontract or otherwise. (e) The provisions This agreement shall be construed and enforced in accordance with the laws of Sections 4(a)the State of Oklahoma that are applicable to contracts made and to be performed in the State of Oklahoma, 4(d) regardless of the actual place of making or performance. Any action or proceeding based upon this agreement or arising out of its performance shall be initiated in a federal or state court of competent jurisdiction in Tulsa, Oklahoma and 6 in no other jurisdiction: and each party hereby consents and submits to the jurisdiction of such federal or state court in Tulsa, Oklahoma. In the event any term, provision, or portion shall be stricken and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreementremaining terms, provisions, or portions shall survive termination of this Agreement remain in full force and be deemed to be independent covenantseffect. (f) If any term or provision This agreement shall become effective upon the signature of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, Employee and each term and provision shall be valid and enforced to the fullest extent permitted by lawCompany’s Chief Executive Officer. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto This agreement may be executed in counterparts and each counterpart shall impair any such right, power or remedy or shall be construed to be a waiver of or have the same force and effect as an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative original and shall not preclude assertion by any party hereto constitute an effective binding agreement on the part of any other rights or each of the seeking of any other rights or remedies against any other party heretoundersigned. (h) It is Employee represents that he has had the intent of the Company that Executive not be required right and opportunity to incur any legal fees or disbursements associated consult with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain independent counsel of his choiceown choosing and that he has read and understands the foregoing and he has signed this agreement of his own free will without duress, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation coercion or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)undue influence. (i) The Background section Notices shall be sent via first class mail, postage paid or personal delivery and shall be deemed to have been received on the earlier of this Agreement is hereby incorporated into the Operative Provisions of this Agreementthird day after deposit in the mail or personal delivery.

Miscellaneous. (a) This Executive acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Furthermore, the parties acknowledge that monetary damages alone would not be an adequate remedy for any breach by Executive of Section 12 or Section 13 of this Agreement. Accordingly, Executive agrees that any breach by Executive of Section 12 or Section 13 of this Agreement shall be binding upon and inure to the benefit of entitle the Company, its successorsin addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach. The parties understand and intend that each restriction agreed to by Executive hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and assigns that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Company seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the Company may not be assigned by Executivehave at law or in equity. (b) Neither Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided, however, that the Company shall have the right to delegate its obligation of payment of all sums due to Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations hereunder. (c) During the term of this Agreement, the Company (i) shall indemnify and hold harmless Executive and his heirs and representatives as, and to the extent, provided in the Company’s bylaws and (ii) shall cover Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company. (d) This Agreement contains constitutes and embodies the entire full and complete understanding and agreement of the parties hereto and with respect to Executive’s employment by the Company, supersedes all prior or concurrent understandings and agreements, whether oral or written, relating between Executive and the Company, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged (it being understood that, pursuant to Section 7, Share Awards shall govern with respect to the subject matter hereofthereof). This The invalidity or partial invalidity of one or more provisions of this Agreement may shall not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be amended only by performed shall be deemed a writing signed by waiver of similar or dissimilar provisions or conditions at the party against whom enforcement is soughtsame time or any prior or subsequent time. (ce) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThis Agreement shall inure to the benefit of, RULES OR PRINCIPLESbe binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns. (df) Any notices The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. (g) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed effective to have been duly given when delivered in person orpersonally delivered, if mailedsent by registered or certified mail, on the date of deposit in the mailsreturn receipt requested, postage prepaid, or by reputable national overnight delivery service (e.g. Federal Express) for overnight delivery to the other party Company at the respective its principal executive office or to Executive at his address of such party set forth herein record in the Company’s records, or to such other address as shall have been specified in writing by either party to may hereafter give the other party notice of in accordance herewith. (e) The with the provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement Notices shall be deemed to be a waiver given on the sooner of any other breach of this Agreement theretofore the date actually received or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth third business day after deposited in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law mail or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoone business day after deposited with an overnight delivery service for overnight delivery. (h) It is This Agreement shall be governed by and construed in accordance with the intent internal laws of the Company that Executive not be required State of Arizona without reference to incur any legal fees or disbursements associated with (i) the interpretation principles of any provision in, or obtaining conflicts of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost laws and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense each of the Company as hereafter providedparties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the County of Pima, to represent Executive in connection with the interpretation and/or enforcement State of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)Arizona. (i) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument. The Background section parties hereto have executed this Agreement as of the date set forth above. (j) Executive represents and warrants to the Company that he or she has the full power and authority to enter into this Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict with any agreement to which Executive is hereby incorporated a party. (k) The Company represents and warrants to Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the Operative Provisions execution and delivery of this AgreementAgreement and the performance of its obligations hereunder will not conflict with any agreement to which the Company is a party.

Miscellaneous. (a) a. This Agreement shall be binding upon and inure to governed by the benefit laws of the CompanyState of North Dakota, its successorsprovided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, and assigns and may not be assigned by Executivethe Advisers Act, or rules or orders of the SEC thereunder. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) b. The provisions of Sections 4(a), 4(d) and 6 and the other provisions captions of this Agreement which by their terms contemplate survival are included for convenience only and in no way define or limit any of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsprovisions hereof or otherwise affect their construction or effect. (f) c. If any term or provision of this Agreement shall be held or its application to any person made invalid by a court decision, statute, rule or circumstance is to any extent invalid or unenforceableotherwise, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not be affected therebyhereby and, and each term and provision shall be valid and enforced to this extent, the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach provisions of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof severable. d. Nothing herein shall be effective only construed as constituting the Adviser as an agent of the Trust or the Fund. e. The names "The Integrity Funds" and "Trustees of The Integrity Funds" refer respectively to the extent specifically set forth in Trust created and the applicable writing. All remedies afforded under this Agreement to any party heretoTrustees, by law as trustees but not individually or otherwisepersonally, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive acting from time to time under a Declaration of Trust and Certificate of Trust dated February 9, 1998, to retain counsel which reference is hereby made and a copy of his choice, such Certificate of Trust is on file at the expense office of the Company Secretary of State of the State of Delaware and elsewhere as hereafter providedrequired by law, and to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' amendments thereto so filed or hereafter filed. The obligations of "The Integrity Funds" entered into in the name or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and related fees are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and expenses incurred by Executive under this Section 8(h)all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust belonging to such series or class for the enforcement of any claims against the Trust. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) 8. This Agreement shall be binding upon and inure constitutes the entire understanding of the parties with regard to the benefit of subject matter, supersedes all written and oral agreements with respect to the Company, its successors, and assigns same and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior waived, modified, changed, discharged, terminated, revoked or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only canceled except by a writing signed by the party against whom which enforcement thereof is sought. 9. Each party shall indemnify the other against any loss, cost or damages (cincluding reasonable attorney's fees and expenses) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSincurred as a result of such parties' breach of any representation, RULES OR PRINCIPLESwarranty, or covenant contained in this Agreement. (d) Any 10. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York affecting contracts made in and to be performed in such State without giving effect to principles governing choice of laws, irrespective of the domicile of any party or the place of execution of this Agreement by any party or the location for performance of any of the terms hereof, and the parties hereto shall be subject to the exclusive jurisdiction of the state and federal courts located in Nassau County, New York, United States of America. Facsimile signatures to this Agreement or on any notice given hereunder shall be binding on all parties hereto. 11. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12. The Subscriber hereby certifies that Subscriber has read and understands this Subscription Agreement, that the representations and warranties made by the Subscriber in this Subscription Agreement are accurate on the date hereof, that Subscriber recognizes that the Company is relying on such representations and warranties and covenants and that they shall remain in effect through the closing of the sale of the Securities to Subscriber hereunder unless Subscriber notifies the Company otherwise. 13. All notices or other communications required or permitted hereunder to be given by either the Company or the Subscriber pursuant to the terms of this Agreement shall be in writing and shall be deemed effective given when delivered in person orpersonally or by facsimile, if mailed, on the date of deposit in the mails, postage prepaid, or by overnight or two day courier addressed to the other party parties at the respective last known address of such the party set forth herein or to such other address as shall have been specified in writing a party may request by either party to notifying the other in accordance herewithwriting. (e) 14. The provisions of Sections 4(a)representations, 4(d) warranties, covenants, indemnities, and 6 and the other provisions of this Agreement which by their terms contemplate survival agreements of the termination of this Agreement, parties contained herein shall survive any termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions expiration of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon the joint and inure several obligation of CPB, TRCB and any acquiring entity which assumes CPB’s or the TRCB’s obligations under this Agreement. The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey and, to the benefit of the Companyextent applicable, its successorsFederal law. Except as specifically set forth in this Agreement, and assigns and may not be assigned by Executive. (b) This this Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating agreements and understandings with respect to the subject matter hereofmatters covered hereby. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThe amendment of Section 2, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement may be made only in a writing executed by CPB, TRCB and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected therebyExecutive, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay no amendment or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach termination of this Agreement shall be deemed to be effective unless and until made in such a waiver writing. This Agreement shall terminate ipso facto upon the termination of any other breach the Change in Control Agreement. Section 3 of this Agreement theretofore cannot be amended, except to reflect changes in, or thereafter occurringthe elimination of, Section 409A of the Internal Revenue Code. Any waiver of any provision hereof This Agreement shall be effective only binding to the extent specifically set forth of its applicability upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to all or substantially all of the assets of CPB or TRCB. This Agreement is personal to the Executive, and the Executive may not assign any of his rights or duties hereunder, but this Agreement shall be enforceable by the Executive’s legal representatives, executors or administrators. This Agreement may be executed in the applicable writing. All remedies afforded under two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to any party heretoproduce or account for more than one such counterpart. CPB or TRCB, by law or otherwiseas the case may be, shall be cumulative and not alternative and shall not preclude assertion by any party hereto shall, as part of any other rights Change in Control involving an acquiring entity or the seeking of any other rights successor to CPB or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with TRCB, obtain an enforceable assumption in writing by (i) the interpretation entity which is the acquiring entity or successor to CPB or TRCB, as the case may be, in the Change in Control and, (ii) if the acquiring entity or successor to CPB or TRCB, as the case may be, is a bank, the holding company parent of any provision inthe acquiring entity or successor, of this Agreement and the obligations of CPB or obtaining of any right or benefit TRCB, as the case may be, under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for provide a copy of such assumption to the Executive prior to any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)Change in Control. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) 8.1 All the covenants and agreements made by the Company in this Warrant shall bind its successors and assigns. This Agreement Warrant shall be binding upon for the sole and inure to the exclusive benefit of the CompanyHolder and nothing in this Warrant shall be construed to confer upon any person other than the Holder any legal or equitable right, its successorsremedy or claim hereunder. 8.2 No recourse shall be had for any claim based hereon or otherwise in any manner in respect hereof, against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof. 8.3 No course of dealing between the Company and the Holder hereof shall operate as a waiver of any right of any Holder hereof, and assigns and may not be assigned by Executiveno delay on the part of the Holder in exercising any right hereunder shall so operate. (b) 8.4 This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement Warrant may be amended only by a writing signed written instrument executed by the party against whom enforcement is soughtCompany and the Holder hereof. Any amendment shall be endorsed upon this Warrant, and all future Holders shall be bound thereby. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other 8.5 All communications required or permitted hereunder provided for herein shall be in writing and shall sent, except as may be deemed effective when delivered in person orotherwise specifically provided, by registered or certified mail: if mailed, on to the date Holder of deposit in the mails, postage prepaidthis Warrant, to the other party at address shown on the respective address books of such party set forth herein the Company; and if to the Company, to Three Bala ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, attention: Office of the President, or to such other address as the Company may advise the Holder of this Warrant in writing. Notices shall have been specified in writing by either party to the other in accordance herewithbe deemed given when mailed. (e) 8.6 The provisions of Sections 4(a)this Warrant shall in all respects be constructed according to, 4(d) and 6 and the other provisions rights and liabilities of the parties hereto shall in all respects be governed by, the laws of the State of New York. This Warrant shall be deemed a contract made under the laws of the State of New York and the validity of this Agreement which by their terms contemplate survival Warrant and all rights and liabilities hereunder shall be determined under the laws of said State. 8.7 The headings of the termination Sections of this Agreement, Warrant are inserted for convenience only and shall survive termination of this Agreement and not be deemed to be independent covenants. (f) If any term or provision constitute a part of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawWarrant. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) a. This Agreement shall be binding upon and inure to governed by the benefit laws of the CompanyState of North Dakota, its successorsprovided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, and assigns and may not be assigned by Executivethe Advisers Act, or rules or orders of the SEC thereunder. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) b. The provisions of Sections 4(a), 4(d) and 6 and the other provisions captions of this Agreement which by their terms contemplate survival are included for convenience only and in no way define or limit any of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsprovisions hereof or otherwise affect their construction or effect. (f) c. If any term or provision of this Agreement shall be held or its application to any person made invalid by a court decision, statute, rule or circumstance is to any extent invalid or unenforceableotherwise, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not be affected therebyhereby and, and each term and provision shall be valid and enforced to this extent, the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach provisions of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof severable. d. Nothing herein shall be effective only construed as constituting the Adviser as an agent of the Trust or the Fund. e. The names "Integrity Managed Portfolios" and "Trustees of Integrity Managed portfolios" refer respectively to the extent specifically set forth in Trust created and the applicable writing. All remedies afforded under this Agreement to any party heretoTrustees, by law as trustees but not individually or otherwisepersonally, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive acting from time to time under a Declaration of Trust dated August 10, 1990, to retain counsel which reference is hereby made and a copy of his choice, such Declaration of Trust is on file at the expense office of the Company Secretary of the Commonwealth of Massachusetts and elsewhere as hereafter providedrequired by law, and to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' amendments thereto so filed or hereafter filed. The obligations of "Integrity Managed Portfolios" entered into in the name or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and related fees are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and expenses incurred by Executive under this Section 8(h)all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust for the enforcement of any claims against the Trust. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Advisor and Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, or obtaining of any right or benefit under this Agreementat such other address as a party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section No affiliated person, employee, agent, director, officer or manager of this Agreement is hereby incorporated into the Operative Provisions of Sub-advisor shall be liable at law or in equity for the Sub-advisor’s obligations under this Agreement. (j) The terms “vote of a majority of the outstanding voting securities”, “interested person”, “affiliated person,” “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) This Agreement shall be binding upon and inure Notice given pursuant to the benefit any of the Companyprovisions of this Agreement, its successorsexcept for borrowing instructions, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when mailed or delivered in person or, (a) if mailed, on the date of deposit in the mails, postage prepaid, to the other party Fund, at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party its office at American International Plaza Building, Tenth Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Avenue, San ▇▇▇▇, Puerto Rico 00918; (b) if to the other Dealer, at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Avenue, San ▇▇▇▇, Puerto Rico 00918. Any notice may be made by telex, facsimile, or telephone, but if so shall be subsequently confirmed in writing. (b) The legal fees and expenses incurred by the Fund in connection with the preparation and execution of this Dealer Agreement shall be for the account of the Fund and the legal fees and expenses incurred by the Dealer in connection with the preparation and execution of this Dealer Agreement shall be for the account of the Dealer. (c) This Agreement shall be governed by and construed in accordance herewithwith the laws of Puerto Rico. (d) The Dealer acknowledges that, without notice to, consultation with, or consent by, the Dealer, the Fund may enter into similar agreements with other parties relating to the issuance, purchase, or sale of Notes. (e) The 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 same instrument. (f) This Agreement may only be amended by a written instrument executed by the Fund and the Dealer. (g) You agree that in the event of a default by the Fund under a series of Notes you will only seek recourse against the assets of the Fund securing, as of the occurrence of the event of default, such series of Notes and not to the assets securing any other series of Notes of the Fund. (h) If any one or more of the covenants, agreements, provisions, or terms of this Dealer Agreement which is not essential to the effectuation or the basic purpose of this Dealer Agreement is held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of Sections 4(a), 4(d) this Dealer Agreement and 6 and shall in no way affect the validity or enforceability of the other provisions of this Agreement which by their terms contemplate survival Dealer Agreement. The parties agree that the provisions of Section 4 and 12(h) of this agreement are essential to the effectuation of the termination basic purpose of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Dealer Agreement.

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, or obtaining of any right or benefit under this Agreementat such other address as a party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section No affiliated person, employee, agent, director, officer or manager of this Agreement is hereby incorporated into the Operative Provisions of Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement. (j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) This No provisions of this Agreement shall may be binding upon amended or modified in any manner except by a written agreement properly authorized and inure to executed by all parties hereto and approved by the benefit of Trust in the Company, its successors, and assigns and may not be assigned by Executivemanner set forth in Section 6(b) hereof. (b) This No amendment to this Agreement contains or the entire agreement termination of this Agreement with respect to a Fund shall effect this Agreement as it pertains to any other Fund, nor shall any such amendment require the vote of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtshareholders of any other Fund. (c) No party to this Agreement shall be liable to the any other party for consequential damages under any provision of this Agreement. (d) THIS AGREEMENT SHALL BE GOVERNED BY BY, AND THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED UNDER AND IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithDELAWARE. (e) The provisions of Sections 4(a)This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantswhether oral or written. (f) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (g) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of this Agreementthe parties shall be construed and enforced as if the Agreement did not contain the particular part, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of illegal or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoinvalid. (h) It is the intent of the Company that Executive Section headings in this Agreement are included for convenience only and are not to be required used to incur any legal fees construe or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under interpret this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section Notices, requests, instructions and communications received by the parties at their respective principal places of this Agreement is hereby incorporated into the Operative Provisions business, or at such other address as a party may have designated in writing, shall be deemed to have been properly given. (j) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of any other series of the Trust and that no Fund or other series of the Trust shall be liable or shall be charged for any debt, obligation or liability of any other Fund or series, whether arising under this Agreement or otherwise. (k) No affiliated person, employee, agent, director, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser’s obligations under this Agreement. (l) The terms “vote of a majority of the outstanding voting securities”, “interested person”, “affiliated person”, “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses; all notices, requests and other communications hereunder shall be in writing (aincluding facsimile) This and shall be given to the respective parties at their addresses as specified on the signature pages of this Agreement and shall be effective upon receipt; if any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected; this Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, both written and oral, between the parties, with respect to the subject matter hereof; this Agreement shall not be assigned, except that Parent may assign all or any of its rights and obligations hereunder to any affiliate of Parent; provided, however, that no such assignment shall relieve Parent of its obligations hereunder if such assignee does not perform such obligations; the provisions of this Agreement shall be binding upon and inure to the benefit of the Company, its successors, parties and assigns their respective successors and may assigns; neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties any rights or remedies; the parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be assigned by Executive. (b) This Agreement contains the entire agreement entitled to specific performance of the parties terms hereof, in addition to any other remedy at law or in equity; the interpretation, validity and enforceability of this Agreement will be governed by the laws of the State of Delaware, notwithstanding any conflict of law provision; this Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto and supersedes were upon the same instrument; this Agreement will become effective when each party has received counterparts hereof signed by all prior or concurrent agreements, whether oral or written, relating to of the subject matter hereof. This other parties; any provision of this Agreement may be amended only or waived if such amendment or waiver is in writing and duly executed and delivered, in the case of an amendment, by each of the parties or, in the case of a writing signed waiver, by the party against whom enforcement the waiver is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If effective; no failure or delay by any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise party in exercising any right, power or remedy accruing to privilege hereunder will operate as a waiver thereof, nor will any party hereto shall impair single or partial exercise thereof preclude any such other or further exercise thereof or the exercise of any other right, power or remedy privilege; the headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach interpretation of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive ; from time to time to retain counsel of his choicetime, at the expense request of Parent, in the case of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the CompanyStockholder, or any Directorat the request of the Stockholder, officerin the case of Parent, stockholderand without further consideration, or any other person affiliated with the Company in any jurisdiction. The Company each party shall pay execute and deliver or cause to be paid executed and shall delivered such additional documents and instruments and take all such further action as may be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred reasonably necessary or desirable to consummate the transactions contemplated by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement; EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Miscellaneous. (a) This Agreement shall be binding upon and inure to effective for the benefit duration of the CompanyAcquired Funds' and the Acquiring Funds' reliance on the Rule, as interpreted or modified by the SEC or its successorsStaff from time to time. While the terms of the Agreement shall only be applicable to investments in the Funds made in reliance on the Rule, and assigns and may not be assigned by Executivethe Agreement shall continue in effect until terminated pursuant to Section 6(a). (b) This Agreement contains may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void. (c) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns. (d) With the exception of Schedules A and B, no amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized representative of each party. (e) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original. (f) In any action involving an Acquired Fund or an Acquiring Fund under this Agreement, each Acquiring Fund or Acquired Fund agrees to look solely to the individual Acquiring Fund or Acquired Fund that is involved in the matter in controversy and not to any other series of the Acquiring Funds or Acquired Funds. (g) The parties are hereby put on notice that no director/trustee, officer, employee, agent or shareholder of the Funds shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Funds. (h) This Agreement constitutes the entire agreement of the parties hereto with respect to Section 12(d)(1) of the 1940 Act and the Rule thereunder. This Agreement supersedes all prior written or concurrent oral and all contemporaneous oral agreements, whether oral or written, relating understandings and negotiations with respect to the this subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtmatter. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be binding upon and inure deemed to the benefit of the Company, its successorsbe an original, and assigns all of which, when taken together, shall constitute but one and may the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not be assigned by Executiveaffect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis. (b) This Any provision of this Agreement contains the entire agreement of the parties hereto and supersedes all prior which is prohibited or concurrent agreements, whether oral or written, relating unenforceable shall be ineffective to the subject matter hereof. This Agreement may be amended only by a writing signed by extent of such prohibition or unenforceability without invalidating the party against whom enforcement is soughtremaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESHeadings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof. (d) Any notices or other communications required or permitted hereunder The pronouns used herein shall be in writing include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithconform thereto. (e) The provisions of Sections 4(a), 4(d) and 6 and Unless the other provisions context of this Agreement which or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by their the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms contemplate survival of the termination of this Agreement, shall survive termination of in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and be deemed not to be independent covenants. (f) If any term or particular provision of this Agreement or its application such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any person agreement, instrument, or circumstance is document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any extent invalid restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or unenforceable, in any other Loan Document to the remainder satisfaction or repayment in full of this Agreement, the Obligations shall mean the repayment in full in cash (or cash collateralization in accordance with the application terms hereof) of such term or provision to persons or circumstances all Obligations other than those as unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to which it is held invalid remain outstanding and that are not required by the provisions of the Credit Agreement to be repaid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing cash collateralized. Any reference herein to any party hereto shall impair any such right, power or remedy or Person shall be construed to be include such Person’s successors and assigns. Any requirement of a waiver of writing contained herein or an acquiescence to in any breach hereof. No waiver of any breach of this Agreement other Loan Document shall be deemed to be satisfied by the transmission of a waiver of Record and any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof Record so transmitted shall be effective only constitute a representation and warranty as to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative accuracy and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent completeness of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)information contained therein. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon and inure to the benefit of the Company, its successorsof, and assigns be binding upon, the Company and may not be assigned by Executiveits subsidiaries and affiliates, together with their successors and assigns, and Employee, together with his or her executors, administrators, personal representatives, heirs and legatees. (b) Any notice or request hereunder shall be in writing and shall be given by hand delivery, mail, telecopy or similar transmission addressed as set forth beside the name of each party at the end of this Agreement or to any such other address as either party may specify to the other by written notice. Such notice or request shall be deemed to have been given and received only on and after receipt by the designated individual (specifically the President, in the case of the Company), effective as of the date of such authorized recipient's actual receipt of such notice or request if received during normal business hours on a normal business day or as of the first business day after receipt if given after normal business hours or on a day other than a normal business day. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF THE STATE OF GEORGIA AS THEY APPLY TO A CONTRACT EXECUTED, DELIVERED AND PERFORMED ENTIRELY IN SUCH STATE. (d) This Agreement contains the entire agreement of the parties hereto merges and supersedes all prior and contemporaneous agreements, undertakings, covenants or concurrent agreementsconditions, whether oral or written, relating express or implied, to the subject matter extent they contradict or conflict with the provisions hereof. . (e) This Agreement may be amended executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (f) This Agreement may be modified only by a written instrument signed by each of the parties hereto. No waiver shall be effective unless made in writing and signed by the party against whom enforcement is sought. (cg) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If Should any term aspect or provision of this Agreement or its application to any person or circumstance is to any extent prove invalid or unenforceableunenforceable for any reason, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not nonetheless be affected thereby, and each term and provision shall be valid and fully enforced to the fullest extent permitted by law. (g) No delay , regardless of whether the invalid or omission to exercise any right, power unenforceable aspect or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract facially severable from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement remainder of this Agreement; provided that if a court of competent jurisdiction holds any covenant herein invalid by reason of its duration or its geographic or business scope, including without limitation then the initiation court shall have the power to rewrite or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause reform such covenant so as not to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive invalid under this Section 8(h)applicable law. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) The parties accept the terms and conditions of the funding as set forth herein by executing this Agreement in the space set forth below. In indicating their acceptance of the terms and conditions of the funding set forth herein, the parties also represent and warrant that they have full corporate power and authority and have received all corporate and governmental authorizations and approvals as may be required to enter into and perform their obligations under this Agreement, that they will maintain this Agreement as part of their corporate records, and that at all time they will adhere to the terms and conditions set forth herein. The parties further agree that this Agreement may be executed in separate counterparts, each of which shall be considered an original and that no amendment may be made to this Agreement except in a writing executed by all parties hereto. This Agreement shall be binding upon governed by the statutory and inure to the benefit common law of the Company, its successors, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaidUnited States and, to the other party at extent state law is applicable, by the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival laws of the termination State of this Agreement, shall survive termination Georgia (without giving effect to choice of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) law principles included therein). No delay or omission to exercise on the part of a party in exercising any right, power or remedy accruing to privilege shall operate as a waiver thereof, nor shall any party hereto shall impair single or partial exercise of any such right, power or remedy privilege preclude other or shall further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of or an acquiescence to any breach hereofdefault under this Agreement. No waiver of any breach default shall be effective unless in writing and signed by an authorized officer of this Agreement the party waiving such default, and no such waiver shall be deemed to be a waiver of a subsequent default or be deemed to be a continuing waiver; the parties agree that each party shall be solely liable and responsible for the actions of their agents or employees, and that each counterparty shall be entitled to rely on the actions of such agents or employees. No course of dealing between the parties, or their agents or employees, shall be effective to change, modify or discharge any other breach provision of this Agreement theretofore or thereafter occurring. Any to constitute a waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writingdefault hereunder. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of If any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into held invalid or unenforceable to any extent or in any application, the Operative Provisions remainder of this Agreementagreement, or application of such provision to different persons or circumstances or in different jurisdictions, shall not be affected thereby.

Miscellaneous. (a) This Agreement shall be binding upon constitutes the full and inure complete agreement of the parties hereto with respect to the benefit of the Company, its successors, and assigns and may not be assigned by Executivesubject matter hereof. (b) This Titles or captions of sections in this Agreement contains are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the entire agreement scope of this Agreement or the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtintent of any provisions thereof. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThe provisions of Sections 6, RULES OR PRINCIPLES12 and 13 hereof shall survive the termination of this Agreement. (d) Any notices or other communications required or permitted hereunder This Agreement may be executed in several counterparts, all of which together shall be in writing and shall be deemed effective when delivered in person orfor all purposes constitute one Agreement, if mailed, binding on all the date parties. Each of deposit in the mails, postage prepaid, individuals whose signature appears below warrants that he has full authority to execute this Agreement on behalf of the other party at the respective address of such party set forth herein or on whose behalf he has affixed his signature to such other address as shall have been specified in writing by either party to the other in accordance herewiththis Agreement. (e) This Agreement and the rights and obligations of the parties hereunder shall be governed by, and interpreted, construed and enforced in accordance with the laws of The Commonwealth of Massachusetts, without giving effect to the choice of laws provisions of Sections 4(a), 4(d) and 6 and that or any other jurisdiction. To the other extent that the applicable laws of The Commonwealth of Massachusetts conflict with the applicable provisions of this Agreement which by their terms contemplate survival the 1940 Act, the latter shall control. The parties irrevocably consent to submit to the jurisdiction of the termination any federal or state court sitting in The Commonwealth of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsMassachusetts. (f) If any term or provision of this Agreement shall be held or its application to any person made invalid by a court decision, statute, rule or circumstance is to any extent invalid or unenforceableotherwise, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not be affected therebyhereby and, and each term and provision shall be valid and enforced to this extent, the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach provisions of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof severable. (g) Notwithstanding anything herein to the contrary, the Sub-Adviser shall be effective only an independent contractor. Nothing herein shall be construed as constituting the Sub-Adviser as an agent of the Adviser, the Trust or the Fund, except to the extent specifically set forth in the applicable writing. All remedies afforded under expressly authorized by this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It Neither party shall be liable for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control and without fault or negligence of such party including, but not limited to Acts of God, government restrictions, wars, insurrections and/or any other cause beyond the intent reasonable control of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement party whose performance is hereby incorporated into the Operative Provisions of this Agreement.affected..

Miscellaneous. (a) 1. This Agreement constitutes the entire agreement between each Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Funds and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 C▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as BNY may from time to time designate in writing. <PAGE> 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to a Fund shall be sufficiently given if received by it at its offices at c/o The Vanguard Group, P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇n: Assistant Treasurer, or at such other place as the Page 23 bankofnymellon032010 thru amd 10 Funds may from time to time designate in writing. 4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by any party without the written consent of the other. 5. This Agreement shall be binding upon construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. Each Fund and inure BNY hereby consent to the benefit jurisdiction of the Companya federal court situated in New York City, its successorsNew York in connection with any dispute arising hereunder. Each Fund hereby irrevocably waives, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Each Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. (g) No delay 6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Funds and no contractual or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement service relationship shall be deemed to be a waiver of established hereby between BNY and any other breach person by reason of this Agreement. 7. This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement theretofore are not binding upon any of the Trustees or thereafter occurring. Any waiver shareholders individually but are binding only upon the assets and property of such Funds; further, the assets of a particular Series of such Fund shall under no circumstances be charged with liabilities attributable to any provision hereof other Series of such Fund and that all persons extending credit to, or contracting with or having any claim against a particular Series of such Fund shall be effective look only to the extent specifically set forth in assets of that particular Series for payment of such credit, contract or claim. 8. The parties hereto agree that each shall treat confidentially the applicable writingterms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All remedies afforded under this Agreement to any confidential information provided by a party hereto, by law or otherwise, hereto shall be cumulative and not alternative and shall not preclude assertion used by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is hereto solely for the intent purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying <PAGE> out this Agreement, shall not authorize it to be disclosed to any third party without the Company that Executive prior consent of such providing party. The foregoing shall not be required applicable to incur any legal fees information that is publicly available when provided or disbursements associated with (i) the interpretation thereafter becomes publicly available other than through a breach of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits that is required to be extended disclosed by or to Executive hereunder. Accordinglyany regulatory authority, the Company irrevocably authorizes Executive from time to time to retain counsel of his choiceany external or internal accountant, at the expense auditor or counsels of the Company as hereafter providedparties hereto, by judicial or administration process or otherwise by applicable law, or to represent Executive any disclosure made by a party if such party's counsel has advised that such party could be liable under any applicable law or any judicial or administrative order or process for a failure to make such disclosure. 9. This Agreement may be executed in connection any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. 10. This Agreement shall terminate simultaneously with the interpretation and/or enforcement termination of this AgreementPage 24 bankofnymellon032010 thru amd 10 the Custody Agreement between the Funds and the Custodian, including without limitation and may otherwise be terminated by any party giving to the initiation or defense other party a notice in writing specifying the date of any litigation or other legal actionsuch termination, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and which shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). not less than sixty (i60) The Background section days after the date of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.such notice. <PAGE>

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both Parties hereto and, if required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. (b) Neither party to this Agreement shall be liable to the other Party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the CompanyState of Delaware; provided, its successorshowever, and assigns and may not be assigned by Executivethat applicable federal law shall apply if such law preempts relevant state law. (bd) This Agreement contains constitutes the entire agreement of between the parties Parties hereto and supersedes all any prior or concurrent agreementsagreement between those Parties with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the Parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of this Agreementthe Parties shall be construed and enforced as if the Agreement did not contain the particular part, or the application of such term or provision held to persons be illegal or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawinvalid. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent Parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, as indicated above, or obtaining of any right or benefit under this Agreementat such other address as a Party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section terms “vote of a majority of the outstanding voting securities”, “interested person”, “affiliated person,” “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is hereby incorporated into altered by a rule, regulation or order of the Operative Provisions SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the Party indicated and that their signature shall bind the Party indicated to the terms hereof and each Party hereto warrants and represents that this Agreement, when executed and delivered, shall constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. (k) The provisions of Sections 3(g)-(i), 3(k), 6, 7, the second paragraph of Section 11(a), Sections 12-13, and Sections 15-18 shall survive any termination of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon and inure The rights granted to the benefit of the Company, its successors, and assigns and Purchaser hereunder may not be assigned by Executiveto any other person; provided, however, that Purchaser may assign any or all of its rights and interests hereunder to one or more of its wholly-owned subsidiaries and designate one or more of its wholly-owned subsidiaries to perform its obligations hereunder (in any or all of which cases, Purchaser shall nonetheless remain responsible for the performance of all of its obligations hereunder). (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreementsExcept as otherwise expressly provided herein, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications any notice required or permitted desired to be served, given or delivered hereunder shall be in writing writing, and shall be deemed effective when to have been validly served, given or delivered in person orupon the earlier of (i) personal delivery to the address set forth below, if mailed, on the date of deposit or (ii) in the mailscase of notice by Federal Express or other reputable overnight courier service, postage prepaidtwo (2) business days after delivery to such courier service, addressed to the other party to be notified as follows: if to the Company or Purchaser, at the respective address of such party set forth herein or to such other address as in the Stock Purchase Agreement. (c) This Agreement shall have been specified in writing be governed by either party to the other and construed in accordance herewithwith the laws of the State of New York without regard to conflict-of-laws principles which would require the application of the laws of another jurisdiction. (d) This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of the Company and Purchaser. (e) The provisions This Agreement may be executed in two or more counterparts, each of Sections 4(a)which shall be deemed an original, 4(d) and 6 but all of which together shall constitute one and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantssame instrument. (f) If any term or provision The provisions of this Agreement or its application Section 4(a) above to any person or circumstance is to any extent invalid or unenforceablethe contrary notwithstanding, the remainder of this AgreementCompany's obligation to file a registration statement, or the application of cause such term or provision registration statement to persons or circumstances other than those as to which it is held invalid or unenforceablebecome and remain effective, shall be suspended for a period not to exceed 30 days in any 12-month period if there exists at the time material non-public information relating to the Company which, in the reasonable opinion of the Company, should not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawdisclosed. (g) No delay or omission to exercise If any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach provision of this Agreement shall be deemed held to be a waiver of any other breach of this Agreement theretofore illegal, invalid or thereafter occurring. Any waiver of any provision hereof unenforceable, such illegality, invalidity or unenforceability shall be effective attach only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative such provision and shall not preclude assertion by in any party hereto of manner affect or render illegal, invalid or unenforceable any other rights provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or the seeking of any other rights or remedies against any other party heretounenforceable provision were not contained herein. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under As used in this Agreement, the masculine, feminine or (ii) neutral gender and the enforcement of his rights under this Agreement, including, without limitation by litigation singular or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and plural number shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to include the others whenever the context so indicates or requires. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This All headings contained in this Agreement shall be binding upon are inserted for identification and inure to the benefit of the Company, its successorsconvenience, and assigns and may will not be assigned by Executivedeemed part of this Agreement for purposes of interpretation. (b) This If any provision of this Agreement contains is held invalid or unenforceable for any reason, but would be valid and enforceable if appropriately modified, then such provision will apply with the entire agreement modification necessary to make it valid and enforceable. If such provision cannot be so modified, the Parties agree that such invalidity will not affect the validity of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to remaining provisions of the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtAgreement. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. The delay or failure of either Party to exercise any rights hereunder will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or forfeiture is sought to be enforced. (d) Any notices This Agreement will constitute the exclusive terms and conditions with respect to the subject matter of this Agreement, notwithstanding any different or additional terms that may be contained in the form of purchase order or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person ordocument used by Partner, if mailed, on including subsequent to the date of deposit this Agreement. This Agreement contains the final, complete and exclusive statement of the agreement between the Parties with respect to the transactions contemplated herein and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter of this Agreement are contained herein. In the event of a conflict between the Partner Terms and Conditions in this Exhibit 1 and any applicable Program Appendix, Program Guide(s), End User License Agreement or any other Program literature, the terms will be interpreted in the mailsfollowing order (1) the applicable Program Appendices, postage prepaid(2) the Partner Terms and Conditions, to (3) the End User License Agreement, (4) the Program Guide and (5) any other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithprogram literature. (e) The provisions of Sections 4(a)Except as otherwise provided in Section 2, 4(d) and 6 and the other provisions of this Agreement which may not be amended, supplemented or modified except by their terms contemplate survival written instrument signed by authorized signatories of the termination of Parties hereto, which instrument makes specific reference to this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision This Agreement may be executed in counterparts, each of this Agreement or its application which will be deemed an original and all of which will constitute one and the same instrument. The Parties may exchange signature pages electronically and such signatures will be effective to any person or circumstance is to any extent invalid or unenforceable, bind the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawParties. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to The Parties acknowledge that they have each reviewed and participated in settling the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement terms of this Agreement. Furthermore, including without limitation the initiation or defense Parties agree that any rule of construction to the effect that any litigation or other legal action, whether by or ambiguities are to be resolved against the Company, drafting Party will not be employed in the interpretation or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under construction of this Section 8(h)Agreement. (i) The Background section of this This Agreement has been prepared, negotiated and signed in English, and English is hereby incorporated into the Operative Provisions controlling language of this Agreement.

Miscellaneous. (a) This Agreement All payments and reimbursements of expenses payable hereunder shall be binding upon and inure to the benefit of the Company, its successors, and assigns and may not be assigned by Executivemade in U.S. dollars in immediately available funds. (b) This Agreement contains all of the entire agreement of understandings between the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating with reference to the subject matter hereof. This No other understanding not specifically referred to herein, oral or otherwise, shall be deemed to exist or bind any of the parties hereto and any such understandings, oral or otherwise, not specifically referred to herein shall be merged into this Agreement may be amended only by a writing signed and superseded by the party against whom enforcement is soughtprovisions hereof. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESNo officer or employee of any party has any authority to make any representation or promise not contained herein. (d) Any notices Following the Closing of a Transaction and its public disclosure by the Company, Advisor shall have the right, at its own expense, to publish an advertisement and case study describing the Transaction, which may include only information which has previously been publicly disclosed by the Company, the reproduction of the Company’s logo, a brief description of the Transaction and a link to the Company’s website. If requested by Advisor, the Company agrees to include a mutually acceptable reference to Advisor in any press release or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on public announcement made by the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address Company regarding a Transaction as shall have been specified in writing by either party to the other in accordance herewithcontemplated herein. (e) This Agreement cannot be amended or modified except by a written instrument signed by each party hereto. (f) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement shall apply to the engagement of Advisor by the Company (including related activities prior to the date hereof) and any modification thereof and those provisions which by their terms contemplate survival of the are intended to survive termination of this Agreement, shall survive remain in full force and effect regardless of the completion or termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those engagement as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawprovided for herein. (g) No delay If any term, provision, covenant or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed restriction herein is held by a court of competent jurisdiction to be a waiver invalid, void or unenforceable or against public policy, the remainder of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement the terms, provisions and restrictions contained herein shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth remain in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative full force and not alternative effect and shall not preclude assertion by any party hereto of any other rights in no way be affected, impaired or the seeking of any other rights or remedies against any other party heretoinvalidated. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of Notwithstanding any provision in, or obtaining of any right or benefit under this Agreement, or (ii) Agreement to the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordinglycontrary, the Company irrevocably authorizes Executive from time agrees that neither the Advisor nor its affiliates, officers, directors, employees, agents and representatives or each other person controlling the Advisor or any of such individuals or entities, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive for or in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid engagement and shall be solely responsible Transactions described herein except for any and all reasonable attorneys' and related fees and expenses such liability for losses, claims, damages or liabilities incurred by Executive under this Section 8(h)us that are finally judicially determined to have resulted from the willful misconduct or gross negligence of such individuals or entities. (i) The Background section USA PATRIOT ACT and other applicable anti-money laundering rules and regulations (collectively, “AML Provisions”) are designed to detect, deter and punish money laundering and terrorist financing activities in the U.S. and abroad. In accordance with the requirements imposed on the Advisor under the AML Provisions by FINRA and other authorities with jurisdiction over the Advisor, Advisor may ask Company to provide various identification documents and/or other information during the transaction process. (j) This Agreement may be executed in counterparts, which counterparts may be executed and delivered by facsimile or email/.pdf transmission, which shall not impair the validity of this Agreement is hereby incorporated into the Operative Provisions of this Agreementsuch execution or delivery.

Miscellaneous. (a) This No provision of this Agreement shall may be binding upon amended or modified in any manner except by a written agreement properly authorized and inure to the benefit of the Company, its successors, and assigns and may not be assigned executed by Executiveboth parties. (b) This Agreement contains shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Nebraska. (c) This Agreement constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreements, agreement with respect to the subject matter hereof whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices The parties may execute this Agreement or other communications required or permitted hereunder shall be in writing any number of counterparts, and all of the counterparts taken together shall be deemed effective when delivered in person or, if mailed, on to constitute one and the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithsame instrument. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of this Agreementthe parties shall be construed and enforced as if the Agreement did not contain the particular part, or the application of such term or provision held to persons be illegal or circumstances invalid. (f) In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other than those as to which it is held invalid or unenforceablecauses reasonably beyond its control, such party shall not be affected thereby, and each term and provision shall be valid and enforced liable for damages to the fullest extent permitted by lawother party resulting from such failure to perform or otherwise from such causes. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and NLD shall not preclude assertion be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by any party hereto of any other rights NLD or the seeking of any other rights or remedies against any other party heretoits affiliates. (h) It is the intent of the Company that Executive not be required to incur any legal fees Any controversy or disbursements associated with (i) the interpretation of any provision inclaim arising out of, or obtaining of any right or benefit under related to, this Agreement, its termination or the breach thereof, shall be settled by binding arbitration by three arbitrators (iior by fewer arbitrator(s), if the parties subsequently agree to fewer) in the enforcement State of his rights under this AgreementNebraska, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection accordance with the interpretation and/or enforcement rules then obtaining of this AgreementFINRA, including without limitation and the initiation or defense of any litigation or other legal actionarbitrators’ decision shall be binding and final, whether by or against and judgment upon the Company, or any Director, officer, stockholder, or any other person affiliated with the Company award rendered may be entered in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)court having jurisdiction thereof. (i) The Background section of Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (j) All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received, and shall be given to the following addresses (or such other addresses as to which notice is hereby incorporated into the Operative Provisions given): AdvisorOne Funds Northern Lights Distributors, LLC c/o Gemini Fund Services, LLC Attn: President ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Omaha, NE 68130 ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (k) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (l) Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both Parties hereto and, if required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. (b) Neither party to this Agreement shall be liable to the other Party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the CompanyState of Delaware; provided, its successorshowever, and assigns and may not be assigned by Executivethat applicable federal law shall apply if such law preempts relevant state law. (bd) This Agreement contains constitutes the entire agreement of between the parties Parties hereto and supersedes all any prior or concurrent agreementsagreement between those Parties with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the Parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of this Agreementthe Parties shall be construed and enforced as if the Agreement did not contain the particular part, or the application of such term or provision held to persons be illegal or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawinvalid. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent Parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, as indicated above, or obtaining of any right or benefit under this Agreementat such other address as a Party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section terms “vote of a majority of the outstanding voting securities”, “interested person”, “affiliated person,” “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is hereby incorporated into altered by a rule, regulation or order of the Operative Provisions SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the Party indicated and that their signature shall bind the Party indicated to the terms hereof and each Party hereto warrants and represents that this Agreement, when executed and delivered, shall constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. (k) The provisions of Sections 3(g)-(i), 3(k), 6, 7, the second paragraph of Section 11(a), Sections 12-13, and Sections 15-17 shall survive any termination of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon and inure to the benefit 17.1 The sole remedy of the Company, its successors, and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement Buyer for any breach of any of the parties hereto and supersedes all prior Warranties or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or any other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions breach of this Agreement which by their terms contemplate survival ▇▇▇▇-▇▇▇▇▇ or any member of the termination of this Agreement, ▇▇▇▇-▇▇▇▇▇ Group shall survive termination of be an action for damages. The Buyer shall not be entitled to rescind or terminate this Agreement and be deemed in any circumstances whatsoever (whether before or after Completion), other than pursuant to be independent covenantsany such rights which arise in respect of fraud or fraudulent misrepresentation or which arise under clause 2.5 or clause 5.9. (f) If 17.2 Except insofar as any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceablesatisfied on Completion, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not be affected thereby, remain in full force and each term and provision shall be valid and enforced to the fullest extent permitted by laweffect after Completion. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. 17.3 No waiver by any Party of any breach of a provision of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurringbinding unless made expressly in writing. Any such waiver of any provision hereof shall be effective relate only to the extent specifically set forth breach to which it expressly relates and shall not apply to any subsequent or other breach. 17.4 All payments to be made under this Agreement shall be made in United States Dollars unless otherwise agreed between the applicable writingParties and shall be paid in cash in immediately cleared funds directly to ▇▇▇▇-▇▇▇▇▇’▇ Account or the Buyer’s Account (as appropriate) by bank transfer unless otherwise agreed between the Parties. All remedies afforded payments made or received in currencies other than United States Dollars shall be converted into United States Dollars at the Exchange Rate. 17.5 To the extent that there is an inconsistency between this Agreement and any of the Completion Documents, this Agreement shall prevail as between the Parties. 17.6 Unless expressly stated herein, no term in this Agreement is intended to be enforceable by third parties under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ and, where an obligation is expressly stated to be enforceable by a third party, the consent of that third party will not be required to rescind or vary the relevant term. Connected Persons shall have the right to enforce the terms of clause 18 under such Act. 17.7 No Party shall have the right to assign, transfer or otherwise dispose of its rights and obligations under this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld or delayed; save that each of ▇▇▇▇-▇▇▇▇▇ and the Buyer shall have the right to assign, transfer or otherwise dispose of its rights under this Agreement to any party hereto, by law or otherwise, of their Affiliates without the consent of the other. 17.8 This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. 17.9 Nothing in this Agreement shall be cumulative and not alternative and shall not preclude assertion by read or construed as excluding any party hereto liability or remedy in respect of any other rights or the seeking of any other rights or remedies against any other party heretofraud. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) No party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (b) Except for Appendix A to add new Funds and Classes in accordance with Section 7, no provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both Citigroup and each Company and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, or at such other address as a party may have designated in writing, shall be deemed to have been properly given. (i) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of a Company are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or the application shall be charged for any debt, obligation or liability of such term any other Fund, whether arising under this Agreement or provision otherwise. (j) Nothing contained in this Agreement is intended to persons or circumstances shall require Citigroup, in any capacity hereunder, to perform any functions or duties on any day other than those as a Fund business day. Functions or duties normally scheduled to be performed on any day which it is held invalid or unenforceable, not a Fund business day shall not be affected therebyperformed on, and each term and provision shall be valid and enforced to as of, the fullest extent permitted next Fund business day, unless otherwise required by law. (gk) No delay affiliated person, employee, agent, director, officer or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or manager of Citigroup shall be construed to be a waiver of liable at law or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded equity for Citigroup's obligations under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (hl) It is the intent Each of the Company undersigned warrants and represents that Executive not be required they have full power and authority to incur any legal fees or disbursements associated with (i) sign this Agreement on behalf of the interpretation of any provision in, or obtaining of any right or benefit under party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, or (ii) the enforcement of his rights under this Agreementwhen executed and delivered, includingwill constitute a legal, without limitation by litigation or other legal action, because the cost valid and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense binding obligation of the Company as hereafter providedparty, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or enforceable against the Companyparty in accordance with its terms, or any Directorsubject to bankruptcy, officerinsolvency, stockholderreorganization, or any moratorium and other person affiliated with laws of general application affecting the Company in any jurisdiction. The Company shall pay or cause to be paid rights and shall be solely responsible for any remedies of creditors and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)secured parties. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto, subject to the requirements of the 1940 Act and rules thereunder. (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Advisor and Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, or obtaining of any right or benefit under this Agreementat such other address as a party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section No affiliated person, employee, agent, director, officer or manager of this Agreement is hereby incorporated into the Operative Provisions of Sub-advisor shall be liable at law or in equity for the Sub-advisor’s obligations under this Agreement. (j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," “control” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) 15.1. This Agreement Contract shall be binding upon and inure to the benefit of the Company, its successors, assigns, personal representatives, and assigns heirs of the respective parties hereto, and may the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be assigned unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or Affiliate by Executiveassignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder. (b) 15.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract. 15.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. 15.4. This Agreement contains the entire agreement of Contract sets forth all understandings between the parties hereto respecting each transaction subject hereto, and supersedes all any prior or concurrent agreementscontracts, understandings and representations, whether oral or written, relating to the subject matter hereofsuch transactions are merged into and superseded by this Contract and any effective transaction(s). This Agreement Contract may be amended only by a ECS or in writing signed executed by both parties. 15.5. The interpretation and performance of this Contract shall be governed by the party against whom enforcement is soughtlaws of the jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS15.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, RULES OR PRINCIPLESrules, orders and regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof. 15.7. There is no third party beneficiary to this Contract. 15.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each person who executes this Contract, by ECS or in writing, on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby. 15.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the parties and shall not be used to construe or interpret the provisions of this Contract. 15.10. Unless the parties have elected on the Base Contract not to make this Section 15.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (dother than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) Any notices except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory agency’s reporting requirements including but not limited to gas cost recovery proceedings; or (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other communications required party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or permitted limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be in writing kept confidential by the parties hereto for one year from the expiration of the transaction. In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall be deemed effective when delivered cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party. 15.11. The parties may agree to dispute resolution procedures in person or, if mailed, on the date of deposit in the mails, postage prepaid, Special Provisions attached to the other party at the respective address of such party set forth herein Base Contract or to such other address as shall have been specified in a Transaction Confirmation executed by ECS or in writing by either party both parties. 15.12. Any original executed Base Contract, Transaction Confirmation or other related document may be digitally copied, photocopied, or stored in digital formats (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if introduced as evidence in automated facsimile form, the recording, if introduced as evidence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and documentary form. Neither Party shall object to the other provisions of this Agreement which by their terms contemplate survival admissibility of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceablerecording, the remainder of this AgreementTransaction Confirmation, or the application of Imaged Agreement on the basis that such term were not originated or provision to persons or circumstances other than those as to which it is held invalid or unenforceablemaintained in documentary form. However, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or nothing herein shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be as a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only objection to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto admissibility of any other rights or the seeking of any other rights or remedies against any other party heretosuch evidence. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of New York, excluding that body of law applicable to choice of law. B. All terms and provisions of this Agreement shall be binding upon and upon, inure to the benefit of and be enforceable by the Company, its successorsparties hereto and their respective successors and permitted assigns. C. The representations and warranties, and assigns the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement. D. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. E. The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. F. 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. G. If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. H. Except as otherwise provided herein, this Agreement may not be assigned by Executivethe Fund or DST without the prior written consent of the other. Notwithstanding the foregoing, DST may assign this Agreement, in whole or in part, or subcontract certain of its obligations hereunder, to any domestic or foreign affiliate of DST, provided DST will make a good faith effort to provide general notice prior to commencing a full assignment to an affiliate. (b) I. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Fund and DST. It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Fund. This Agreement contains is between DST and the Fund and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto. J. Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder. K. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. L. This Agreement constitutes the entire agreement of between the parties hereto and supersedes all any prior agreement, draft or concurrent agreementsagreement or proposal with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This and this Agreement may not be amended only modified except by a writing signed written instrument executed by the party against whom enforcement is soughtboth parties. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any M. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed effective when properly given if delivered in person oror if sent by U.S. mail, if mailed, on the date of deposit in the mailsfirst class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows: If to DST: DST Systems, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Group Vice President-Full Service Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ With a copy of non-operational notices to: DST Systems, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Legal Department Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ If to the other party at the respective address of such party set forth herein Fund: Blackstone / GSO Floating Rate Enhanced Income Fund ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: GSO Legal Facsimile No.: or to such other address as shall have been specified in writing by either the party to the other in accordance herewithwhom such notice is to be given. (e) The provisions of Sections 4(a), 4(d) and 6 N. DST and the other provisions of this Agreement which by their terms contemplate survival Fund (including all agents of the termination of this AgreementFund) agree that, shall survive termination during any term of this Agreement and be deemed for twelve (12) months after its termination, neither party will solicit for employment or offer employment to be independent covenantsany employees of the other. (f) If any term or provision O. The representations and warranties contained herein shall survive the execution of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, and the remainder performance of this Agreement, or services hereunder and the application provisions of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach Section 8 of this Agreement shall be deemed to be a waiver survive the termination of the Agreement and the performance of services hereunder until any other breach statute of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only limitations applicable to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, matter at issues shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretohave expired. (hP. DST will not be precluded from offering services similar to those offered to the Fund(s) It is the intent to other parties, including competitors of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(hFund(s). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of New York, excluding that body of law applicable to choice of law. B. All terms and provisions of this Agreement shall be binding upon and upon, inure to the benefit of and be enforceable by the Company, its successorsparties hereto and their respective successors and permitted assigns. C. The representations and warranties, and assigns the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement. D. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. E. The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. F. 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. G. If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. H. Except as otherwise provided herein, this Agreement may not be assigned by Executivethe Financial Product or PIMCO or DST without the prior written consent of the other. DST may assign this Agreement, in whole or in part, or subcontract certain of its obligations hereunder, to any domestic or foreign affiliate of DST. (b) I. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Financial Product, PIMCO and DST. It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Financial Product or PIMCO. This Agreement contains is between DST, PIMCO and the Financial Product and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto. J. Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder. K. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. L. This Agreement constitutes the entire agreement of between the parties hereto and supersedes all any prior agreement, draft or concurrent agreementsagreement or proposal with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This and this Agreement may not be amended only modified except by a writing signed written instrument executed by the party against whom enforcement is soughtboth parties. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any M. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed effective when properly given if delivered in person oror if sent by U.S. mail, if mailed, on the date of deposit in the mailsfirst class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows: If to DST: DST Systems, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Group Vice President-Full Service Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ With a copy of non-operational notices to: DST Systems, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Legal Department Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ If to the other party at the respective address Financial Product: PIMCO Flexible Credit Income Fund c/o Pacific Investment Management Company, LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇ Facsimile No.: With a copy of such party set forth herein non-operational notices to: Pacific Investment Management Company, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Legal Department or to such other address as shall have been specified in writing by either the party to the other in accordance herewithwhom such notice is to be given. (e) The provisions of Sections 4(a), 4(d) and 6 N. DST and the other provisions of this Agreement which by their terms contemplate survival Financial Product (including all agents of the termination of this Agreement, shall survive termination Financial Product) agree that during any term of this Agreement and be deemed to be independent covenants. for twelve (f12) If any term months after its termination, neither party will solicit for employment or provision of this Agreement or its application offer employment to any person or circumstance is to any extent invalid or unenforceable, employees of the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced other. Notwithstanding anything to the fullest extent permitted by law. (g) No delay or omission to exercise any rightcontrary, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with nothing will prohibit: (i) the interpretation general solicitation for employment not specifically directed at employees of any provision inDST or PIMCO, or obtaining of any right or benefit under this Agreementas applicable, or and the hiring as a result thereof, and (ii) the enforcement hiring of his rights under this Agreement, including, without limitation by litigation anyone who initiates contact with DST or other legal action, because PIMCO regarding such employment. O. The representations and warranties contained herein shall survive the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement execution of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company representations and warranties contained in this Section, Section 27.O. and the provisions of Section 8 hereof shall pay or cause survive the termination of the Agreement and the performance of services hereunder until any statute of limitations applicable to be paid and the matter at issues shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)have expired. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. The following general provisions shall apply to the Option granted pursuant to this Agreement: (a) This Neither the Recipient nor any Person claiming under or through the Recipient will have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable upon exercise of the Option unless and until certificates representing such Shares have been issued and delivered or, if Shares may be held in uncertificated form, unless and until the appropriate entry evidencing such transfer is made in the stockholder records of the Company. (b) Subject to the limitations in this Agreement shall on the transferability by the Recipient of the Option and any Shares issued pursuant thereto, this Agreement will be binding upon on and inure to the benefit of the Company, its successors, successors and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughthereto. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSIf any provision of this Agreement is held to be illegal, RULES OR PRINCIPLESinvalid or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly. (d) This Agreement, together with the Plan, embodies the complete agreement and understanding among the parties with respect to the subject matter hereof and supersedes and preempts any prior or contemporaneous written or oral understandings, agreements or representations by or among any of the parties that may have related to the subject matter hereof in any way. In the event of any inconsistency or conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. In the event of any conflict or any inconsistency between the provisions of this Agreement and any other written agreement between the Company or its Affiliates and the Recipient regarding the acceleration of the vesting and post-Termination Date exercisability provisions hereof, the terms of such other agreement shall govern. Any notices question of administration or other communications required or permitted hereunder interpretation arising under this Agreement shall be in writing determined by the Committee, and such determination shall be deemed effective when delivered final, conclusive and binding upon all parties in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithinterest. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of Nothing in this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or Plan shall be construed as giving the Recipient the right to be a waiver of retained as an officer, consultant, advisor or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent employee of the Company that Executive not be required to incur or any legal fees of its Affiliates. In addition, the Company or disbursements associated with (i) an Affiliate may at any time dismiss the interpretation of Recipient, free from any provision in, liability or obtaining of any right or benefit claim under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive unless otherwise expressly provided in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement Each party shall be binding upon pay the fees and inure expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the benefit negotiation, preparation, execution, delivery and performance of the Company, its successors, and assigns and may not be assigned by ExecutiveTransactions Documents. (b) This Agreement contains may be executed in two or more identical counterparts, all of which shall be considered one and the entire same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. (c) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the masculine and feminine. (d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the parties hereto remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. (e) This Agreement and supersedes all prior or concurrent agreements, whether oral or written, relating the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the subject matter hereofterms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. This No provision of this Agreement and the Notes and Warrants may be amended only other than by a an instrument in writing signed by the Purchaser and the Issuer, and no provision hereof or thereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (df) Any notices or other communications required or permitted hereunder shall to be given under the terms of this Agreement must be in writing and shall will be deemed effective to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in person oreach case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Issuer: QS Energy, if mailedInc. 23902 FM 2978 Tomball, TX 77375 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ If to a Purchaser: To the address set forth on the date of deposit in the mails, postage prepaid, Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party at the respective of any change in address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawfacsimile number. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall This Agreement may not be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, assigned by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoPurchaser. (h) It This Agreement is intended for the intent benefit of the Company that Executive parties hereto and is not be required to incur any legal fees or disbursements associated with (i) for the interpretation of benefit of, nor may any provision inhereof be enforced by, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)person. (i) The Background section representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents. (j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby, except that no consultation shall be required if such disclosure is required by law or the rules and regulations of the SEC. (k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby incorporated into and thereby. (l) The language used in this Agreement will be deemed to be the Operative Provisions language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them. (m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys’ fees and costs, and to exercise all other rights granted by law. (n) This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such state.

Miscellaneous. (a) This The Credit Agreement shall be binding upon and inure the obligations of the Credit Parties thereunder and under the other Investment Documents, subject to the benefit of the Companyamendments and agreements set forth in this Agreement, its successors, are hereby ratified and assigns confirmed and may not be assigned by Executiveshall remain in full force and effect according to their terms. (b) The Credit Parties hereby represent and warrant as follows: (i) Each Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (ii) This Agreement contains the entire agreement of the parties hereto has been duly executed and supersedes all prior or concurrent agreementsdelivered by such Credit Party and constitutes such Credit Party’s legal, whether oral or writtenvalid and binding obligations, relating to the subject matter hereof. This Agreement enforceable in accordance with its terms, except as such enforceability may be amended only limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a writing signed proceeding in equity or at law). (iii) No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the party against whom enforcement is soughtany Credit Party of this Agreement. (c) Each of the Credit Parties hereby affirms the Liens created and granted in the Loan Documents in favor of the Collateral Agent, for the benefit of the Collateral Agent, each Lender and each other holder of the Obligations, and agrees that this Agreement does not adversely affect or impair such liens and security interests in any manner. (d) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy or electronic mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (e) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESNEW YORK. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This If any provision of this Agreement shall, for any reason, be adjudicated by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not effect, impair or invalidate the remainder of this Agreement but shall be binding upon and inure confined in its operation to the benefit jurisdiction in which made and to the provisions of this Agreement directly involved in the Company, its successors, and assigns and may not be assigned by Executivecontroversy in which such judgment shall have been rendered. (b) No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to this Agreement shall operate as a waiver thereof or otherwise prejudice such party’s rights, power and remedies. No single or partial exercise of any rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (c) This Agreement contains the entire agreement of may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart. (d) All payments required to be made to the Executive by the Company hereunder shall be subject to any applicable withholding under any applicable Federal, state, or local tax laws. Any such withholding shall be based upon the most recent form W-4 filed by the Executive with the Company, and the Executive may from time to time revise such filing. (e) This Agreement embodies the entire understanding, and supersedes all prior or concurrent agreements, whether other oral or writtenwritten agreements or understandings, relating to between the parties regarding the subject matter hereof, but excluding, to the extent not expressly modified by the provisions of this Agreement, any outstanding equity award agreements, any nondisclosed agreement, any “work for hire” or intellectual property assignment agreement and any indemnification agreement. This Agreement No change, alteration or modification hereof may be amended only made except in writing signed by a writing both parties hereto. Any waiver to be effective must be in writing, specifically referencing the provision of this Agreement being waived and signed by the party against whom enforcement is being sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS. Except as otherwise expressly provided herein, RULES OR PRINCIPLES. (d) Any notices there are no other restrictions or other communications required or permitted hereunder shall be limitations on the Executive’s activities following termination of employment. The headings in writing this Agreement are for convenience of reference only and shall not be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions considered part of this Agreement which by their terms contemplate survival of or limit or otherwise affect the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsmeaning hereof. (f) If any term or provision This Agreement and the rights and obligations of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision parties hereunder shall be valid construed in accordance with and enforced governed by the laws of the state of California (disregarding any choice of law rules which might look to the fullest extent permitted by lawlaws of any other jurisdiction). (g) No delay Except as otherwise expressly set forth in this Agreement, upon the termination or omission to exercise any rightexpiration of the Employment Period, power the respective rights and obligations of the parties shall survive such termination or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only expiration to the extent specifically set forth in necessary to carry out the applicable writing. All remedies afforded intentions of the parties as embodied under this Agreement. This Agreement to any party hereto, by law shall continue in effect until there are no further rights or otherwise, shall be cumulative and not alternative obligations of the parties outstanding hereunder and shall not preclude assertion be terminated by any either party hereto without the express prior written consent of any other rights or the seeking of any other rights or remedies against any other party heretoboth parties. (h) It The Executive acknowledges and agrees that the Offer Letter is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, includinghereby terminated in full, without limitation by litigation further liability or obligation of either party thereunder, other legal action, because the cost than for salary and expense thereof would substantially detract from the benefits bonus accrued and unpaid as of immediately prior to such termination. Nuvve shall be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement a third party beneficiary of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h13(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. All covenants and agreements hereunder shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Agreement, the Note or other Loan Documents shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Agreement, the Note or other Loan Documents or of such provision or obligation in any other jurisdiction. This Agreement is made for the sole benefit of Borrower and Lender, and no other Person shall be binding upon and inure deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder. This Agreement, the benefit of the Company, its successorsNote, and assigns and may not be assigned by Executive. (b) This Agreement contains the other Loan Documents referred to herein embody the final, entire agreement of among the parties hereto and supersedes supersede any and all prior or concurrent commitments, agreements, representations, and understandings, whether oral written or writtenoral, relating to the subject matter hereofhereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. This There are no oral agreements among the parties hereto. Borrower and Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be deemed to be independent covenants. (f) construed as if jointly drafted by Borrower and Lender. If any term term, condition or provision of this Agreement or its application to shall be inconsistent with any person or circumstance is to any extent invalid or unenforceableterm, the remainder of this Agreement, or the application of such term condition or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of other Loan Document, this Agreement shall control. This Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which counterparts together shall constitute but one and the same instrument. This Agreement shall become effective upon the execution of a waiver counterpart hereof by each of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party parties hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement 1. In the event Bank is required at any time to refund or repay to any person for any reason any sums collected by it on account of the obligations subject to this Agreement, including but not limited to sums repaid to a Trustee in Bankruptcy as a result of an avoided preferential transfer or fraudulent conveyance, Guarantor agrees that all such sums shall be binding upon and inure subject to the benefit terms of this Agreement and that Bank shall be entitled to recover such sums from Guarantor notwithstanding the Company, its successors, and assigns and fact that this Agreement previously may not be assigned by Executivehave been returned to Guarantor or that Guarantor previously may have been discharged from further liability under this Agreement. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior 2. Any notice, demand, or concurrent agreements, whether oral request by Bank to Guarantor or written, relating by Guarantor to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder Bank shall be in writing and shall be deemed effective when delivered given in person oraccordance with the Loan Agreement. 3. This Agreement constitutes the entire agreement, if mailedand supersedes all prior agreements and understandings, on the date of deposit in the mailsboth written and oral, postage prepaid, between Guarantor and Bank with respect to the other party at the respective address of such party set forth herein subject matter hereof. If any clause, provision, or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions section of this Agreement which is determined to be illegal or invalid by their terms contemplate survival any court, the invalidity of such clause, provision, or section shall not affect any of the termination of this Agreementremaining clauses, shall survive termination of provisions, or sections hereof and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision, or section had not been contained herein. In case any agreement or obligation contained in this Agreement be held to be in violation of law, then such agreement or obligation shall be deemed to be independent covenants. (f) If any term the agreement or provision obligation of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceableGuarantor, as the remainder of this Agreementcase may be, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest full extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof4. No waiver set-off, claim, reduction, or diminution of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation obligation or defense of any litigation kind or nature, which Guarantor or the Borrower has or may have against Bank, shall be available hereunder to Guarantor against Bank. 5. No act of commission or omission of any kind or at any time on the part of Bank in respect of any matter whatsoever shall in any way effect or impair this Agreement. This Agreement is in addition to and no in substitution for or discharge of any other legal actionsuretyship held by Bank. 6. This Agreement shall be construed and enforced in accordance with, whether by and the rights of the parties shall be governed by, the laws of the State of Tennessee. The invalidity or against the Companyunenforceability of any one or more phrases, sentences, clauses, or any Director, officer, stockholder, provisions in this Agreement shall not affect the validity or any other person affiliated with enforceability of the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section remaining portions of this Agreement is hereby incorporated into or any part thereof. 7. This Agreement shall bind Guarantor and Guarantor's successors and assigns and the Operative Provisions benefits hereof shall inure to its successors and assigns. Bank may, without any notice whatsoever to Guarantor, sell, assign, or transfer all or any part of the Obligations, and in that event each and every immediate and successive assignee, transferee, or holder of all or any part of the Obligations shall have the right to enforce this Agreement, by suit or otherwise, for the benefit of such assignee, transferee, or holder, as fully as though such assignee, transferee, or holder were herein by name given such rights, powers, and benefits; provided, however, that Bank shall have an unimpaired right, prior and superior to that of any assignee, transferee, or holder, to enforce this Agreement for the benefit of Bank as to so much of the Obligation that Bank has not sold, assigned, or transferred.

Miscellaneous. (a) This Agreement shall be binding upon (including the Company’s representations, warranties, covenants and inure agreements in the Underwriting Agreement incorporated herein pursuant to Section 4(f) hereof) constitutes the entire understanding and agreement between the parties with respect to its subject matter, and there are no agreements or understandings with respect to the benefit subject matter hereof which are not contained in this Agreement. This Agreement may be amended or modified only in writing signed by the parties hereto. The representations, warranties, covenants and agreements of the Companyparties contained herein shall survive execution of this Agreement, its successors, delivery of the Shares and assigns the Warrant and may not be assigned by Executiveexercise of the Warrant. (b) This Agreement contains may be executed in any number of counterparts, all of which taken together shall constitute one and the entire agreement of the parties hereto same instrument and supersedes all prior or concurrent agreements, whether oral or written, relating shall become effective when counterparts have been signed by each party and delivered to the subject matter hereofother parties hereto, it being understood that all parties need not sign the same counterpart. This Agreement Execution may be amended only made by a writing signed delivery by the party against whom enforcement is soughtfacsimile or pdf sent via electronic transmission. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThe provisions of this Agreement are severable and, RULES OR PRINCIPLESin the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement 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 or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely effect the economic rights of either party hereto. (d) Any notices or other All communications required or permitted hereunder hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mailshand delivered, postage prepaidsent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the other party to whom it is addressed at the respective address of such party set forth herein following addresses or to such other address as shall have been specified in writing by either such party to may advise the other in accordance herewithwriting: To the Company: as set forth on the signature page hereto. To the Investor: as set forth on the signature page hereto. All notices hereunder shall be effective upon receipt by the party to which it is addressed. (e) The provisions of Sections 4(a), 4(d) This Agreement shall be governed by and 6 and construed in accordance with the other provisions of this Agreement which by their terms contemplate survival laws of the termination State of this AgreementNew York, shall survive termination including without limitation Section 5-1401 of this Agreement the New York General Obligations. Each of the parties (a) submit to the non-exclusive jurisdiction of the Federal and be deemed state courts in the Borough of Manhattan in The City of New York for the purpose of any action, suit or proceeding arising out of or relating to be independent covenants. (f) If any term or provision of this Agreement or its application to the transactions contemplated hereby, (b) agree that all claims in respect of any person action, suit or circumstance is to proceeding may be heard and determined by any extent invalid or unenforceablesuch court, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced (c) waive to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agree not to commence any such action, suit or proceeding other than in such courts, and (e) waive, to the fullest extent permitted by applicable law, any claim that any action, suit or proceeding is brought in an inconvenient forum. Service of process in connection with any such action, suit or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. (f) The Company agrees that the representations, warranties, covenants and agreements given by the Company in the Underwriting Agreement are incorporated by reference in full herein and the Investor shall be entitled to rely on such representations, warranties, covenants and agreements. The Company confirms that neither it nor any other person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information, except as will be disclosed in the Disclosure Package and the Press Release and the Company's Form 6-K filed with the Commission in connection with the offering and the transactions contemplated hereby. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company. (g) No delay This Agreement shall not be assigned by any party hereto, without the express prior written consent of the Company or omission to exercise the Investor. (h) The Investor has not directly or indirectly, nor has any right, power person acting on behalf of or remedy accruing pursuant to any party hereto shall impair understanding with the Investor, engaged in any such righttransactions in the securities of the Company (including, power without limitations, any Short Sales involving the Company’s securities) since the time that the Investor was first contacted by the Company regarding an investment in the Company. The Investor covenants that neither it nor any person acting on its behalf or remedy or shall be construed to be a waiver of or an acquiescence pursuant to any breach hereofunderstanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. No waiver of any breach For purposes of this Agreement provision, a “Short Sale” means a sale of Ordinary Shares that is marked as a short sale and that is executed at a time when the Investor has no equivalent offsetting long position in the Ordinary Shares, exclusive of the Shares. For purposes of determining whether the Investor has an equivalent offsetting long position in the Ordinary Shares, all Ordinary Shares that would be issuable upon exercise in full of all options, warrants or convertible securities then held by the Investor (assuming that such options were then fully exercisable or convertible, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be a waiver held long by the Investor. The Investor understands and acknowledges that the Commission currently takes the position that coverage of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only Short Sales “against the box” prior to the extent specifically effective date of an applicable Registration Statement is a violation of Section 5 of the Securities Act, as set forth in the applicable writing. All remedies afforded under this Agreement to any party heretoItem 65, by law or otherwiseSection A, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) Manual of Publicly Available Telephone Interpretations, dated July 1997, complied by the interpretation Office of any provision inChief Counsel, or obtaining Division of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)Corporation Finance. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) The representations, warranties, indemnities and agreements of the Borrower, the Administrative Agent and the Lenders and each party's obligations under any and all thereof, shall survive the expiration or other termination of this Agreement or any other Operative Document, except as expressly provided herein or therein. (b) This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by the party or parties thereto. (i) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successorsof, and assigns and may not shall be assigned by Executive. (b) This Agreement contains the entire agreement of enforceable by, the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughttheir respective successors and permitted assigns. (cii) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThe Borrower may not assign any of its rights or obligations under this Agreement or the other Operative Documents except to the extent expressly provided thereby. (iii) Subject to the provisions of clause (iv) below, RULES OR PRINCIPLESany Lender may assign its Notes, in whole or in part, as provided hereunder and in Section 10(c) hereof, to any Person (including an Affiliate, another lender or other third party) which assignment shall be effected pursuant to an agreement substantially in the form of Exhibit B hereto. In addition, any Lender may, with the prior written consent of the Borrower, assign, in whole or in part, its Commitment in respect of the Aircraft to any other Person capable of meeting its funding obligation in respect of the assigned Commitment, which assignment shall be effected pursuant to an agreement substantially in the form of Exhibit B hereto, appropriately modified to relate to the assignment of a Commitment. Effective upon the assignment of any Commitment in accordance with this Section 24(c), such Lender shall be relieved of its obligations in respect of such Commitment to the extent the assignee thereof shall have become obligated in respect thereof. (iv) Any assignment or transfer by such Lender hereunder shall be subject to the following conditions: (A) The transferring Lender shall have first obtained the prior written consent of the Borrower, which consent shall not be unreasonably withheld (provided that no such consent shall be required if an Event of Default has occurred and is continuing), unless the proposed transferee is a Permitted Transferee in which case no such consent of the Borrower shall be required; (B) The transferring Lender shall send the Borrower a written notice of such proposed transfer, setting forth the name and address of the proposed transferee, the amount of the transferring Lender's Notes proposed to be transferred and the proposed date on which such transfer will occur. Other than in respect of a transfer to a Permitted Transferee, Borrower will then have three (3) Business Days to request such additional information as it may reasonably require regarding such proposed transferee, or, if no such additional information is requested and such proposed transfer satisfies the other requirements of this Section 24(c), the Borrower shall be deemed to have consented to such proposed transfer. In the event that the Borrower requests additional information, it shall have three (3) Business Days from the time such additional information is provided to reject such proposed transfer, failing which, subject to satisfaction of the other requirements of this Section 24(c), the Borrower shall be deemed to have given its consent; (C) as a result of any assignment or transfer, there shall be no more than three (3) lenders in the aggregate; (D) no such assignment or transfer shall be in an amount less than $5,000,000; (E) so long as no Event of Default shall have occurred or be continuing, no assignment or transfer shall, at the time of such assignment or transfer, increase the obligations (including, without limitation, in respect of withholding taxes or increased costs) of the Borrower under this Agreement or the Mortgage; and (F) except as otherwise set forth herein, no participant in any Loan assigned or transferred hereunder shall have any rights directly against the Borrower. In the event a Lender, in accordance with this Section 24(c), assigns its interest in any Loan, together with its interest herein and in the other Operative Documents, in each case to the extent relating to such Loan, then all references to "the Lender" hereunder shall mean and refer to such assignee to the extent of such assignment, and any subsequent assignment by such assignee shall have a corresponding effect. Subject always to the foregoing, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. (v) Notwithstanding the foregoing, the Administrative Agent may not assign or transfer its rights or obligations hereunder or under the other Operative Documents without the prior written consent of the Lenders, such consent not to be unreasonably withheld. (vi) All costs and expenses in connection with any assignment or transfer permitted by this Section 24(c) (including any legal fees of counsel to the parties to the Operative Documents) shall be borne by the relevant transferring/assigning lender, except in the case of an assignment or transfer that is effected at the request of the Borrower or if an Event of Default shall have occurred and be continuing, in which case such costs and expenses (including reasonable legal fees) shall be borne by the Borrower. (d) Any notices No Lender shall have any obligation or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, duty to the Borrower, or to other party at Persons with respect to the respective address transactions contemplated hereby except those obligations or duties of such party Lender expressly set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 this Agreement and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected therebyOperative Documents, and each term and provision no Lender shall be valid and enforced to the fullest extent permitted liable for performance by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any such other rights party's obligations or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent duties hereunder. Without limitation of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense generality of the Company as hereafter providedforegoing, under no circumstances whatsoever shall any Lender be liable to represent Executive the Borrower for any action or inaction on the part of the Administrative Agent in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal actiontransactions contemplated herein, whether or not such action or inaction is caused by willful misconduct or against gross negligence of the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)Administrative Agent. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Lender may transfer or assign, in whole or from time to time in part, to one or more persons, which shall be (A) an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended under the Securities Act; (B) shall be an Affiliate of Private Equity Management Group, Inc.; (C) shall not be a direct competitor of the Company to such Lender; and (D) which shall agree in writing to be bound by the terms and conditions of this Note, its rights hereunder in connection with the transfer of the Note by Lender to such person, provided that the Lender complies with all laws applicable thereto and provides written notice of assignment in the form attached hereto as Exhibit A to the Company promptly after such assignment is effected. The provisions of this Agreement shall be binding upon and inure to the benefit of and be binding upon the Company, its successors, respective permitted successors and assigns and may not be assigned by Executiveof the parties. (b) Subject to Section 8(a), above, nothing in this Note shall be construed to give to any person or corporation other than the Company and the Lender any legal or equitable right, remedy or cause under this Note. This Agreement contains Note shall inure to the entire agreement sole and exclusive benefit of the parties hereto Company and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtLender. (c) THIS AGREEMENT SHALL BE GOVERNED EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND CONSTRUED ALL RIGHT TO TRIAL BY JURY IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLESANY LEGAL PROCEEDING. (d) Any notices or other communications required or permitted hereunder The prevailing party in a proceeding shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to reimbursed by the other party at for its reasonable attorneys’ fees and other costs and expenses incurred with the respective address investigation, preparation and prosecution of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithproceeding. (e) The provisions of Sections 4(a)headings herein are for convenience only, 4(d) and 6 and the other provisions do not constitute a part of this Agreement which by their terms contemplate survival of the termination of this Agreement, Note and shall survive termination of this Agreement and not be deemed to be independent covenantslimit or affect any of the provisions hereof. (f) If In case any term one or provision more of the provisions of this Agreement or its application to any person or circumstance is to any extent Note shall be invalid or unenforceableunenforceable in any respect, the remainder validity and enforceability of the remaining terms and provisions of this AgreementNote shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceableand upon so agreeing, shall not be affected thereby, and each term and incorporate such substitute provision shall be valid and enforced to the fullest extent permitted by lawin this Note. (g) No delay provision of this Note may be waived, amended or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereofotherwise modified except in accordance with the requirements set forth in the Credit Agreement. No waiver of any breach default with respect to any provision, condition or requirement of this Agreement Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other breach provision, condition or requirement hereof, nor shall any delay or omission of this Agreement theretofore or thereafter occurring. Any waiver either party to exercise any right hereunder in any manner impair the exercise of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretosuch right. (h) It To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Lender in order to enforce any right or remedy under the Notes. Notwithstanding any provision to the contrary contained in the Notes, it is expressly agreed and provided that the intent total liability of the Company under the Notes for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that Executive not the Company may be required obligated to incur pay under the Notes exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Notes is increased or decreased by statute or any legal fees or disbursements associated official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate of interest applicable to the Notes from the effective date forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Lender with (i) respect to indebtedness evidenced by the interpretation Notes, such excess shall be applied by such Lender to the unpaid principal balance of any provision in, such indebtedness or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits be refunded to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause manner of handling such excess to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)at such Lender’s election. (i) This note is one of the Notes referred to in the Credit Agreement. The Background section Credit Agreement and the other Loan Documents referred to therein contain additional rights of the holder of, and the security for, this Note. (j) This Note shall be governed by, and construed in accordance with, the laws of the State of California in all respects, including all matters of construction, validity and performance, without regard to the choice of law provisions thereof. (k) In the event of a conflict between the provisions of this Agreement is hereby incorporated into Note and the Operative Provisions provisions of this the Credit Agreement, the latter shall control.

Miscellaneous. (a) a. This Agreement shall be binding upon and inure to governed by the benefit laws of the CompanyState of North Dakota, its successorsprovided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, and assigns and may not be assigned by Executivethe Advisers Act, or rules or orders of the SEC thereunder. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) b. The provisions of Sections 4(a), 4(d) and 6 and the other provisions captions of this Agreement which by their terms contemplate survival are included for convenience only and in no way define or limit any of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenantsprovisions hereof or otherwise affect their construction or effect. (f) c. If any term or provision of this Agreement shall be held or its application to any person made invalid by a court decision, statute, rule or circumstance is to any extent invalid or unenforceableotherwise, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, Agreement shall not be affected therebyhereby and, and each term and provision shall be valid and enforced to this extent, the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach provisions of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof severable. d. Nothing herein shall be effective only construed as constituting the Adviser as an agent of the Trust or the Fund. e. The names "The Integrity Funds" and "Trustees of The Integrity Funds" refer respectively to the extent specifically set forth in Trust created and the applicable writing. All remedies afforded under this Agreement to any party heretoTrustees, by law as trustees but not individually or otherwisepersonally, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive acting from time to time under a Declaration of Trust and Certificate of Trust dated October 31, 1997, to retain counsel which reference is hereby made and a copy of his choice, such Certificate of Trust is on file at the expense office of the Company Secretary of State of the State of Delaware and elsewhere as hereafter providedrequired by law, and to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' amendments thereto so filed or hereafter filed. The obligations of "The Integrity Funds" entered into in the name or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and related fees are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and expenses incurred by Executive under this Section 8(h)all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust belonging to such series or class for the enforcement of any claims against the Trust. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement Each party shall be binding upon pay the fees and inure expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the benefit negotiation, preparation, execution, delivery and performance of the Company, its successors, and assigns and may not be assigned by ExecutiveTransactions Documents. (b) This Agreement contains may be executed in two or more identical counterparts, all of which shall be considered one and the entire same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. (c) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the masculine and feminine. (d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the parties hereto remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. (e) This Agreement and supersedes all prior or concurrent agreements, whether oral or written, relating the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the subject matter hereofterms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. This No provision of this Agreement and the Notes and Warrants may be amended only other than by a an instrument in writing signed by the Purchaser and the Issuer, and no provision hereof or thereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (df) Any notices or other communications required or permitted hereunder shall to be given under the terms of this Agreement must be in writing and shall will be deemed effective to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in person oreach case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, if mailedInc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP ▇▇▇ ▇▇▇▇▇▇▇▇, Suite 2170 Los Angeles, CA 90017 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. to the address set forth on the date of deposit in the mails, postage prepaid, Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party at the respective of any change in address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawfacsimile number. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall This Agreement may not be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, assigned by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoPurchaser. (h) It This Agreement is intended for the intent benefit of the Company that Executive parties hereto and is not be required to incur any legal fees or disbursements associated with (i) for the interpretation of benefit of, nor may any provision inhereof be enforced by, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)person. (i) The Background section representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents. (j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law or the rules and regulations of the SEC. (k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby incorporated into and thereby. (l) The language used in this Agreement will be deemed to be the Operative Provisions language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them. (m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law. (n) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly within such state.

Miscellaneous. (a) This Agreement Each party shall be binding upon pay the fees and inure expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the benefit negotiation, preparation, execution, delivery and performance of the Company, its successors, and assigns and may not be assigned by ExecutiveTransactions Documents. (b) This Agreement contains may be executed in two or more identical counterparts, all of which shall be considered one and the entire same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. (c) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the masculine and feminine. (d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the parties hereto remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. (e) This Agreement and supersedes all prior or concurrent agreements, whether oral or written, relating the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the subject matter hereofterms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. This No provision of this Agreement and the Notes and Warrants may be amended only other than by a an instrument in writing signed by the Purchaser and the Issuer, and no provision hereof or thereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (df) Any notices or other communications required or permitted hereunder shall to be given under the terms of this Agreement must be in writing and shall will be deemed effective to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in person oreach case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Issuer: QS Energy, if mailedInc. ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ If to a Purchaser: To the address set forth on the date of deposit in the mails, postage prepaid, Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party at the respective of any change in address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawfacsimile number. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall This Agreement may not be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, assigned by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoPurchaser. (h) It This Agreement is intended for the intent benefit of the Company that Executive parties hereto and is not be required to incur any legal fees or disbursements associated with (i) for the interpretation of benefit of, nor may any provision inhereof be enforced by, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)person. (i) The Background section representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents. (j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby, except that no consultation shall be required if such disclosure is required by law or the rules and regulations of the SEC. (k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby incorporated into and thereby. (l) The language used in this Agreement will be deemed to be the Operative Provisions language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them. (m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys’ fees and costs, and to exercise all other rights granted by law. (n) This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such state.

Miscellaneous. (a) 17.1 This Agreement contains the entire understanding of the parties hereto with respect to the employment of Executive by Company during the term hereof, and the provisions hereof may not be altered, amended, waived, terminated or discharged in any way whatsoever except by subsequent written agreement executed by the party charged therewith. This Agreement supersedes all prior employment agreements, understandings and arrangements between Executive and Company pertaining to the terms of the employment of Executive. A waiver by either of the parties of any of the terms or conditions of this Agreement, or of any breach hereof, shall not be deemed a waiver of such terms or conditions for the future or of any other term or condition hereof, or of any subsequent breach hereof. 17.2 The provisions of this Agreement are severable, and if any provision of this Agreement is invalid, void, inoperative or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any circumstance, it shall nevertheless remain applicable to all other circumstances. 17.3 Company shall have the right to deduct and withhold from Executive's compensation the amounts required to be deducted and withheld pursuant to any present or future law concerning the withholding of income taxes. In the event that Company makes any payments or incurs any charges for Executive's account or Executive incurs any personal charges with Company, Company shall have the right and Executive hereby authorizes Company to recoup such payments or charges by deducting and withholding the aggregate amount thereof from any compensation otherwise payable to Executive hereunder. 17.4 Executive represents that he is under no disability, restriction or prohibition from entering this Agreement or performing the services required hereunder; and also that he has been represented and advised by independent legal counsel in connection with the negotiation, preparation and execution of this Agreement. 17.5 This Agreement shall be binding upon construed and interpreted under the laws of the State of New York applicable to contracts executed and to be performed entirely therein. 17.6 The captions and section headings in this Agreement are not part of the provisions hereof, are merely for the purpose of reference and shall have no force or effect for any purpose whatsoever, including the construction of the provisions of this Agreement. 17.7 To the extent any provision of this Agreement contemplates action after termination hereof or creates a cause of action or claim on which action may be brought by either party, such provision, cause of action or claim shall survive termination of Executive's employment or termination of this Agreement. 17.8 Executive may neither assign his rights nor delegate his duties under this Agreement; provided, however, that notwithstanding the foregoing this Agreement shall inure to the benefit of the CompanyExecutive's legal representatives, its successors, executors administrators or successors and assigns and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtsuccessors or assigns of Company. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be construed under and in accordance with the laws of the State of New Jersey. Each of the Parties hereto irrevocably submits to the jurisdiction of the Superior Court of New Jersey, Cumberland County, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated thereby and to the laying of venue in such court. Each Party hereto irrevocably waives any objection to the laying of venue or that any such action or proceeding brought in said Court has been brought in an inconvenient forum. The Parties further agree that any claims relating to or arising out of this Agreement and the transactions contemplated thereby shall be tried before a judge and without a trial by jury. (b) This Agreement shall be binding upon and inure to the benefit of the Companyparties hereto, its successors, their respective successors and assigns permitted assigns. Each person executing this Agreement represents that the Party on whose behalf the person is executing this Agreement has duly authorized the execution of this Agreement and may not be assigned by Executive. (b) This that such person is authorized to execute the Agreement contains the entire agreement on behalf of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtsuch Party. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSIn case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, RULES OR PRINCIPLESillegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. (d) Any notices The parties may execute this Agreement in one or other communications required or permitted hereunder shall be in writing and shall be deemed effective more identical counterparts, all of which when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 taken together will constitute one and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement same instrument. Facsimile and be deemed to be independent covenants. electronic portable document format (fPDF) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of signatures on this Agreement shall be deemed to be a waiver of any other breach binding, and copies of this Agreement theretofore or thereafter occurring. Any waiver containing the signature of any provision hereof both parties shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretodeemed originals. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement shall be binding upon (including the Company’s representations, warranties, covenants and inure agreements in the Placement Agreement incorporated herein pursuant to Section 5(f) hereof) constitutes the entire understanding and agreement between the parties with respect to its subject matter, and there are no agreements or understandings with respect to the benefit subject matter hereof which are not contained in this Agreement. This Agreement may be amended or modified only in writing signed by the parties hereto. The representations, warranties, covenants and agreements of the Companyparties contained herein shall survive execution of this Agreement, its successors, delivery of the Shares and assigns the Warrants and may not be assigned by Executiveexercise of the Warrants. (b) This Agreement contains may be executed in any number of counterparts, all of which taken together shall constitute one and the entire agreement of the parties hereto same instrument and supersedes all prior or concurrent agreements, whether oral or written, relating shall become effective when counterparts have been signed by each party and delivered to the subject matter hereofother parties hereto, it being understood that all parties need not sign the same counterpart. This Agreement Execution may be amended only made by a writing signed delivery by the party against whom enforcement is soughtfacsimile or pdf sent via electronic transmission. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThe provisions of this Agreement are severable and, RULES OR PRINCIPLESin the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement 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 or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely effect the economic rights of either party hereto. (d) Any notices or other All communications required or permitted hereunder hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mailshand delivered, postage prepaidsent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the other party to whom it is addressed at the respective address of such party set forth herein following addresses or to such other address as shall have been specified in writing by either such party to may advise the other in accordance herewithwriting: To the Seller: as set forth on the signature page hereto. To the Buyer: as set forth on the signature page hereto. All notices hereunder shall be effective upon receipt by the party to which it is addressed. (e) The provisions This Agreement shall be governed by and interpreted in accordance with the internal laws of Sections 4(a)the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any legal action, 4(d) and 6 and the other provisions suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall only be instituted, heard and adjudicated (excluding appeals) in a state or federal court located in New York, and each party hereto knowingly, voluntarily and intentionally waives any objection which by their terms contemplate survival such party may now or hereafter have to the laying of the termination venue of any such action, suit or proceeding, and irrevocably submits to the exclusive personal jurisdiction of any such court in any such action, suit or proceeding. Service of process in connection with any such action, suit or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If The Company agrees that the representations, warranties, covenants and agreements given by the Company in the Placement Agreement are incorporated by reference in full herein and the Investor shall be entitled to rely on such representations, warranties, covenants and agreements. The Company confirms that neither it nor any term or provision of this Agreement other person acting on its behalf has provided the Investor or its application agents (which for this purpose do not include the Placement Agent) or counsel with any information that constitutes or could reasonably be expected to any person or circumstance is to any extent invalid or unenforceableconstitute material, non-public information, except as will be disclosed in the remainder Disclosure Package and the Press Release and the Company's Form 6-K filed with the Commission in connection with the Transaction. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawCompany. (g) No delay This Agreement shall not be assigned by any party hereto, without the express prior written consent of the Company or omission to exercise the Investor. (h) The Investor has not directly or indirectly, nor has any right, power person acting on behalf of or remedy accruing pursuant to any party hereto shall impair understanding with the Investor, engaged in any such righttransactions in the securities of the Company (including, power without limitations, any Short Sales involving the Company’s securities) since the time that the Investor was first contacted by the Company or remedy the Placement Agent regarding an investment in the Company. The Investor covenants that neither it nor any person acting on its behalf or shall be construed to be a waiver of or an acquiescence pursuant to any breach hereofunderstanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. No waiver of any breach For purposes of this Agreement provision, a “Short Sale” means a sale of Ordinary Shares that is marked as a short sale and that is executed at a time when the Investor has no equivalent offsetting long position in the Ordinary Shares, exclusive of the Shares. For purposes of determining whether the Investor has an equivalent offsetting long position in the Ordinary Shares, all Ordinary Shares that would be issuable upon exercise in full of all options, warrants or convertible securities then held by the Investor (assuming that such options were then fully exercisable or convertible, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be a waiver held long by the Investor. The Investor understands and acknowledges that the Commission currently takes the position that coverage of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only Short Sales “against the box” prior to the extent specifically effective date of an applicable Registration Statement is a violation of Section 5 of the Securities Act, as set forth in the applicable writing. All remedies afforded under this Agreement to any party heretoItem 65, by law or otherwiseSection A, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) Manual of Publicly Available Telephone Interpretations, dated July 1997, complied by the interpretation Office of any provision inChief Counsel, or obtaining Division of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)Corporation Finance. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) The rights and duties of the parties shall not be assignable by either party, except that HOH may assign its rights but shall continue to guarantee its obligations, to any corporation or other business entity which is controlled by HOH, which controls HOH, or which is a successor by purchase, merger or otherwise to HOH. The heirs, successors, personal representatives, and assigns of EXECUTIVE shall have the right to collect any accrued benefits due EXECUTIVE hereunder. (b) This Employment Agreement and all provisions hereof shall be binding upon bind and inure to the benefit of the CompanyHOH, its EXECUTIVE, and their respective personal representatives, heirs, successors, and assigns permitted assigns, but EXECUTIVE is not entitled to assign his rights and may not be assigned by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtobligations hereunder. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThis Agreement will be deemed to have been entered into, RULES OR PRINCIPLESand it will be construed and enforced in accordance with the laws of the State of Colorado as applied to contracts made and to be performed entirely within Colorado. (d) Any notices action to enforce or other communications required or permitted hereunder shall requiring interpretation of this Agreement must be brought in writing and shall be deemed effective when delivered in person or, if mailed, on a forum located within the date State of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithColorado. (e) The provisions of Sections 4(a), 4(d) and 6 and In the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If event that any term or provision of this Agreement or its application shall be held to any person or circumstance is to any extent invalid be invalid, illegal, or unenforceable, such provision may be severed, modified, or enforced to the extent possible, and such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, unless such severance would defeat the fundamental purposes of this Agreement. (f) This Agreement may be amended or modified only by written agreement subscribed to by both of the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawparties hereto. (g) No delay or omission to exercise any right, power or remedy accruing to any The waiver by either party hereto shall impair any such right, power or remedy or shall be construed to be of a waiver of or an acquiescence to any breach hereof. No waiver of any breach provision of this Agreement by the other party shall not operate or be deemed to be construed as a waiver of any other subsequent breach of this Agreement theretofore the same provision or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking provision of any other rights or remedies against any other party heretothis Agreement. (h) It is The section headings contained herein are for reference purposes only and will in no way affect the intent of the Company that Executive not be required to incur any legal fees meaning or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h). (i) The Background section of All notices which are required or may be given under this Agreement is shall be given by certified mail, return receipt requested, registered mail, or personal service to the following address: (a) If intended for HOH: Horizon Organic Holding Corporation P. O. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: CEO (b) with a copy to: ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, PC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (c) If intended for EXECUTIVE: Horizon Organic Holding Corporation P. O. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ A party may direct from time to time that notices be sent to a different address by giving the other party notice in writing of the new address. (j) To ensure rapid and economical resolution of any and all disputes directly or indirectly arising out of or in any way connected with EXECUTIVE's employment with HOH or the termination of that employment or this Employment Agreement, with the sole exception of disputes which arise under EXECUTIVE's obligations pursuant to paragraph 12 above (collectively, the "Arbitrable Claims"), HOH and EXECUTIVE each agree that any such dispute, whether of law or fact of any nature whatsoever, will be resolved by final and binding arbitration under the then existing American Arbitration Association ("AAA") arbitration procedures. The Arbitrable Claims will include, but will not be limited to: any and all such claims related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in HOH, vacation pay, fringe benefits, expense reimbursements, severance benefits, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act, as amended ("ADEA"); the federal Americans with Disabilities Act of 1990; the Colorado Anti-Discrimination Act of 1957, as amended; the Wage Claim Act, C.R.S. §§ 8-4-101, et seq., tort law; contract law; wrongful discharge; discrimination; fraud; defamation; and emotional distress; and breach of the implied covenant of good faith and fair dealing. EXECUTIVE and HOH acknowledge and agree that any and all rights they may otherwise have to resolve such Arbitrable Claims by jury trial, by a court, or in any forum other than the AAA, are hereby incorporated into expressly waived. The arbitrators shall be authorized, in addition to any other action they may take, to award reasonable attorneys' fees and costs of arbitration in favor of the Operative Provisions of this Agreementprevailing party.

Miscellaneous. (a) This No provision of this Agreement shall may be binding upon amended or modified in any manner except by a written agreement properly authorized and inure to the benefit of the Company, its successors, and assigns and may not be assigned executed by Executiveboth parties. (b) This Agreement contains shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Nebraska. (c) This Agreement constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreements, agreement with respect to the subject matter hereof whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices The parties may execute this Agreement or other communications required or permitted hereunder shall be in writing any number of counterparts, and all of the counterparts taken together shall be deemed effective when delivered in person or, if mailed, on to constitute one and the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewithsame instrument. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of this Agreementthe parties shall be construed and enforced as if the Agreement did not contain the particular part, or the application of such term or provision held to persons be illegal or circumstances invalid. (f) In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other than those as to which it is held invalid or unenforceablecauses reasonably beyond its control, such party shall not be affected thereby, and each term and provision shall be valid and enforced liable for damages to the fullest extent permitted by lawother party resulting from such failure to perform or otherwise from such causes. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and NLD shall not preclude assertion be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by any party hereto of any other rights NLD or the seeking of any other rights or remedies against any other party heretoits affiliates. (h) It is the intent of the Company that Executive not be required to incur any legal fees Any controversy or disbursements associated with (i) the interpretation of any provision inclaim arising out of, or obtaining of any right or benefit under related to, this Agreement, its termination or the breach thereof, shall be settled by binding arbitration by three arbitrators (iior by fewer arbitrator(s), if the parties subsequently agree to fewer) in the enforcement State of his rights under this AgreementNebraska, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection accordance with the interpretation and/or enforcement rules then obtaining of this AgreementFINRA, including without limitation and the initiation or defense of any litigation or other legal actionarbitrators’ decision shall be binding and final, whether by or against and judgment upon the Company, or any Director, officer, stockholder, or any other person affiliated with the Company award rendered may be entered in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)court having jurisdiction thereof. (i) The Background section of Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (j) All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received, and shall be given to the following addresses (or such other addresses as to which notice is hereby incorporated into the Operative Provisions given): AdvisorOne Funds Northern Lights Distributors, LLC c/o Gemini Fund Services, LLC Attn: Legal Department 1▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2 1▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Omaha, NE 68130 O▇▇▇▇, ▇▇ ▇▇▇▇▇ (k) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (l) Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.

Miscellaneous. (a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Advisor and Subadvisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed Section headings in this Agreement are included for convenience only and are not to be a waiver of used to construe or an acquiescence to any breach hereof. No waiver of any breach of interpret this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoAgreement. (h) It is Notices, requests, instructions and communications received by the intent parties at their respective principal places of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision inbusiness, or obtaining of any right or benefit under this Agreementat such other address as a party may have designated in writing, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)deemed to have been properly given. (i) The Background section No affiliated person, employee, agent, director, officer or manager of this Agreement is hereby incorporated into the Operative Provisions of Subadvisor shall be liable at law or in equity for the Subadvisor's obligations under this Agreement. (j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) This Employment Agreement, together with the Schedules and Non-Disclosure Agreement, sets forth the terms of Employee’s employment with the Company and supersedes any prior representations or agreements, whether written or oral. This Employment Agreement may not be modified, amended and no provision may be waived, except by a written agreement, signed by the Company and by Employee. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will be lessened or reduced to the extent possible or will be severed and will not affect any other provision and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement shall will be governed by New York law without reference to rules of conflicts of law. The waiver of any breach of any provision of this Employment Agreement will not operate or be construed as a waiver of any subsequent breach of the same or other provision of this Employment Agreement. This Agreement will be binding upon on, and inure to the benefit of of, the Companyexecutors, its administrators, heirs, successors, and assigns and of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement may not be assigned either by Executive. (b) This Agreement contains the entire agreement of the parties hereto and supersedes all prior Company or concurrent agreements, whether oral or written, relating to the subject matter hereofby Employee. This Agreement may be amended only by a writing signed by executed in several original or facsimile or digital copy counterparts and all so executed and transmitted will constitute one Agreement, binding on all the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices parties hereto even though all the parties are not signatories to the original or other communications required the same counterpart. Facsimile or permitted hereunder shall be in writing and shall digitally transmitted signatures will be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address valid as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 though they were originals and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for parties may perform any and all reasonable attorneys' obligations and related fees and expenses incurred by Executive under this Section 8(h)duties in reliance on the facsimile copies. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) No party to this Agreement shall be liable to another party for consequential damages under any provision of this Agreement. (b) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto. (c) This Agreement shall be binding upon governed by, and inure to the benefit provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the Company, its successors, and assigns and may not be assigned by ExecutiveState of Delaware. (bd) This Agreement contains constitutes the entire agreement of between the parties hereto and supersedes all any prior or concurrent agreementsagreement with respect to the subject matter hereof, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions This Agreement may be executed by the parties hereto on any number of Sections 4(a)counterparts, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival all of the termination of this Agreement, counterparts taken together shall survive termination of this Agreement and be deemed to be independent covenantsconstitute one and the same instrument. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or its application to any person or circumstance is to any extent invalid or unenforceableotherwise invalid, the remainder remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by the Adviser, Forum and the Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notices, requests, instructions and communications received by the parties at their respective principal addresses, or the application of at such term other address as a party may have designated in writing, shall be deemed to have been properly given. (i) Nothing contained in this Agreement is intended to or provision shall require Forum, in any capacity hereunder, to persons perform any functions or circumstances duties on any day other than those as a Fund business day. Functions or duties normally scheduled to be performed on any day which it is held invalid or unenforceable, not a Fund business day shall not be affected therebyperformed on, and each term and provision shall be valid and enforced to as of, the fullest extent permitted next Fund business day, unless otherwise required by law. (gj) No delay or omission to exercise Notwithstanding any rightother provision of this Agreement, power or remedy accruing to any party hereto the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall impair any such right, power or remedy be liable or shall be construed to charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (k) No affiliated person, employee, agent, officer or director of Forum shall be a waiver of liable at law or an acquiescence in equity for Forum's obligations under this Agreement. (l) All references to any breach hereof. No waiver of any breach of law in this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only include reference to the extent specifically set forth in applicable rules and regulations promulgated under authority of the applicable writing. All remedies afforded under this Agreement to any party hereto, by law and all official interpretations of such law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights rules or the seeking of any other rights or remedies against any other party heretoregulations. (hm) It is the intent Each of the Company undersigned warrants and represents that Executive not be required they have full power and authority to incur any legal fees or disbursements associated with (i) sign this Agreement on behalf of the interpretation of any provision in, or obtaining of any right or benefit under party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, or (ii) the enforcement of his rights under this Agreementwhen executed and delivered, includingwill constitute a legal, without limitation by litigation or other legal action, because the cost valid and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense binding obligation of the Company as hereafter providedparty, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or enforceable against the Companyparty in accordance with its terms, or any Directorsubject to bankruptcy, officerinsolvency, stockholderreorganization, or any moratorium and other person affiliated with laws of general application affecting the Company in any jurisdiction. The Company shall pay or cause to be paid rights and shall be solely responsible for any remedies of creditors and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)secured parties. (in) The Background section terms "vote of this Agreement is hereby incorporated into a majority of the Operative Provisions of this Agreementoutstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (aA) The Parties agree that the state and federal courts in the State of New York shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein. (B) In the event any Party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing Party in any such proceeding shall be entitled to recover from the losing Party its costs of suit, including reasonable attorneys' fees, as may be fixed by the court. (C) This Agreement shall be binding upon and inure to the benefit of the CompanyParties hereto, its successors, their administrators and assigns and may successors in interest. This Agreement shall not be assigned assignable by Executiveeither Party hereto without the prior written consent of the other. (bD) This Agreement contains Agreement, together with the Exhibits referred to herein which are incorporated herein by this reference, constitutes the entire agreement of between the parties Parties hereto with respect to the transactions contemplated hereby and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is soughtverbal and written agreements and understandings related thereto. (cE) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWSThis Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of New York including all matters of construction, RULES OR PRINCIPLESvalidity, performance, and enforcement and without giving effect to the principles of conflict of laws. (dF) Any notices No supplement, modification, or other communications required or permitted hereunder amendment of this Agreement shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mails, postage prepaid, to the other party at the respective address of such party set forth herein or to such other address as shall have been specified binding unless executed in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by law. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereofParties. No waiver of any breach of the provisions of this Agreement shall be deemed to be deemed, or shall constitute, a waiver of any other breach of this Agreement theretofore provision, whether or thereafter occurringnot similar, nor shall any waiver constitute a continuing waiver. Any No waiver of shall be binding unless executed in writing by the Party making the waiver. (G) If any provision hereof is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be effective only to the extent specifically set forth in the applicable writingfully severable. All remedies afforded under this This Agreement to any party hereto, by law or otherwise, shall be cumulative construed and not alternative enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not preclude assertion be affected by any party hereto the illegal, invalid or unenforceable provision or by its severance wherefrom. Furthermore, in lieu of any other rights such illegal, invalid or the seeking of any other rights or remedies against any other party hereto. (h) It is the intent of the Company that Executive not unenforceable provision there shall be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation added automatically by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provideda part hereof a provision as similar in terms to such illegal, to represent Executive in connection with the interpretation and/or enforcement of this Agreementinvalid or unenforceable provision as may be possible and legal, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid valid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)enforceable. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.

Miscellaneous. (a) This Agreement Each party shall be binding upon pay the fees and inure expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the benefit negotiation, preparation, execution, delivery and performance of the Company, its successors, and assigns and may not be assigned by ExecutiveTransactions Documents. (b) This Agreement contains may be executed in two or more identical counterparts, all of which shall be considered one and the entire same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature transmitted by e-mail shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. (c) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and neutral shall include the masculine and feminine. (d) If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the parties hereto remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. (e) This Agreement and supersedes all prior or concurrent agreements, whether oral or written, relating the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the subject matter hereofterms and conditions set forth herein, and, the terms of this Agreement and the Notes and Warrants may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. This No provision of this Agreement and the Notes and Warrants may be amended only other than by a an instrument in writing signed by the Purchaser and the Issuer, and no provision hereof or thereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (df) Any notices or other communications required or permitted hereunder shall to be given under the terms of this Agreement must be in writing and shall will be deemed effective to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in person oreach case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, if mailedInc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ to the address set forth on the date of deposit in the mails, postage prepaid, Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party at the respective of any change in address of such party set forth herein or to such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement, shall survive termination of this Agreement and be deemed to be independent covenants. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawfacsimile number. (g) No delay or omission to exercise any right, power or remedy accruing to any party hereto shall impair any such right, power or remedy or shall This Agreement may not be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, assigned by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretoPurchaser. (h) It This Agreement is intended for the intent benefit of the Company that Executive parties hereto and is not be required to incur any legal fees or disbursements associated with (i) for the interpretation of benefit of, nor may any provision inhereof be enforced by, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits to be extended to Executive hereunder. Accordingly, the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)person. (i) The Background section representations and warranties of the Purchaser and the Issuer contained herein shall survive each of the Closings and the termination of this Agreement and the other Transaction Documents. (j) The Purchaser and the Issuer shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law or the rules and regulations of the SEC. (k) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby incorporated into and thereby. (l) The language used in this Agreement will be deemed to be the Operative Provisions language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and the other Transaction Documents and seek the advice of counsel on it and them. (m) The Purchaser and the Issuer each shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Purchaser has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law. (n) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly within such state.

Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. (b) Shareholder agrees that this Agreement and the respective rights and obligations of Shareholder hereunder shall attach to any shares of Company Common Stock, and any securities convertible into such shares, that may become Beneficially Owned by Shareholder. (c) Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, and Parent, on the one hand, and Shareholder, on the other hand, shall indemnify and hold the other harmless from and against any and all claims, liabilities or obligations with respect to any brokerage fees, commissions or finders' fees asserted by any person on the basis of any act or statement alleged to have been made by such party or its Affiliates. (d) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Companyparties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party (whether by operation of Law or otherwise) without the prior written consent of the other party; provided, that Parent may assign its successorsrights and obligations hereunder to any -------- subsidiary of Parent, but no such assignment shall relieve Parent of its obligations hereunder. It is understood that Parent expects to delegate its rights and obligations hereunder and under the Acquisition Agreement to a wholly-owned Netherlands subsidiary. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. (e) This Agreement may not be assigned amended, changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Executiveeach of the parties hereto. The parties may waive compliance by the other parties hereto with any representation, agreement or condition otherwise required to be complied with by such other party hereunder, but any such waiver shall be effective only if in writing executed by the waiving party. (bf) This Agreement contains the entire agreement of the parties hereto All notices and supersedes all prior or concurrent agreements, whether oral or written, relating to the subject matter hereof. This Agreement may be amended only by a writing signed by the party against whom enforcement is sought. (c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. (d) Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed effective given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered in person or, if mailed, on by hand or (c) the date expiration of deposit in five business days after the mailsday when mailed by certified or registered mail, postage prepaid, to the other party addressed at the respective address of such party set forth herein following addresses (or to at such other address for a party as shall have been be specified in writing by either party like notice): If to the other in accordance herewithShareholder: c/o ABN Amro Trust Company ▇▇▇▇▇▇▇▇▇▇ ▇▇. (e) The provisions of Sections 4(a)▇▇ ▇▇▇▇▇▇▇, 4(d) and 6 and the other provisions of this Agreement which by their terms contemplate survival of the termination of this Agreement▇▇▇▇▇▇▇▇▇▇▇ Antilles copy to: Stroock & Stroock & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, shall survive termination of this Agreement and be deemed ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. If to be independent covenantsParent: Marriott International, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: General Counsel, Dept. 52/923 copy to: O'Melveny & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇, ▇. (f) If any term or provision of this Agreement or its application to any person or circumstance is to any extent invalid or unenforceable▇. ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the remainder of this Agreement, 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 not be affected thereby, and each term and provision shall be valid and enforced to the fullest extent permitted by lawEsq. (g) No delay Any provision of this Agreement which is prohibited or omission unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. (h) Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in any action instituted in any state or federal court sitting in New York. (i) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. The failure of any party hereto to exercise any right, power or remedy accruing provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall impair not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. (j) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of laws. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York (the "New York Courts") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in the New York Courts), waives any objection to the laying of venue of any such litigation in the New York Courts and agrees not to plead or claim in any New York Court that such litigation brought therein has been brought in an inconvenient forum. (k) The descriptive headings used herein are inserted for convenience of reference only and are not intended to be a waiver part of or an acquiescence to any breach hereof. No waiver of any breach affect the meaning or interpretation of this Agreement Agreement. "Include," "includes," and "including" shall be deemed to be a waiver followed by "without limitation" whether or not they are in fact followed by such words or words of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by any party hereto of any other rights or the seeking of any other rights or remedies against any other party heretolike import. (hl) It is the intent This Agreement may be executed in counterparts, each of the Company that Executive not which shall be required to incur any legal fees or disbursements associated with (i) the interpretation of any provision in, or obtaining of any right or benefit under this Agreement, or (ii) the enforcement of his rights under this Agreement, including, without limitation by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits deemed to be extended to Executive hereunder. Accordinglyan original, but all of which, taken together, shall constitute one and the Company irrevocably authorizes Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Executive in connection with the interpretation and/or enforcement of this Agreement, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company, or any Director, officer, stockholder, or any other person affiliated with the Company in any jurisdiction. The Company shall pay or cause to be paid and shall be solely responsible for any and all reasonable attorneys' and related fees and expenses incurred by Executive under this Section 8(h)same instrument. (i) The Background section of this Agreement is hereby incorporated into the Operative Provisions of this Agreement.