Common use of Miscellaneous Clause in Contracts

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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to this This Agreement shall be liable binding upon and inure to the other party for consequential damages under any provision benefit of this Agreementthe Company, its successors, and assigns and may not be assigned by Executive. (b) No provisions This Agreement contains the entire agreement of this 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 or modified in any manner except only by a written agreement properly authorized and executed writing signed by both parties heretothe party against whom enforcement is sought. (c) This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD TO ITS CONFLICTS OF LAWS, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkRULES OR PRINCIPLES. (d) This Agreement constitutes 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 entire agreement between date of deposit in the parties hereto and supersedes any prior agreement with respect mails, postage prepaid, to the subject matter hereof, whether oral other party at the respective address of such party set forth herein or writtento such other address as shall have been specified in writing by either party to the other in accordance herewith. (e) This The provisions of Sections 4(a), 4(d) and 6 and the other provisions of this Agreement may be executed which by the parties hereto on any number of counterparts, and all their terms contemplate survival of the counterparts taken together termination of this Agreement, shall survive termination of this Agreement and be deemed to constitute one and the same instrumentbe independent covenants. (f) If any part, term or provision of this Agreement or its application to any person or circumstance is held to be illegal, in conflict with any law extent invalid or otherwise invalidunenforceable, the remaining portion remainder of this Agreement, or portions shall be considered severable and not be affected, and the rights and obligations application of the parties shall be construed and enforced as if the Agreement did not contain the particular part, 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 be illegal or invalidthe fullest extent permitted by law. (g) Section headings in 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 are included for convenience only and are not shall be deemed to be used a waiver of any other breach of this Agreement theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to construe the extent specifically set forth in the applicable writing. All remedies afforded under this Agreement to any party hereto, by law or interpret this Agreementotherwise, 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) Notwithstanding 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 provision 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 parties agree that initiation or defense of any litigation or other legal action, whether by or against the assets 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 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 shall be charged solely responsible for any debt, obligation or liability of any other Fund, whether arising and all reasonable attorneys' and related fees and expenses incurred by Executive under this Agreement or otherwiseSection 8(h). (i) No affiliated person, employee, agent, officer or director The Background section of this Agreement is hereby incorporated into the Distributor shall be liable at law or in equity for the Distributor's obligations under Operative Provisions of 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) Neither party to this Agreement The Distributor shall not be liable to the other party Fund and the Fund shall not be liable to the Distributor for consequential damages under any provision of this AgreementAgreement 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 both parties heretothe Distributor and the Fund. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkMaryland. (d) This Agreement constitutes the entire agreement between the parties hereto Distributor and the Fund and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (i) The 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 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) Neither party No Amendment to this Agreement Agreement, or any part thereof, shall be liable 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 other party for consequential damages under any provision construction of this Agreement. (b) No provisions . Any use of this Agreement may be amended or modified the word “including” in any manner except by a written agreement properly authorized and executed by both parties hereto. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed as meaning “including, without limitation”, unless expressly stipulated to the contrary. All pronouns contained herein, and interpreted 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 Exhibits, Appendices 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 and 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 accordance witha previous instance. In case any provision of the Agreement shall be declared invalid, illegal or unenforceable, the laws validity, legality and enforceability of the State of New York. (d) remaining provisions shall not in any way be affected or impaired thereby and shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement 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 shall be deemed to have been made and concluded in Israel and the construction, validity and 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, whether oral 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 written. 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 by the parties hereto on in any number of counterparts, in original or by facsimile, and all of the counterparts taken together each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrumentagreement. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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 heretohereto 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this AgreementNotices, requests, instructions and communications received by the parties agree that the assets and liabilities at their respective principal places of each Fund are separate and distinct from the assets and liabilities of each business, or at such other Fund and that no Fund address as a party may have designated in writing, shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisedeemed to have been properly given. (i) No affiliated person, employee, agent, director, officer or director manager of the Distributor Sub-advisor shall be liable at law or in equity for the Distributor's Sub-advisor’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," “control” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) Neither party 2.1. All powers and remedies given by this Note to the Holder hereof shall, to the extent permitted by law, 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 Agreement Note. No delay or omission of the Holder hereof to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power or shall be liable construed to be a waiver of any such default or any acquiescence therein. Every power and remedy given by this Note or by law to the other party for consequential damages under any provision 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 the payment of the principal of and the interest on this AgreementNote being expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness. (b) No 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 this Agreement may be amended an attorney for collection or modified in any manner except by a written agreement properly authorized and executed by both parties heretoif it is collected through bankruptcy or other judicial proceedings. (c) 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 action by any Holder hereof for the purpose of fixing its liability hereon. 2.4. This Agreement Note has been executed and delivered in and 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 New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number Colorado. Galaxy Energy Corporation Subordinated Promissory Note - Page 3 of counterparts, and all of the counterparts taken together shall be deemed to constitute 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 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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.4

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 all parties heretohereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) No amendment to this Agreement or the 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 shareholders of any other Fund. (c) This Agreement shall be governed by, and the provisions of No party to this Agreement shall be construed and interpreted liable to the any other party for consequential damages under and in accordance with, the laws any provision of the State of New Yorkthis Agreement. (d) THIS AGREEMENT SHALL BE GOVERNED BY, AND THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED UNDER AND IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE. (e) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (ef) 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. (fg) If any part, term or provision of this Agreement is 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. (gh) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (hi) 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. (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 each any other Fund 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 FundFund or series, whether arising under this Agreement or otherwise. (ik) No affiliated person, employee, agent, director, officer or director manager of the Distributor Subadviser shall be liable at law or in equity for the DistributorSubadviser'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. (kl) 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. Notwithstanding anything to the contrary herein: (a) Neither party to this Agreement in paying principal and interest on the Notes hereunder, the Fiscal and Paying Agent shall be liable acting as a conduit and shall not be paying such principal or interest for its own account. In the absence of written notice from the Bank to the other party contrary, the Fiscal and Paying Agent shall be entitled to assume that any Note presented to it, or deemed presented to it, for consequential damages under any provision of this Agreement.payment, is entitled to be so paid; (b) No provisions of the Fiscal and Paying Agent shall not be required to invest any moneys delivered to it pursuant to this Agreement may be amended and shall have no liability for interest on any moneys received or modified in any manner except held by a written agreement properly authorized and executed by both parties hereto.it hereunder; (c) This Agreement the Fiscal and Paying Agent shall not be governed by, responsible for the accuracy of any recital of any party (other than the Fiscal and Paying Agent) that is stated herein or in the provisions of this Agreement shall be construed Notes or in any offering materials relating thereto and interpreted under and in accordance with, makes no representations as to the laws validity or enforceability of the State of New York.Notes and shall incur no responsibility in respect thereto; (d) This Agreement constitutes the entire agreement between 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 paper or document deemed by it in good faith to be genuine and correct and to have been signed or sent by the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral proper person or written.persons; and (e) This Agreement may be executed any action taken by the parties hereto on Fiscal and Paying Agent pursuant to this Agreement upon the request or authority or consent of any number person who at the time of counterparts, and all making such request or giving such authority or consent is the holder of the counterparts taken together a Note shall be deemed to constitute one conclusive 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 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. binding upon (i) No affiliated person, employee, agent, officer or director all future holders of the Distributor shall be liable at law same Note and any Note issued in exchange therefor or in equity for the Distributor's obligations under this Agreement. place thereof, (jii) Each all beneficial owners of the undersigned warrants same Note and represents that they have full power and authority to sign this Agreement on behalf (iii) all holders of the party indicated and that their signature will bind the party indicated same Note issued in definitive form pursuant to the terms Section 2.4(b) 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) 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) 15.1 This Agreement MTA shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of New YorkIllinois as they apply to agreements entered into and 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 personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens. (d) 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 constitutes MTA contains the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofcontained herein and supersedes any previous understandings, whether commitments or agreements, oral or written, 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 terms of this MTA. (e) This Agreement may be executed 15.4 A waiver, delay or forbearance by the parties hereto on either party, whether express or implied, in enforcing or exercising any number of counterparts, and all its rights or remedies hereunder will not constitute a waiver of the counterparts taken together shall be deemed to constitute one and the same instrumentsuch right or remedy. (f) If any part, term or 15.5 No provision of this Agreement MTA is held intended to be illegal, in conflict with enforceable by any law or otherwise invalid, the remaining portion or portions shall be considered severable and person who is 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 a party to be illegal or invalid. (g) Section headings in this Agreement and nor are included for convenience only and are not any rights granted to be used to construe or interpret this Agreement. (h) 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 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 third party under this Agreement statute or otherwise. (i) No affiliated person15.6 Nothing in this MTA will create a partnership, employeejoint venture or relationship of agency between the parties. 15.7 This MTA may be executed in counterparts and by electronic signature, agent, officer or director each of the Distributor which shall be liable at law or in equity for the Distributor's obligations under this Agreementdeemed an original. (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) 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) 15.1 This Agreement MTA shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of New YorkIllinois as they apply to agreements entered into and 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 personal jurisdiction of the courts located within ▇▇▇▇ County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens. (d) 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 constitutes MTA contains the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofcontained herein and supersedes any previous understandings, whether commitments or agreements, oral or written, 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 terms of this MTA. (e) This Agreement may be executed 15.4 A waiver, delay or forbearance by the parties hereto on either party, whether express or implied, in enforcing or exercising any number of counterparts, and all its rights or remedies hereunder will not constitute a waiver of the counterparts taken together shall be deemed to constitute one and the same instrumentsuch right or remedy. (f) If any part, term or 15.5 No provision of this Agreement MTA is held intended to be illegal, in conflict with enforceable by any law or otherwise invalid, the remaining portion or portions shall be considered severable and person who is 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 a party to be illegal or invalid. (g) Section headings in this Agreement and nor are included for convenience only and are not any rights granted to be used to construe or interpret this Agreement. (h) 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 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 third party under this Agreement statute or otherwise. (i) No affiliated person15.6 Nothing in this MTA will create a partnership, employeejoint venture or relationship of agency between the parties. 15.7 This MTA may be executed in counterparts and by electronic signature, agent, officer or director each of the Distributor which shall be liable at law or in equity for the Distributor's obligations under this Agreementdeemed an original. (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) Neither party 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 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 liable subject to the other party for consequential damages terms of this Agreement and that Bank shall be entitled to recover such sums from Guarantor notwithstanding the fact that this Agreement previously may have been returned to Guarantor or that Guarantor previously may have been discharged from further liability under any provision of this Agreement. (b) No provisions 2. Any notice, demand, or request by Bank to Guarantor or by Guarantor to Bank shall be in writing and shall be given in accordance with the Loan Agreement. 3. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between Guarantor and Bank with respect to the subject matter hereof. If any clause, provision, or section of this Agreement may is determined to be amended illegal or modified in invalid by any manner except by a written agreement properly authorized court, the invalidity of such clause, provision, or section shall not affect any of the remaining clauses, provisions, or sections hereof and executed by both parties hereto. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under 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 the agreement or obligation of Guarantor, as the case may be, to the full extent permitted by law. 4. No set-off, claim, reduction, or diminution of any obligation or defense of any 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 suretyship held by Bank. 6. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York. (d) This Tennessee. The invalidity or unenforceability of any one or more phrases, sentences, clauses, or provisions in this Agreement constitutes shall not affect the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral validity or written. (e) This Agreement may be executed by the parties hereto on any number of counterparts, and all enforceability of the counterparts taken together shall be deemed to constitute one and the same instrument. (f) If any part, term or provision remaining portions of this Agreement is held or any part thereof. 7. This Agreement shall bind Guarantor and Guarantor's successors and assigns and the benefits hereof shall inure to be illegalits successors and assigns. Bank may, in conflict with without any law notice whatsoever to Guarantor, sell, assign, or otherwise invalid, transfer all or any part of the remaining portion or portions shall be considered severable and not be affectedObligations, and the rights in that event each and obligations every immediate and successive assignee, transferee, or holder of all or any part of the parties Obligations shall be construed and enforced as if have the Agreement did not contain the particular part, term or provision held right to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of enforce this Agreement, by suit or otherwise, for the parties agree 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 the assets Bank shall have an unimpaired right, prior and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and superior to that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fundassignee, whether arising under transferee, or holder, to enforce this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director for the benefit of Bank as to so much of the Distributor shall be liable at law Obligation that Bank has not sold, assigned, or in equity for the Distributor's obligations under this Agreementtransferred. (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) Neither party to this This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. This Agreement shall be liable inure to the other party for consequential damages under any provision of this Agreementbenefit of, and be binding upon, the parties hereto and their respective successors and assigns. (b) No provisions 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 amended assigned, pledged or modified in hypothecated by any manner except by a party without the written agreement properly authorized and executed by both parties heretoconsent of each other party to this Agreement. (c) This Agreement shall be governed by, supersedes all prior agreements and understandings relating to the provisions of subject matter hereof. Neither this Agreement shall nor any term hereof may be construed and interpreted under and changed, waived, discharged or terminated orally, but only by an instrument in accordance with, writing signed by the laws party against whom enforcement of the State change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of New Yorkreference only and shall not limit or otherwise affect the meaning hereof. (d) This Agreement constitutes The Depositor shall immediately effect the entire agreement between redelivery of the parties hereto Mortgage Loans and supersedes all Mortgage Loan Documents and any prior agreement with respect security interest created by Section 8 hereof shall be deemed to have been released if, on the subject matter hereofClosing Date, whether oral any of the conditions set forth in Section 7 hereof shall not have been satisfied or writtenwaived. (e) This Agreement may be executed by It is the express intent of the parties hereto on any number of counterparts, and all that the conveyances of the counterparts taken together 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, further, 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) 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 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 a security interest in all of the 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 one 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 same instrumentDepositor shall, to the extent consistent with this Agreement, 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 the Transfer and Servicing Agreement. (f) If The Seller shall not file any part, term or provision of this Agreement is held to be illegal, in conflict with any law involuntary petition or otherwise invalidinstitute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy or similar law against the remaining portion or portions shall be considered severable Depositor so long as any debt instrument issued by the Issuer is outstanding and not be affected, for one year 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 invalidone day thereafter. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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 all parties heretohereto 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (de) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (ef) This Agreement may be executed by the parties hereto on in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (fg) If any part, term or provision of this Agreement is 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. 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. (gh) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (hi) Notices, requests, instructions and communications received by the parties at its 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. (j) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each 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. (ik) No affiliated person, employee, agent, director, officer or director portfolio manager of the Distributor either Adviser shall be liable at law or in equity for the Distributor's Adviser’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. (kl) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) 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 hereto and supersedes any prior agreement 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 parties and their respective successors, personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party (whether oral by operation of law or writtenotherwise) 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 amended, changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by each 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 parties hereto on waiving party. (f) All notices (which term shall include any number of counterparts, other communications) required or permitted to be given under this Agreement or in connection with the matters contemplated by this Agreement shall be in writing and all of the counterparts taken together 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 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 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 event that any of the provisions of this Agreement 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 monetary damages. Accordingly, it is agreed that the parties hereto (i) shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to compel specific performance of this Agreement, 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 adequacy of a remedy at law. Each of the parties further agrees to waive any requirement for the securing or posting of any bond or other security in connection with any proceeding for specific performance. (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 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 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 the principles of conflicts of law thereof or of any other jurisdiction. (k) This Agreement may be executed in counterparts, each of which shall be deemed to be 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. (fl) If any part, term Any legal action or provision of proceeding with respect to this Agreement is held to be illegal, or any matters arising out of or in conflict connection 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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., and any action for enforcement of any 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 (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (jm) Each of the undersigned warrants Stockholder, Parent and represents that they Purchaser each hereby irrevocably waives any objection which he or she may now or hereafter have full power and authority to sign the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement on behalf or otherwise brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that he or she is not personally subject to the jurisdiction of the above-named courts, (ii) that he or she or his or her property is exempt or immune from jurisdiction of any such 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 otherwise), (iii) that the proceeding in any such court is brought in an inconvenient forum, (iv) that the venue of such proceeding is improper or (v) that this Agreement, or the subject matter hereof, may not be enforced in or by such court. Nothing herein shall affect the right of any party indicated and that their signature will bind the party indicated hereto to the terms hereofserve process in any other manner permitted by law. (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) Neither party to this Agreement The Distributor shall not be liable to the other party 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 both parties heretothe Distributor and the Funds. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto Distributor and the Funds and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (i) 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 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. (aA) Neither 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 can be waived through course of dealing, course of performance, or trade usage and that reliance on any waiver without the other party’s written consent is unreasonable. Waiver of any breach will be limited to the 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 proposed action, and will not affect the proposing party’s obligation to strictly comply with this Agreement and all related Orders. (B) Buyer may not assign this Agreement 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 Terms and Conditions of Sale contained herein are enforceable against ▇▇▇▇▇’s successors and permitted assigns. (C) Seller’s remedies in this Agreement are cumulative and in addition to any other remedies available to Seller, whether at law, equity, or otherwise. (D) 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 shall be liable and not an agent or employee of the other party. (F) Any notice, request, demand, or other communication from one party to the other required or permitted to be given under this Agreement will be sent to the address for each party for consequential damages under any provision indicated on the applicable Order and (i) delivered in person; (ii) sent by overnight service (signature required); or (iii) sent via email with confirmation of this Agreement.delivery. All notices will be effect on the date of receipt. Parties may change such notice addresses upon written notice to the other party. In the case of notice to Seller, please also send a copy to: (bG) No provisions provision 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 governed by, and construed against either party as the provisions drafting party. The English language version of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New Yorkwill govern over any translations. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party The failure of Landlord or Tenant to insist upon prompt and strict performance of any of the terms, conditions or undertakings of this Agreement 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 liable binding upon and shall inure to the other party for consequential damages under any provision benefit of this Agreement. (b) No provisions the heirs, successors in interest and assigns of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both the parties hereto. (c) This Agreement . Where more than one party shall be governed by, and the provisions of Landlord under this Agreement shall be construed and interpreted under and in accordance withLease, the laws of the State of New York. (d) word “Landlord” whenever used in this Lease shall include all Landlords jointly and severally. This Agreement constitutes Lease contains the entire agreement between the parties hereto and supersedes any no representations, inducements, promises or agreements, oral or otherwise, entered into prior agreement with respect to the subject matter hereofexecution of this Lease, whether oral or written. (e) will alter the covenants, agreements and undertakings herein set forth. This Agreement may Lease shall not be modified in any manner, except by an instrument in writing 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. (f) parties. If any part, term or provision of this Agreement Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. The terms and provisions of this Lease shall not be illegalconstrued against or 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 conflict with which they were used, shall be deemed and construed to include any law other number (singular and plural), and any other gender (masculine, feminine or otherwise invalidneuter), as the context or sense of this Lease or any paragraph or clause hereof may require, the remaining portion 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 portions 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 considered severable governed by and not be affected, construed and enforced in accordance with the rights and obligations internal substantive laws of the parties state in which the Premises is located. Nothing contained in this Lease shall be construed to create a partnership, joint venture or relationship of principal and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only agent between Landlord and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other Tenant. No provision of this Agreement, the parties Lease shall be construed to confer any rights or remedies upon any party other than Landlord and Tenant. Landlord and ▇▇▇▇▇▇ agree that the assets neither ▇▇▇▇▇▇▇▇ nor ▇▇▇▇▇▇, nor their respective successors and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund assigns, shall be liable or shall be charged for any debtconsequential, obligation special, indirect, incidental, punitive or liability of exemplary damages for any other Fund, whether arising acts or failure to act under this Agreement or otherwise. (i) No affiliated personLease, employee, agent, officer or director of the 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 except to the terms hereofextent expressly set forth in Article 31. (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) 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 governed bydeemed a contract made under, and the provisions of this Agreement for all purposes shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts 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 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 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 such 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. (db) This If any provision of this Agreement constitutes or the entire agreement between the parties hereto and supersedes application of such provision to any prior agreement with respect 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 subject matter hereofextent of such invalidity or unenforceability, whether oral and the remainder of the provisions not held invalid or writtenunenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (ec) This Agreement may be executed by the parties hereto on any number of in one or more counterparts, and all each of the counterparts taken together which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (fd) If any part, term or provision of this Agreement is 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. (g) All Section headings in this Agreement herein are included for convenience of reference only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, ▇▇▇▇▇▇ and Merger Sub, and the parties agree that the assets there is not 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 shall be charged for any debt, obligation or liability of has not been Voting Agreement 5 Execution Copy any other Fundagreement, whether arising under this Agreement arrangement or otherwise. (i) No affiliated person, employee, agent, officer or director of understanding between the 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 parties hereto with respect 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.matters set forth herein. [Signature page follows]

Miscellaneous. (aA) Neither party to this Agreement 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 liable 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 for consequential damages under any provision party. The descriptive headings of the various sections of this AgreementAmendment 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. (bB) No provisions This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of this the Borrowers and Administrative Agent. This Amendment shall be considered part of the Agreement may and shall be amended or modified in any manner except by a written agreement properly authorized Note Purchase Document for all purposes under the Agreement and executed by both parties heretoother Note Purchase Documents. (cC) This Amendment, the Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withNote Purchase Documents constitute the final, the laws of the State of New York. (d) This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and thereof and may not be contradicted by evidence of prior, whether contemporaneous or subsequent oral or writtenagreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof. (eD) 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 instrumentTHIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT. (fE) If Neither the Parent nor any partBorrower may assign, term delegate or provision transfer this Amendment or any of this Agreement is held their rights or obligations hereunder. No rights are intended to be illegalcreated under this Amendment for the benefit of any third party donee, in conflict with any law creditor or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations incidental beneficiary of the parties 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 which Administrative Agent or Noteholders have a security interest or lien. This Amendment shall be binding upon the Borrowers, the Parent and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidtheir respective successors and assigns. (gF) Section headings All representations and warranties made in this Agreement are included for convenience only Amendment shall survive the execution and are not delivery of this Amendment and no investigation by Administrative Agent or Noteholders shall affect such representations or warranties or the right of Administrative Agent or Noteholders to be used to construe or interpret this Agreementrely upon them. (hG) Notwithstanding any other provision of this AgreementTHE BORROWERS AND THE PARENT ACKNOWLEDGE THAT SUCH PERSON’S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, 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 be liable or shall be charged for any debtSETOFF, obligation or liability of any other FundCOUNTERCLAIM, whether arising under this Agreement or otherwiseDEFENSE, 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to a. The validity of this Agreement shall be liable 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 (30) 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 must be construed under the laws of the State of Florida, and 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 extent of the conflict, and is severable, but does not invalidate any other party for consequential damages under any provision of this Agreement. (b) No provisions c. Any power of approval or disapproval granted to the Division under the terms of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties heretowill survive the term of this Agreement. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) d. This Agreement may be executed by the parties hereto on in any number of counterparts, and all any one of the counterparts which may be taken together shall be deemed to constitute one and the same instrumentas an original. e. The Recipient agrees to comply with the Americans With Disabilities Act (fPublic 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 transact business with any public entity in excess of $25,000.00 for a period of thirty-six (36) If any part, term months from the date of being placed on the convicted vendor list or provision on the discriminatory vendor list. h. The State of Florida's performance and obligation to pay under this Agreement is held contingent upon an annual appropriation by the Legislature, and subject to be illegalany modification in accordance with Chapter 216, in conflict with any law Florida Statutes, or otherwise invalid, the remaining portion Florida Constitution. i. All bills for fees or portions other compensation for services or expenses shall be considered severable submitted in detail sufficient for a proper pre-audit and not post-audit thereof. j. Any bills for travel expenses must be affectedsubmitted in accordance with section 112.061, and Florida Statutes. k. This Agreement, upon execution, contains the rights and obligations entire agreement of the parties and no prior written or oral agreement, express or implied, shall be construed and enforced as if admissible to contradict the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret provisions of this Agreement. (h) Notwithstanding l. This Agreement may not be modified except by formal written amendment executed by both of the parties. m. If the Recipient is allowed to temporarily invest any other provision advances of funds under this Agreement, they must use the parties agree interest earned or other proceeds of these investments only to cover expenditures incurred in accordance with section 603 of the 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 assets 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 amended. The 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 liabilities Nationality Act (“INA”)]. The Division shall consider the employment by any contractor of each Fund are separate and distinct from unauthorized aliens a violation of Section 274A(e) of the assets and liabilities INA. Such violation by the Recipient of each other Fund and that no Fund shall the employment provisions contained in Section 274A(e) of the INA will be liable grounds for unilateral cancellation of this Agreement by the Division. n. The Recipient is subject to Florida’s Government in the Sunshine Law (section 286.011, Florida Statutes) with respect to the meetings of the Recipient’s governing board or shall be charged for any debt, obligation or liability the meetings of any other Fundsubcommittee making recommendations to the governing board. All of these meetings must be publicly noticed, whether arising under 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 Agreement or otherwiseonly for allowable costs resulting from obligations incurred during the specific agreement period. (i) No affiliated person, employee, agent, officer q. Any balances of unobligated cash that have been advanced or director 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 Distributor shall 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 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 subject to the terms hereofrestrictions on the eligible use of Fiscal Recovery Funds provided by ARPA. (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) Neither party to this Agreement 15.1. This Contract shall be liable binding upon and inure to the other party for consequential damages under any provision benefit of this Agreement. (b) No provisions the successors, assigns, personal representatives, and heirs of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both the respective parties hereto. (c) This Agreement shall be governed by, and the provisions covenants, conditions, rights and obligations of this Agreement 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 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 assignment, 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. 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 construed and interpreted under and in accordance with, the laws held to be a waiver of the State of New Yorkany other or subsequent breach. (d) 15.4. This Agreement constitutes the entire agreement Contract sets forth all understandings between the parties hereto respecting each transaction subject hereto, and supersedes any prior agreement with respect to the subject matter hereofcontracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by both parties. (e) This Agreement may 15.5. The interpretation and performance of this Contract shall be executed governed by the parties hereto laws of the jurisdiction as indicated on the Base Contract, excluding, however, any number conflict of counterparts, laws rule which would apply the law of another jurisdiction. 15.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the counterparts taken together shall be deemed to constitute one and the same instrumentparties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof. (f) If any part, term or provision 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 Agreement is 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 Contract between the parties and shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret the provisions of this AgreementContract. 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 (hother 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) Notwithstanding except (i) in order to comply with any other provision applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this AgreementContract , (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 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 limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable 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 kept confidential by the parties hereto for one year from the Distributor's obligations under 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 AgreementContract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall 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 Special Provisions attached to the Base Contract or in a Transaction Confirmation executed in writing by 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 (j) Each 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 undersigned warrants 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 represents that they have full power under the same conditions as other business records originated and authority maintained in documentary form. Neither Party shall object to sign this the admissibility of the recording, the Transaction Confirmation, or the Imaged Agreement on behalf the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of the party indicated and that their signature will bind the party indicated any other objection to the terms hereofadmissibility of such evidence. (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. (aA) Neither party to this Agreement 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 liable 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 for consequential damages under any provision party. The descriptive headings of the various sections of this AgreementAmendment 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. (bB) No provisions This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both the parties hereto. This Amendment shall be considered part of the Agreement and shall be a Transaction Document for all purposes. (cC) This Amendment, the Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withTransaction Documents constitute the final, the laws of the State of New York. (d) This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and thereof and may not be contradicted by evidence of prior, whether contemporaneous or subsequent oral or writtenagreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof. (eD) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT. (E) ABGL may not assign, delegate or transfer this Amendment or 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 which the Agent or Purchaser have a security interest or lien. This Agreement may Amendment shall be executed by binding upon the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one their respective successors and the same instrumentassigns. (fF) If any partABGL ACKNOWLEDGES THAT ITS PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, term or provision of this Agreement is held to be illegalSETOFF, in conflict with any law or otherwise invalidCOUNTERCLAIM, the remaining portion or portions shall be considered severable and not be affectedDEFENSE, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular partOFFSET, term or provision held to be illegal or invalidCROSS-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”) 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, 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to Except as set forth herein, nothing contained in this Agreement Amendment shall be liable deemed to amend or modify in any respect the other party for consequential damages under terms of the Existing Lease and such terms shall remain in full force and effect as modified hereby. If there is any provision inconsistency between the terms of this AgreementAmendment and the terms of the Existing Lease, the terms of this Amendment shall be controlling and prevail. (b) No provisions This Amendment contains the entire agreement of this Agreement may be amended or modified in any manner except by a written agreement properly authorized the parties with respect to its subject matter and executed by both all prior negotiations, discussions, representations, agreements and understandings heretofore had among the parties heretowith respect thereto are merged herein. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement Amendment may be executed by the parties hereto on any number of in duplicate counterparts, each of which shall be deemed an original and all of the counterparts which, when taken together together, shall be deemed to 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 Landlord and Tenant and their successors and permitted assigns. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions This Amendment shall be considered severable and not be affected, and governed by the rights and obligations laws of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held State of New York without giving effect to be illegal or invalidconflict of laws principles thereof. (g) Section headings The captions, headings, and titles in this Agreement Amendment are included solely for convenience only of reference and are shall not to be used to construe or interpret this Agreementaffect its interpretation. (h) 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 each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or The liability of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity Landlord for the Distributor's Landlord’s obligations under this Agreement. Amendment shall be limited to Landlord’s interest in the Building and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, member, manager, shareholder, director, officer, principal, employee or agent of Landlord (jcollectively, the “Parties”) Each in seeking either to enforce Landlord’s obligations under this Amendment or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the undersigned warrants and represents that they have full power and authority to sign Parties shall be personally liable for the performance of Landlord’s obligations under this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereofAmendment. (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. (aA) Neither party to this Agreement 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 liable deemed to be an original instrument but all of which together shall constitute one and the other party for consequential damages under any provision 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 AgreementAmendment shall be by way of example rather than by limitation. The use of the words “and” or “or” shall not be inclusive or exclusive. (bB) No provisions This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified without the written consent of this the Borrowers and Administrative Agent. This Amendment shall be considered part of the Agreement may and shall be amended or modified in any manner except by a written agreement properly authorized Note Purchase Document for all purposes under the Agreement and executed by both parties heretoother Note Purchase Documents. (cC) This Amendment, the Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withNote Purchase Documents constitute the final, the laws of the State of New York. (d) This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofhereof and thereof and may not be contradicted by evidence of prior, whether contemporaneous or subsequent oral or writtenagreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof. (eD) 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. (f) If any part, term or provision of this Agreement is 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, Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed and enforced as if interpreted in accordance with the choice of law provisions set forth in the Agreement did not contain and shall be subject to the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only waiver of jury trial and are not to be used to construe or interpret this notice provisions of the Agreement. (hE) Notwithstanding Neither the Parent nor any other provision 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 AgreementAmendment 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 which Administrative Agent or Noteholders have a security interest or lien. This Amendment shall be binding upon the Borrowers, the parties agree that the assets Parent and liabilities of each Fund are separate their respective successors 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 otherwiseassigns. (iF) No affiliated person, employee, agent, officer All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment and no investigation by Administrative Agent or director Noteholders shall affect such representations or warranties or the right of the Distributor shall be liable at law Administrative Agent or in equity for the Distributor's obligations under this AgreementNoteholders to rely upon them. (jG) 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 hereofTHE 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. (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) Neither party to this This Agreement shall be liable binding on and shall inure to the other benefit of the Loan Parties, the Administrative Agent, the Lenders and their respective successors and permitted assigns. It is the intent of the undersigned Lenders that 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 subject to, and bound by, the terms and conditions of this Agreement. The terms and provisions of this Agreement are for consequential damages under 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 and there shall be no third party beneficiaries of any provision of the terms and provisions of this Agreement. (b) No provisions Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement may be amended or modified in for any manner except by a written agreement properly authorized and executed by both parties heretoother purpose. (c) This Agreement shall be governed byWherever possible, and the provisions each provision of this Agreement shall be construed interpreted in such a manner as to be effective and interpreted valid under and in accordance withapplicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the laws extent of such prohibition or invalidity, without invalidating the State remainder of New Yorksuch provision or the remaining provisions of this Agreement. (d) This Except as otherwise expressly provided in this Agreement, if any provision contained in this Agreement constitutes is in conflict with, or inconsistent with, any provision in the entire agreement between Loan Documents, the parties hereto provision contained in this Agreement shall govern and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtencontrol. (e) This Agreement may be executed by the parties hereto on in any number of separate counterparts, each of which shall collectively and all separately constitute one agreement. Delivery of the counterparts taken together an executed counterpart of this Agreement by telecopy or other electronic means shall be deemed to constitute one and the same instrumenteffective as an original. (f) If This Agreement does not represent a commitment by the Lenders and/or the Administrative Agent to make any partnew loans, term restructure the Obligations or provision of this Agreement is held grant or extend any financial accommodations to be illegalthe Loan Parties, 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity except for the Distributor's obligations under this Agreementagreements expressly set forth herein. (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) 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) a. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofNorth Dakota, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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 provided that nothing herein shall be construed and enforced as if in a manner inconsistent with the Agreement did not contain 1940 Act, the particular partAdvisers Act, term or provision held to be illegal rules or invalidorders of the SEC thereunder. (g) Section headings in b. The captions of this Agreement are included for convenience only and are not to be used to construe in no way define or interpret this Agreementlimit any of the provisions hereof or otherwise affect their construction or effect. (h) Notwithstanding c. If any other provision of this AgreementAgreement shall be held or made invalid by a court decision, statute, rule or otherwise, the parties agree that remainder of this Agreement shall not be affected hereby and, to this extent, the assets and liabilities provisions of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund this Agreement shall be liable or deemed to be severable. d. Nothing herein shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director construed as constituting the Adviser as an agent of the Distributor shall be liable Trust or the Fund e. The names "Integrity Managed Portfolios" and "Trustees of Integrity Managed Portfolios" refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated August 10, 1990, to which reference is hereby made and a copy of such Declaration of Trust is on file at law the office of the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "Integrity Managed Portfolios" entered into in the name or on behalf thereof, 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 name or on behalf of any series or class of shares of the party indicated Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and that their signature will are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the party indicated assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the terms hereof. (k) The terms "vote of a majority assets of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have Trust belonging to such series or class for the meanings ascribed thereto in enforcement of any claims against the 1940 ActTrust.

Miscellaneous. (a) Neither party to this Agreement shall be liable Each of the Loan Parties hereby acknowledges and 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 other party for consequential damages under Obligations, and that if any provision of the Loan Parties now has, or 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 AgreementAmendment, all of them are hereby expressly WAIVED, and each of the Loan Parties hereby RELEASES such Persons from any liability therefor. (b) No provisions This 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 Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties heretoAmendment. (c) This Agreement Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (d) 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 jurisdiction. (e) The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection with this Amendment and are not relying on any representations or warranties of the Agents or the other Credit Parties or their respective counsel in entering into this Amendment. (f) This Amendment shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to this Agreement 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 liable construed so as to require the other party for consequential damages under 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) No provisions If any provision of this Agreement may shall be amended declared to be invalid or modified unenforceable, in any manner except by a written agreement properly authorized whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and executed by both parties heretoeffect. (c) This Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall be governed by, 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 parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by 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 (unless Employee shall so agree in writing) release Company of liability directly to Employee for the due performance of all of the terms, covenants, and conditions of this Agreement to be complied with and performed by Company. The term “affiliate”, as used in this agreement, shall mean any corporation, firm, partnership, or other entity controlling, controlled by or under common control with Company. The term “control” (including “controlling”, “controlled by”, and “under common control with”), as used in the preceding sentence, shall be deemed to mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, firm, partnership, or other entity, whether through ownership of voting securities or by contract or otherwise. (e) This agreement shall be construed and interpreted under and enforced in accordance with, with the laws of the State of New York. (d) This Agreement constitutes Oklahoma that are applicable to contracts made and to be performed in the entire State of Oklahoma, regardless of the actual place of making or performance. Any action or proceeding based upon this agreement between the parties hereto or arising out of its performance shall be initiated in a federal or state court of competent jurisdiction in Tulsa, Oklahoma and supersedes any prior agreement with respect in no other jurisdiction: and each party hereby consents and submits to the subject matter hereofjurisdiction of such federal or state court in Tulsa, whether oral Oklahoma. In the event any term, provision, or written. (e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together portion shall be deemed to constitute one stricken and the same instrumentremaining terms, provisions, or portions shall remain in full force and effect. (f) If any part, term or provision This agreement shall become effective upon the signature of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable Employee 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 invalidCompany’s Chief Executive Officer. (g) Section headings This agreement may be executed in this Agreement are included for convenience only counterparts and are not to be used to construe or interpret this Agreementeach counterpart shall have the same force and effect as an original and shall constitute an effective binding agreement on the part of each of the undersigned. (h) Notwithstanding any other provision Employee represents that he has had the right and opportunity to consult with independent counsel of this Agreement, the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund his own choosing and that no Fund shall be liable he has read and understands the foregoing and he has signed this agreement of his own free will without duress, coercion or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwiseundue influence. (i) No affiliated personNotices shall be sent via first class mail, employee, agent, officer postage paid or director personal delivery and shall be deemed to have been received on the earlier of the 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 third day after deposit in the 1940 Actmail or personal delivery.

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) a. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofNorth Dakota, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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 provided that nothing herein shall be construed and enforced as if in a manner inconsistent with the Agreement did not contain 1940 Act, the particular partAdvisers Act, term or provision held to be illegal rules or invalidorders of the SEC thereunder. (g) Section headings in b. The captions of this Agreement are included for convenience only and are not to be used to construe in no way define or interpret this Agreementlimit any of the provisions hereof or otherwise affect their construction or effect. (h) Notwithstanding c. If any other provision of this AgreementAgreement shall be held or made invalid by a court decision, statute, rule or otherwise, the parties agree that remainder of this Agreement shall not be affected hereby and, to this extent, the assets and liabilities provisions of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund this Agreement shall be liable or deemed to be severable. d. Nothing herein shall be charged for any debt, obligation construed as constituting the Adviser as an agent of the Trust or liability of any other the Fund, whether arising under this Agreement or otherwise. (i) No affiliated persone. The names "The Integrity Funds" and "Trustees of The Integrity Funds" refer respectively to the Trust created and the Trustees, employeeas trustees but not individually or personally, agentacting from time to time under a Declaration of Trust and Certificate of Trust dated February 9, officer or director 1998, to which reference is hereby made and a copy of such Certificate of Trust is on file at the office of the Distributor shall be liable at law Secretary of State of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "The Integrity Funds" entered into in the name or on behalf thereof, 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 name or on behalf of any series or class of shares of the party indicated Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and that their signature will are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the party indicated assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the terms hereof. (k) The terms "vote of a majority assets of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have Trust belonging to such series or class for the meanings ascribed thereto in enforcement of any claims against the 1940 ActTrust.

Miscellaneous. (a) Neither party to this Agreement 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 Amendment shall be liable binding upon and inure to the other party for consequential damages under any provision benefit of this Agreementthe parties hereto and their successors and permissible assigns. (b) No provisions 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 Agreement may be amended Amendment and the other related Loan Documents, and no investigation by the Agents or modified in any manner except by a written agreement properly authorized Lender or any closing shall affect the representations and executed by both parties heretowarranties or the right of the Agents or any Lender to rely upon them. (c) This Agreement 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 governed by, deemed an original and the provisions all of this Agreement which together shall be construed and interpreted under and in accordance with, the laws of the State of New Yorkconstitute 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 constitutes and the other Loan Documents, embody the final, entire agreement between among the parties hereto and supersedes any prior agreement with respect to the subject matter hereof. There are no oral agreements among the parties hereto. This Amendment may not be amended or modified orally, whether oral or writtenbut only by a written agreement meeting the requirements of Section 9.02 of the Credit Agreement. (e) This Agreement may be executed by The section headings herein are for convenience only and shall not affect the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrumentconstruction 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 part, term or provision of this Agreement is held to be illegal, in conflict other Loan Party’s compliance with any law covenants, or otherwise invalida waiver of any Defaults or Events of Default, under the remaining portion Credit Agreement or portions shall be considered severable and not be affectedany of the Loan Documents, and shall not entitle the Borrowers or any other Loan Party to any similar or other amendments in the future. Without limiting the foregoing, except as specifically set forth herein, Lenders and Agents continue to reserve all rights and obligations remedies available to Lenders and Agent under the Credit Agreement and the Loan Documents, under law (including without limitation Article 9 of the parties shall be construed Uniform Commercial Code) and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidat equity. (g) Section headings in In case any provision of or obligation under this Agreement are included for convenience only and are not Amendment shall be held by any court of competent jurisdiction to be used to construe invalid, illegal or interpret this Agreement. (h) Notwithstanding unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other provision of this Agreementjurisdiction, 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 not in any way be liable affected or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwiseimpaired thereby. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to 8.1 All the covenants and agreements made by the Company in this Agreement Warrant shall bind its successors and assigns. This Warrant shall be liable for the sole and exclusive benefit of the Holder and nothing in this Warrant shall be construed to confer upon any person other than the Holder any legal or equitable right, remedy 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 no delay on the part of the Holder in exercising any right hereunder shall so operate. 8.4 This Warrant may be amended only by a written instrument executed by the Company and the Holder hereof. Any amendment shall be endorsed upon this Warrant, and all future Holders shall be bound thereby. 8.5 All communications provided for herein shall be sent, except as may be otherwise specifically provided, by registered or certified mail: if to the other party for consequential damages under any provision Holder of this AgreementWarrant, to the address shown on the books of 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 be deemed given when mailed. (b) No 8.6 The provisions of this Agreement may Warrant shall in all respects be amended or modified constructed according to, and the rights and liabilities of the parties hereto shall in any manner except by a written agreement properly authorized and executed by both parties hereto. (c) This Agreement shall all respects be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, 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 Warrant and all rights and liabilities hereunder shall be determined under the laws of said State. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number of counterparts, and all 8.7 The headings of the counterparts taken together Sections of this Warrant are inserted for convenience only and shall not be deemed to constitute one and the same instrument. (f) If any part, term or provision a part of this Agreement is 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 invalidWarrant. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party 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 (including 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 parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any rights, privileges, duties or obligations of the parties may be assigned by a party without the written consent of the other party for consequential damages under any provision parties. Any attempted assignment in violation of this AgreementSection 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 both parties heretoall parties. (c) 9.11 This Agreement shall be governed byAgreement, and the provisions of this Agreement shall be construed and interpreted under and in accordance withincluding all attachments hereto, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofcontained herein, whether oral and supersedes all prior or writtencontemporaneous understandings and agreements, both written and oral, express or implied, with respect to such subject matter. (e) This 9.12 Nothing in this Agreement may shall be executed by construed to give any person or entity other than the parties hereto on any number of counterpartslegal or equitable claim, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (f) If any partright or remedy. Rather, term or provision of this Agreement is held intended to be illegal, in conflict with any law or otherwise invalid, for the remaining portion or portions shall be considered severable sole and not be affected, and the rights and obligations exclusive benefit 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 invalidhereto. (g) Section headings 9.13 If a party utilizes a designee or other agent in connection with this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this Related Agreement, 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 it shall be liable for the acts/omissions of that person or shall be charged for any debt, obligation entity to the same extent as if it itself had acted or liability of any other Fund, whether arising under this Agreement or otherwisefailed to act. (i) No affiliated person9.14 THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under this AgreementPROCEEDING 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 (jINCLUDING NEGLIGENCE) 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 hereofOR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (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) Neither party to this This Agreement shall be liable inure to the other party for consequential damages under any provision of this Agreementbenefit of, and be binding upon, the Company and its subsidiaries and affiliates, together with their successors and assigns, and Consultant, together with his or her executors, administrators, personal representatives, heirs and legatees. (b) No provisions 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 amended 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 modified in any manner except by request if received during normal business hours on a written agreement properly authorized and executed by both parties heretonormal 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 byTHIS AGREEMENT SHALL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS AS THEY APPLY TO A CONTRACT EXECUTED, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDELIVERED AND PERFORMED ENTIRELY IN SUCH STATE. (d) This Agreement constitutes the entire agreement between the parties hereto merges and supersedes any all prior agreement with respect to the subject matter hereofand contemporaneous agreements, undertakings, covenants or conditions, whether oral or written, express or implied, to the extent they contradict or conflict with the provisions hereof. (e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (f) If 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. (g) Should any part, term aspect or provision of this Agreement is held to be illegal, in conflict with prove invalid or unenforceable for any law or otherwise invalidreason, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations remainder of the parties Agreement shall nonetheless be construed and fully enforced as if to the Agreement did not contain fullest extent permitted by law, regardless of whether the particular part, term invalid or unenforceable aspect or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this is facially severable from the remainder of the Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party Notice given pursuant to this Agreement shall be liable to any of the other party for consequential damages under any provision provisions of this Agreement, except for borrowing instructions, shall be in writing and shall be mailed or delivered (a) if to the Fund, at its office at American International Plaza Building, Tenth Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Avenue, San ▇▇▇▇, Puerto Rico 00918; (b) if to the 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) No provisions The legal fees and expenses incurred by the Fund in connection with the preparation and execution of this Dealer Agreement may shall be amended or modified for the account of the Fund and the legal fees and expenses incurred by the Dealer in any manner except by a written agreement properly authorized connection with the preparation and executed by both parties heretoexecution of this Dealer Agreement shall be for the account of the Dealer. (c) 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 New YorkPuerto Rico. (d) This Agreement constitutes The Dealer acknowledges that, without notice to, consultation with, or consent by, the entire agreement between Dealer, the Fund may enter into similar agreements with other parties hereto and supersedes any prior agreement with respect relating to the subject matter hereofissuance, whether oral purchase, or writtensale of Notes. (e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and each of which will be deemed an original, but all of the counterparts taken which together shall be deemed to will constitute one and the same instrument. (f) If any part, term or provision of this This Agreement is held to may only be illegal, in conflict with any law or otherwise invalid, amended by a written instrument executed by the remaining portion or portions shall be considered severable and not be affected, Fund 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 invalidDealer. (g) Section headings You agree that in this Agreement are included for convenience 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 are not to be used to construe or interpret this Agreementthe assets securing any other series of Notes of the Fund. (h) Notwithstanding If any other provision 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 this Dealer Agreement and shall in no way affect the validity or enforceability of the other provisions of this Dealer Agreement, the . The parties agree that the assets provisions of Section 4 and liabilities 12(h) of each Fund this agreement are separate and distinct from essential to 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. (i) No affiliated person, employee, agent, officer or director effectuation of the Distributor shall be liable at law or in equity for the Distributor's obligations under basic purpose of this Dealer 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) 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 heretohereto 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this AgreementNotices, requests, instructions and communications received by the parties agree that the assets and liabilities at their respective principal places of each Fund are separate and distinct from the assets and liabilities of each business, or at such other Fund and that no Fund address as a party may have designated in writing, shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisedeemed to have been properly given. (i) No affiliated person, employee, agent, director, officer or director manager of the Distributor Sub-advisor shall be liable at law or in equity for the Distributor's Sub-advisor’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" ,” “control” and "“assignment" ” shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) Neither party to this 8. This Agreement shall be liable constitutes the entire understanding of the parties with regard to the subject matter, supersedes all written and oral agreements with respect to the same and may not be waived, modified, changed, discharged, terminated, revoked or canceled except by a writing signed by the party against which enforcement thereof is sought. 9. Each party shall indemnify the other party for consequential against any loss, cost or damages under (including reasonable attorney's fees and expenses) incurred as a result of such parties' breach of any provision of representation, warranty, or covenant contained in 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) 10. This Agreement shall be governed by, and the provisions of this Agreement shall be construed by and interpreted under and in accordance with, with the laws of the State of New York. (d) This 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 constitutes by any party or the entire agreement between location for performance of any of the terms hereof, and the parties hereto and supersedes any prior agreement with respect shall be subject to the subject matter hereofexclusive jurisdiction of the state and federal courts located in Nassau County, whether oral New York, United States of America. Facsimile signatures to this Agreement or writtenon any notice given hereunder shall be binding on all parties hereto. (e) 11. This Agreement may be executed by the parties hereto on any number of in counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrument. (f) If any part12. The Subscriber hereby certifies that Subscriber has read and understands this Subscription Agreement, term 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 required or provision permitted to be given by either the Company or the Subscriber pursuant to the terms of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable in writing and not shall be affecteddeemed given when delivered personally or by facsimile, or by overnight or two day courier addressed to the parties at the last known address of the party or such other address as a party may request by notifying the other in writing. 14. The representations, warranties, covenants, indemnities, and the rights and obligations agreements of the parties contained herein shall be construed and enforced as if the Agreement did not contain the particular part, term survive any termination or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret expiration of this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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) a. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, by the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereofNorth Dakota, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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 provided that nothing herein shall be construed and enforced as if in a manner inconsistent with the Agreement did not contain 1940 Act, the particular partAdvisers Act, term or provision held to be illegal rules or invalidorders of the SEC thereunder. (g) Section headings in b. The captions of this Agreement are included for convenience only and are not to be used to construe in no way define or interpret this Agreementlimit any of the provisions hereof or otherwise affect their construction or effect. (h) Notwithstanding c. If any other provision of this AgreementAgreement shall be held or made invalid by a court decision, statute, rule or otherwise, the parties agree that remainder of this Agreement shall not be affected hereby and, to this extent, the assets and liabilities provisions of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund this Agreement shall be liable or deemed to be severable. d. Nothing herein shall be charged for any debt, obligation construed as constituting the Adviser as an agent of the Trust or liability of any other the Fund, whether arising under this Agreement or otherwise. (i) No affiliated persone. The names "Integrity Managed Portfolios" and "Trustees of Integrity Managed portfolios" refer respectively to the Trust created and the Trustees, employeeas trustees but not individually or personally, agentacting from time to time under a Declaration of Trust dated August 10, officer or director 1990, to which reference is hereby made and a copy of such Declaration of Trust is on file at the office of the Distributor shall be liable at law Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of "Integrity Managed Portfolios" entered into in the name or on behalf thereof, 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 name or on behalf of any series or class of shares of the party indicated Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and that their signature will are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the party indicated assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the terms hereof. (k) The terms "vote of a majority assets of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have Trust for the meanings ascribed thereto in enforcement of any claims against the 1940 ActTrust.

Miscellaneous. (a) Neither party to 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 be liable to the other party for consequential damages under any provision remain in full force and effect. The terms and conditions 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together Supplemental Indenture shall be deemed to be incorporated in and 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. (f) If 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 part, term or provision of in this Agreement is held to Supplemental Indenture shall be illegal, in conflict with any law or otherwise invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portion provisions shall not in any way be affected or portions impaired thereby. SECTION 3.04. This Supplemental Indenture may be executed in two or more identical counterparts, all of which shall be considered severable and not be affected, one and the rights same agreement and obligations shall become effective when counterparts have been signed by each party and delivered to the other party. Any signature to this Agreement may be delivered by 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 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 SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 3.05. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the parties 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 construed and enforced taken as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director a statement of the Distributor shall be liable at law or in equity for the Distributor's obligations under this AgreementCompany. (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) Neither party Notice given pursuant to this Agreement shall be liable to any of the other party for consequential damages under any provision provisions of this Agreement, except for borrowing instructions, shall be in writing and shall be mailed or delivered (a) if to the Fund, at its office at American International Plaza Building, Tenth Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Avenue, San ▇▇▇▇, Puerto Rico 00918, (b) if to the 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) No provisions The legal fees and expenses incurred by the Fund in connection with the preparation and execution of this Dealer Agreement may shall be amended or modified for the account of the Fund and the legal fees and expenses incurred by the Dealer in any manner except by a written agreement properly authorized connection with the preparation and executed by both parties heretoexecution of this Dealer Agreement shall be for the account of the Dealer. (c) 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 New YorkPuerto Rico. (d) This Agreement constitutes The Dealer acknowledges that, without notice to, consultation with, or consent by, the entire agreement between Dealer, the Fund may enter into similar agreements with other parties hereto and supersedes any prior agreement with respect relating to the subject matter hereofissuance, whether oral purchase, or writtensale of Notes. (e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and each of which will be deemed an original, but all of the counterparts taken which together shall be deemed to will constitute one and the same instrument. (f) If any part, term or provision of this This Agreement is held to may only be illegal, in conflict with any law or otherwise invalid, amended by a written instrument executed by the remaining portion or portions shall be considered severable and not be affected, Fund 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 invalidDealer. (g) Section headings You agree that in this Agreement are included for convenience 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 are not to be used to construe or interpret this Agreementthe assets securing any other series of Notes of the Fund. (h) Notwithstanding If any other provision 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 this Dealer Agreement and shall in no way affect the validity or enforceability of the other provisions of this Dealer Agreement, the . The parties agree that the assets provisions of Section 4 and liabilities 12(h) of each Fund this agreement are separate and distinct from essential to 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. (i) No affiliated person, employee, agent, officer or director effectuation of the Distributor shall be liable at law or in equity for the Distributor's obligations under basic purpose of this Dealer 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) 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 heretoParties 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware; provided, however, that applicable federal law shall apply if such law preempts relevant state law. (d) This Agreement constitutes the entire agreement between the parties Parties hereto and supersedes any prior agreement between those Parties with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties Parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute 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 otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any Notices, requests, instructions and communications received by the Parties at their respective principal places of business, as indicated above, or at such other provision of this Agreementaddress as a Party may have designated in writing, 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisedeemed to have been properly given. (i) No The terms “vote of a majority of the outstanding voting securities”, “interested person”, “affiliated person, employee, agent, officer or director ,” “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act. Where the effect of a requirement of the Distributor 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be liable at law deemed to incorporate the effect of such rule, regulation or in equity for the Distributor's obligations under this Agreementorder. (j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party Party indicated and that their signature will shall bind the party Party indicated to the terms hereofhereof 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 terms "vote provisions of a majority Sections 3(g)-(i), 3(k), 6, 7, the second paragraph of the outstanding voting securities," "interested person," "affiliated person" Section 11(a), Sections 12-13, and "assignment" Sections 15-17 shall have the meanings ascribed thereto in the 1940 Actsurvive any termination of this Agreement.

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 all parties heretohereto and approved by the Trust in the manner set forth in Section 6(b) hereof. (b) No amendment to this Agreement or the 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 shareholders of any other Fund. (c) This Agreement shall be governed by, and the provisions of No party to this Agreement shall be construed and interpreted liable to the any other party for consequential damages under and in accordance with, the laws any provision of the State of New Yorkthis Agreement. (d) THIS AGREEMENT SHALL BE GOVERNED BY, AND THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED UNDER AND IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE. (e) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (ef) 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. (fg) If any part, term or provision of this Agreement is 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. (gh) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (hi) 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. (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 each any other Fund 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 FundFund or series, whether arising under this Agreement or otherwise. (ik) No affiliated person, employee, agent, director, officer or director manager of the Distributor Subadviser shall be liable at law or in equity for the Distributor's Subadviser’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. (kl) 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 heretohereto 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this AgreementNotices, requests, instructions and communications received by the parties agree that the assets and liabilities at their respective principal places of each Fund are separate and distinct from the assets and liabilities of each business, or at such other Fund and that no Fund address as a party may have designated in writing, shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisedeemed to have been properly given. (i) No affiliated person, employee, agent, director, officer or director manager of the Distributor Subadviser shall be liable at law or in equity for the DistributorSubadviser'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," "affiliated personcontrol" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) Neither party The rights granted to this Agreement Purchaser hereunder may not be assigned to 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 be liable to nonetheless remain responsible for the other party for consequential damages under any provision performance of this Agreementall of its obligations hereunder). (b) No provisions Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to have been validly served, given or delivered upon the earlier of this Agreement may (i) personal delivery to the address set forth below, or (ii) in the case of notice by Federal Express or other reputable overnight courier service, two (2) business days after delivery to such courier service, addressed to the party to be amended notified as follows: if to the Company or modified Purchaser, at the address of such party set forth in any manner except by a written agreement properly authorized and executed by both parties heretothe Stock Purchase Agreement. (c) 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 New YorkYork without regard to conflict-of-laws principles which would require the application of the laws of another jurisdiction. (d) This Agreement constitutes may not be amended or modified, and no provision hereof may be waived, without the entire agreement between written consent of the parties hereto Company and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtenPurchaser. (e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrument. (f) The provisions of Section 4(a) above to the contrary notwithstanding, the Company's obligation to file a registration statement, or cause such registration statement to become 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 disclosed. (g) If any part, term or provision of this Agreement is shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in conflict with any law manner affect or otherwise invalidrender illegal, the remaining portion invalid 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding unenforceable 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 each other Fund and that no Fund this Agreement shall be liable carried out as if any such illegal, invalid or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwiseunenforceable provision were not contained herein. (ih) No affiliated personAs used in this Agreement, employeethe masculine, agent, officer feminine or director of neutral gender and the Distributor singular or plural number shall be liable at law deemed to include the others whenever the context so indicates or in equity for the Distributor's obligations under this Agreementrequires. (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) Neither No party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (b) No 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. 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 shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (ij) Nothing contained in this Agreement is intended to or shall require Citigroup, in any capacity hereunder, to perform any functions or duties on any day other than a Fund business day. Functions or duties normally scheduled to be performed on any day which is not a Fund business day shall be performed on, and as of, the next Fund business day, unless otherwise required by law. (k) No affiliated person, employee, agent, director, officer or director manager of the Distributor Citigroup shall be liable at law or in equity for the DistributorCitigroup's obligations under this Agreement. (jl) 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 hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a majority legal, valid and binding obligation of the outstanding voting securities," "interested person," "affiliated person" party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and "assignment" shall have other laws of general application affecting the meanings ascribed thereto in the 1940 Actrights and remedies of creditors and secured parties.

Miscellaneous. (a) Neither party to this Agreement shall be liable to the other party for consequential damages under any No 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 heretoparties. (cb) This Agreement shall be governed by, construed and the provisions of this Agreement shall be construed and thereof interpreted under and in accordance with, with the laws of the State of New YorkNebraska. (dc) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, hereof whether oral or written. (ed) This The parties may execute this Agreement may be executed by the parties hereto on or any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (fe) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedaffected by such determination, 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. (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 causes reasonably beyond its control, such party shall not be liable for damages to the other party resulting from such failure to perform or otherwise from such causes. (g) NLD shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by NLD or its affiliates. (h) Any controversy or claim arising out of, or related to, this Agreement, its termination or the breach thereof, shall be settled by binding arbitration by three arbitrators (or by fewer arbitrator(s), if the parties subsequently agree to fewer) in the State of Nebraska, in accordance with the rules then obtaining of FINRA, and the arbitrators’ decision shall be binding and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. (i) Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (hj) 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 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. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (jl) 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. (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. 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) Neither party 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 liable binding upon and inure to the benefit of the parties and their respective successors and assigns; neither this Agreement nor any provision hereof is intended to confer upon any Person other party for consequential damages under than the parties any rights or remedies; the parties agree that irreparable damage would occur in the event any provision of this Agreement. (b) No provisions Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the 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 were upon the same instrument; this Agreement will become effective when each party has received counterparts hereof signed by all of the other parties; any provision of this Agreement may be amended or modified waived if such amendment or waiver is in any manner except by a written agreement properly authorized writing and duly executed by both parties hereto. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held to be illegaldelivered, in conflict with any law or otherwise invalidthe case of an amendment, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations by each of the parties shall be construed and enforced as if or, in the Agreement did not contain case of a waiver, by the particular part, term or provision held party against whom the waiver is to be illegal effective; no failure or invalid. (g) Section delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege; the headings contained in this Agreement are included for convenience reference purposes only and are will not to be used to construe in any way affect the meaning or interpret this Agreement. (h) Notwithstanding any other provision interpretation of this Agreement; from time to time, at the parties agree that request of Parent, in 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 shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director case of the Distributor Stockholder, or at the request of the Stockholder, in the case of Parent, and without further consideration, each party shall execute and deliver or cause to be liable at law executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or in equity for desirable to consummate the Distributor's obligations under transactions contemplated by 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. (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) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of the counterparts which, when taken together together, shall be deemed to constitute but one and the same instrumentAgreement. 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 affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis. (fb) If any part, term or Any provision of this Agreement which is held prohibited or unenforceable shall be ineffective to be illegal, in conflict with any law the extent of such prohibition or otherwise invalid, unenforceability without invalidating the remaining portion provisions hereof in that jurisdiction or portions shall be considered severable and not be affected, and affecting the rights and obligations validity or enforceability of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or such provision held to be illegal or invalidin any other jurisdiction. (gc) Section headings Headings used in this Agreement are included for convenience only and are shall not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this Agreement, in connection with 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 be liable or shall be charged for any debt, obligation or liability interpretation of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director of the 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 provision hereof. (kd) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto. (e) Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms "vote “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms 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 not to any particular provision of this Agreement or 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 agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of all Obligations other than unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and that are not required by the provisions of the Credit Agreement to be repaid or cash collateralized. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a majority writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Actinformation contained therein.

Miscellaneous. (a) Neither party to this This Agreement shall be liable inure to the other party for consequential damages under any provision of this Agreementbenefit of, and be binding upon, the Company and its subsidiaries and affiliates, together with their successors and assigns, and Employee, together with his or her executors, administrators, personal representatives, heirs and legatees. (b) No provisions 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 amended 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 modified in any manner except by request if received during normal business hours on a written agreement properly authorized and executed by both parties heretonormal 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 byTHIS AGREEMENT SHALL BE GOVERNED BY AND ENFORCED UNDER THE LAWS OF THE STATE OF GEORGIA AS THEY APPLY TO A CONTRACT EXECUTED, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDELIVERED AND PERFORMED ENTIRELY IN SUCH STATE. (d) This Agreement constitutes the entire agreement between the parties hereto merges and supersedes any all prior agreement with respect to the subject matter hereofand contemporaneous agreements, undertakings, covenants or conditions, whether oral or written, express or implied, to the extent they contradict or conflict with the provisions hereof. (e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (f) If 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. (g) Should any part, term aspect or provision of this Agreement is held to be illegal, in conflict with prove invalid or unenforceable for any law or otherwise invalidreason, the remaining portion remainder of this Agreement shall nonetheless be fully enforced to the fullest extent permitted by law, regardless of whether the invalid 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 unenforceable aspect or provision held is facially severable from the 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, then the court shall have the power to be illegal rewrite or invalid. (g) Section headings in this Agreement are included for convenience only and are reform such covenant so as not to be used to construe or interpret this Agreementinvalid under applicable law. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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, 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this AgreementNotices, requests, instructions and communications received by the parties agree that the assets and liabilities at their respective principal places of each Fund are separate and distinct from the assets and liabilities of each business, or at such other Fund and that no Fund address as a party may have designated in writing, shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisedeemed to have been properly given. (i) No affiliated person, employee, agent, director, officer or director manager of the Distributor Sub-advisor shall be liable at law or in equity for the Distributor's Sub-advisor’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," “control” and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) Neither party to this Agreement shall be liable This Agreement, together with the Registration Rights Agreement, constitute the entire agreement between the Subscriber and the Company with respect to the other party for consequential damages under any provision of this Agreement. (b) No subject matter hereof and supersede all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Agreement may be amended waived, or modified in any manner except consent for the departure therefrom granted, only by a written agreement properly authorized and document executed by both parties heretothe party entitled to the benefits of such terms or provisions. (b) The representations and warranties of the Company and the Subscriber made in this Agreement shall survive the execution and delivery hereof and delivery of the Common Stock and the Warrants contained in the PPO Units. (c) This Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance withtransactions contemplated hereby, whether or not the laws of the State of New Yorktransactions contemplated hereby are consummated. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number of in one or more original or facsimile counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which shall together constitute one and the same instrument. (fe) If any part, term or Each provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedseparable and, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term for any reason any provision or provision held provisions hereof are determined to be illegal invalid or invalidcontrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Agreement. (f) Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. (g) Section headings in this Agreement are included The Subscriber understands and acknowledges that there may be multiple Closings for convenience only and are not to be used to construe or interpret this Agreementthe Offering. (h) Notwithstanding any The Subscriber hereby agrees to furnish the Company such other provision of this Agreement, information as 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director of the 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 Company may request prior to the terms hereofClosing with respect to its subscription hereunder. (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) Neither party to this This Agreement shall be liable effective for the duration of the Acquired Funds' and the Acquiring Funds' reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the other party for consequential damages under any provision terms of this Agreementthe Agreement shall only be applicable to investments in the Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(a). (b) No provisions This Agreement 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 may applicable to the assigning party. Any assignment in contravention of this Section shall be amended or modified in any manner except by a written agreement properly authorized null and executed by both parties heretovoid. (c) This Agreement shall be governed byExcept as expressly set forth herein, and the provisions of nothing in this Agreement shall be construed confer any rights upon any person or entity other than the parties hereto and interpreted under their respective successors and in accordance with, the laws of the State of New Yorkpermitted assigns. (d) This With the exception of Schedules A and B, no amendment, modification, or supplement of any provision of this Agreement constitutes the entire agreement between the parties hereto will be valid or effective unless made in writing and supersedes any prior agreement with respect to the subject matter hereof, whether oral or writtensigned by a duly authorized representative of each party. (e) This Agreement may be executed by the parties hereto on any number of in two or more counterparts, each of which shall be deemed an original and all of the counterparts taken which together shall be deemed to 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) If In any partaction involving an Acquired Fund or an Acquiring Fund under this Agreement, term each Acquiring Fund or provision of this Agreement Acquired Fund agrees to look solely to the individual Acquiring Fund or Acquired Fund that is held to be illegal, involved in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable matter in controversy and not be affected, and the rights and obligations to any other series of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term Acquiring Funds or provision held to be illegal or invalidAcquired Funds. (g) Section headings in 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 are included for convenience is binding only upon the assets and are not to be used to construe or interpret this Agreementproperty of the applicable Funds. (h) Notwithstanding any other provision This Agreement constitutes the entire agreement of this Agreement, 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (iwith respect to Section 12(d)(1) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law 1940 Act and the Rule thereunder. This Agreement supersedes all prior written or in equity for the Distributor's obligations under oral and all contemporaneous oral agreements, understandings and negotiations with respect to this Agreementsubject matter. (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) Neither party to this Agreement All payments and reimbursements of expenses payable hereunder shall be liable to the other party for consequential damages under any provision of this Agreementmade in U.S. dollars in immediately available funds. (b) This Agreement contains all of the understandings between the parties hereto with reference to the subject matter hereof. No provisions 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 or modified in any manner except and superseded by a written agreement properly authorized and executed by both parties heretothe provisions hereof. (c) This Agreement shall be governed by, and the provisions No officer or employee of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New Yorkany party has any authority to make any representation or promise not contained herein. (d) This Agreement constitutes Following the entire agreement between Closing of a Transaction and its public disclosure by the parties hereto Company, Advisor shall have the right, at its own expense, to publish an advertisement and supersedes any prior agreement with respect 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 subject matter hereofCompany’s website. If requested by Advisor, whether oral the Company agrees to include a mutually acceptable reference to Advisor in any press release or writtenother public announcement made by the Company regarding a Transaction as contemplated herein. (e) This Agreement may cannot be executed amended or modified except 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 instrumenta written instrument signed by each party hereto. (f) If any part, term or provision The provisions of this Agreement is held shall apply to be illegalthe engagement of Advisor by the Company (including related activities prior to the date hereof) and any modification thereof and those provisions which are intended to survive termination of this Agreement, shall remain in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable full force and not be affected, and the rights and obligations effect regardless of the parties shall be construed and enforced completion or termination of such engagement as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidprovided for herein. (g) Section headings in this Agreement are included for convenience only and are not If any term, provision, covenant or restriction herein is held by a court of competent jurisdiction to be used to construe invalid, void or interpret this Agreementunenforceable or against public policy, the remainder of the terms, provisions and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. (h) Notwithstanding any other provision of this AgreementAgreement to the contrary, the parties agree Company agrees that neither the assets 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 the Company for or in connection with the engagement and Transactions described herein except for any such liability for losses, claims, damages or liabilities of each Fund incurred by us that are separate and distinct finally judicially determined to have resulted from the assets and liabilities willful misconduct or gross negligence of each other Fund and that no Fund shall be liable such individuals or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwiseentities. (i) No affiliated personThe USA PATRIOT ACT and other applicable anti-money laundering rules and regulations (collectively, employee“AML Provisions”) are designed to detect, agentdeter 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, officer or director of Advisor may ask Company to provide various identification documents and/or other information during the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreementtransaction process. (j) Each 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 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 hereofsuch execution or delivery. (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) Neither party to this Agreement shall be liable to 17.1 The sole remedy of the Buyer for any breach of any of the Warranties or any other party for consequential damages under any provision of this Agreement. (b) No provisions breach of this Agreement may by ▇▇▇▇-▇▇▇▇▇ or any member of ▇▇▇▇-▇▇▇▇▇ Group shall be amended an action for damages. The Buyer shall not be entitled to rescind or modified terminate this Agreement in any manner except by a written agreement properly authorized and executed by both parties heretocircumstances whatsoever (whether before or after Completion), other than pursuant to any such rights which arise in respect of fraud or fraudulent misrepresentation or which arise under clause 2.5 or clause 5.9. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes 17.2 Except insofar as any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held satisfied on Completion, this Agreement shall remain in full force and effect after Completion. 17.3 No waiver by any Party of any breach of a provision of this Agreement shall be binding unless made expressly in writing. Any such waiver shall relate only to the breach to which it expressly relates and shall not apply to any subsequent or other breach. 17.4 All payments to be illegalmade under this Agreement shall be made in United States Dollars unless otherwise agreed between the Parties 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 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 conflict with any law 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 invalid, the remaining portion or portions shall be considered severable and not be affected, and the dispose of its rights and obligations under this Agreement without the consent of the parties other Party, which consent shall not be construed unreasonably withheld or delayed; save that each of ▇▇▇▇-▇▇▇▇▇ and enforced as if the Buyer shall have the right to assign, transfer or otherwise dispose of its rights under this Agreement did not contain to any of their Affiliates without the particular part, term or provision held to be illegal or invalidconsent of the other. (g) Section headings 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 are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 each other Fund and that no Fund shall be liable read or shall be charged for construed as excluding any debt, obligation liability or liability remedy in respect of any other Fund, whether arising under this Agreement or otherwisefraud. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party All headings contained in this Agreement are inserted for identification and convenience, and will not be deemed part of this Agreement for purposes of interpretation. (b) If any provision of this Agreement is held invalid or unenforceable for any reason, but would be valid and enforceable if appropriately modified, then such provision will apply with the 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 remaining provisions of the Agreement. (c) 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) 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 document used by Partner, including subsequent to the date of 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 following order (1) the applicable Program Appendices, (2) the Partner Terms and Conditions, (3) the End User License Agreement, (4) the Program Guide and (5) any other program literature. (e) Except as otherwise provided in Section 2, this Agreement may not be amended, supplemented or modified except by written instrument signed by authorized signatories of the Parties hereto, which instrument makes specific reference to this Agreement. (f) This Agreement shall may be liable executed in counterparts, each of 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 bind the Parties. (g) The Parties acknowledge that they have each reviewed and participated in settling the terms of this Agreement. Furthermore, the Parties agree that any rule of construction to the other party for consequential damages under effect that any provision ambiguities are to be resolved against the drafting Party will not be employed in the interpretation or construction 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. (ci) This Agreement shall be governed byhas been prepared, negotiated and signed in English, and English is the provisions controlling language of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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 heretoParties 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware; provided, however, that applicable federal law shall apply if such law preempts relevant state law. (d) This Agreement constitutes the entire agreement between the parties Parties hereto and supersedes any prior agreement between those Parties with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties Parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute 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 otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any Notices, requests, instructions and communications received by the Parties at their respective principal places of business, as indicated above, or at such other provision of this Agreementaddress as a Party may have designated in writing, 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisedeemed to have been properly given. (i) No The terms “vote of a majority of the outstanding voting securities”, “interested person”, “affiliated person, employee, agent, officer or director ,” “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act. Where the effect of a requirement of the Distributor 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be liable at law deemed to incorporate the effect of such rule, regulation or in equity for the Distributor's obligations under this Agreementorder. (j) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party Party indicated and that their signature will shall bind the party Party indicated to the terms hereofhereof 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 terms "vote provisions of a majority Sections 3(g)-(i), 3(k), 6, 7, the second paragraph of the outstanding voting securities," "interested person," "affiliated person" Section 11(a), Sections 12-13, and "assignment" Sections 15-18 shall have the meanings ascribed thereto in the 1940 Actsurvive any termination of this Agreement.

Miscellaneous. (aA) Neither party 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 inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either Party hereto without the prior written consent of the other. (D) This Agreement, together with the Exhibits referred to herein which are incorporated herein by this reference, constitutes the entire agreement between the Parties hereto with respect to the transactions contemplated hereby and supersedes all prior verbal and written agreements and understandings related thereto. (E) This 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, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. (F) No supplement, modification, or amendment of this Agreement shall be liable to binding unless executed in writing by the other party for consequential damages under Parties. No waiver of 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in accordance with, writing by the laws of Party making the State of New Yorkwaiver. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (fG) If any part, term or provision of this Agreement hereof is held to be illegal, in conflict with any law or otherwise invalid, or unenforceable under present or future laws effective during the remaining portion or portions term hereof, such provision shall be considered severable and not be affected, and the rights and obligations of the parties fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the Agreement did remaining provisions hereof shall remain in full force and effect and shall not contain be affected by the particular partillegal, term invalid or unenforceable provision held to be illegal or invalid. (g) Section headings by its severance wherefrom. Furthermore, in this Agreement are included for convenience only and are not to be used to construe lieu of such illegal, invalid or interpret this Agreement. (h) Notwithstanding any other unenforceable 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 each other Fund and that no Fund there shall be liable added automatically by the Company as a part hereof a provision as similar in terms to such illegal, invalid or shall unenforceable provision as may be charged for any debtpossible and legal, obligation or liability of any other Fund, whether arising under this Agreement or otherwisevalid and enforceable. (i) No affiliated person, employee, agent, officer or director of the 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) Neither Each party shall pay the fees and expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transactions Documents. (b) This Agreement 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 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 liable invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the 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 the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms 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. No provision of this Agreement and the Notes and Warrants may be amended other than by 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. (f) Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed 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 each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ to the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any change in address or facsimile number. (g) This Agreement may not be assigned by Purchaser. (h) This Agreement is intended for consequential damages the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (i) The 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 and thereby. (l) The language used in this Agreement will be deemed to be the 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. (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. (cn) 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 New York. (d) This Agreement constitutes the entire agreement between the parties hereto York applicable to contracts made and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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 invalidperformed wholly within such state. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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 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 New YorkIllinois. (b) This Agreement shall not be construed more strictly against Lender than against Borrower or Guarantor merely by virtue of the fact that the same has been prepared by counsel for Lender, it being recognized that Borrower, Guarantor and Lender have contributed substantially and materially to the preparation of this Agreement, and Borrower, Guarantor and Lender each acknowledges and waives any claim contesting the existence and the adequacy of the consideration given by the other in entering into this Agreement. Each of the parties to this Agreement represents that it has been advised by its respective counsel of the legal and practical effect of this Agreement, and recognizes that it is executing and delivering this Agreement, intending thereby to be legally bound by the terms and provisions thereof, of its own free will, without promises or threats or the exertion of duress upon it. The signatories hereto state that they have read and understand this Agreement, that they intend to be legally bound by it and that they expressly warrant and represent that they are duly authorized and empowered to execute it. (c) Notwithstanding the execution of this Agreement by Lender, the same shall not be deemed to constitute Lender a venturer or partner of or in any way associated with Borrower or Guarantor nor shall privity of contract be presumed to have been established with any third party. (d) This Agreement constitutes the entire agreement between the parties hereto Borrower, Guarantor and supersedes any prior agreement with respect to the subject matter hereofLender each acknowledges that there are no other understandings, whether agreements or representations, either oral or written, express or implied, that are not embodied in the Loan Documents and this Agreement, which collectively represent a complete integration of all prior and contemporaneous agreements and understandings of Borrower, Guarantor and Lender; and that all such prior understandings, agreements and representations are hereby modified as set forth in this Agreement. Except as expressly modified hereby, the terms of the Loan Documents are and remain unmodified and in full force and effect. (e) This Agreement may be executed by shall bind and inure to the benefit of the parties hereto on any number of counterpartsand their respective heirs, executors, administrators, successors and all of the counterparts taken together shall be deemed to constitute one and the same instrumentassigns. (f) If any part, term or provision of this Agreement is held Any references to be illegal, in conflict with any law or otherwise invalidthe “Note”, the remaining portion “Deed of Trust” or portions the “Loan Documents” contained in any of the Loan Documents shall be considered severable and not be affecteddeemed to refer to the Note, the Deed of Trust and the rights other Loan Documents as amended hereby. The paragraph and obligations of section headings used herein are for convenience only and shall not limit the parties substantive provisions hereof. All words herein which are expressed in the neuter gender shall be construed deemed to include the masculine, feminine and enforced as if neuter genders. Any word herein which is expressed in the Agreement did not contain singular or plural shall be deemed, whenever appropriate in the particular partcontext, term or provision held to be illegal or invalidinclude the plural and the singular. (g) Section headings This Agreement may be executed in this Agreement are included for convenience only and are not to be used to construe one or interpret this more counterparts, all of which, when taken together, shall constitute one original Agreement. (h) Notwithstanding any other provision Time is of this Agreement, the parties agree that the assets and liabilities essence of each Fund 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. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's Borrower’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) Neither No party to this Agreement shall be liable to the other 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. 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 at such 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 shall require Forum, in any capacity hereunder, to perform any functions or duties on any day other than a Fund business day. Functions or duties normally scheduled to be performed on any day which is not a Fund business day shall be performed on, and as of, the next Fund business day, unless otherwise required by law. (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 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. (ik) No affiliated person, employee, agent, officer or director of the Distributor Forum shall be liable at law or in equity for the DistributorForum's obligations under this Agreement. (jl) All references to any law in this Agreement shall be deemed to include reference to the applicable rules and regulations promulgated under authority of the law and all official interpretations of such law or rules or regulations. (m) 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 hereofhereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will 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. (kn) 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) Neither party to this Agreement shall be liable to This Employment Agreement, together with the other party for consequential damages under Schedules and Non-Disclosure Agreement, sets forth the terms of Employee’s employment with the Company and supersedes any provision of this Agreement. (b) No provisions of this prior representations or agreements, whether written or oral. This Employment Agreement may not be modified, amended or modified in any manner and no provision may be waived, except by a written agreement properly authorized agreement, signed by the Company and executed by both parties hereto. (c) This Agreement shall be governed byEmployee. Whenever possible, and the provisions each provision of this Agreement shall will be construed interpreted in such manner as to be effective and interpreted valid under and in accordance withapplicable law, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes but if any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held to be illegalinvalid, illegal or unenforceable in conflict with any respect under any applicable law or otherwise invalidrule in any jurisdiction, such invalidity, illegality or unenforceability will be lessened or reduced to the remaining portion extent possible or portions shall will be considered severable severed and will not affect any other provision and this Agreement will be affectedreformed, and the rights and obligations of the parties shall be construed and enforced in such jurisdiction as if the Agreement did not contain the particular partsuch invalid, term or provision held to be illegal or invalid. (g) Section headings in unenforceable provision had never been contained herein. This Agreement 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 are included for convenience only and are will not to operate or be used to construe construed as a waiver of any subsequent breach of the same or interpret this Agreement. (h) Notwithstanding any other provision of this Employment Agreement. This Agreement will be binding on, and inure to the benefit of, the executors, administrators, heirs, successors, and assigns of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement may not be assigned either by Company or by Employee. This Agreement may be executed in several original or facsimile or digital copy counterparts and all so executed and transmitted will constitute one Agreement, binding on all the parties agree that hereto even though all the assets and liabilities of each Fund parties 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. (i) No affiliated person, employee, agent, officer or director of the 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 not signatories to the terms hereoforiginal or the same counterpart. Facsimile or digitally transmitted signatures will be deemed valid as though they were originals and the parties may perform any and all obligations and duties in reliance on the facsimile copies. (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. The following general provisions shall apply to the Option granted pursuant to this Agreement: (a) Neither party to this Agreement shall 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 liable to held in uncertificated form, unless and until the other party for consequential damages under any provision appropriate entry evidencing such transfer is made in the stockholder records of this Agreementthe Company. (b) No provisions of Subject to the limitations in this Agreement may on the transferability by the Recipient of the Option and any Shares issued pursuant thereto, this Agreement will be amended or modified in any manner except by a written agreement properly authorized binding on and executed by both inure to the benefit of the successors and assigns of the parties hereto. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with invalid or unenforceable under any law or otherwise 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, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall will be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidaccordingly. (gd) Section headings 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 are included for convenience only and are not to be used to construe the Plan, the provisions of the Plan shall govern. In the event of any conflict or interpret any inconsistency between the provisions of this Agreement. (h) Notwithstanding Agreement and any other provision written agreement between the Company or its Affiliates and the Recipient regarding the acceleration of this Agreementthe vesting and post-Termination Date exercisability provisions hereof, the parties agree that the assets and liabilities terms of each Fund are separate and distinct from the assets and liabilities such other agreement shall govern. Any question of each other Fund and that no Fund shall be liable administration or shall be charged for any debt, obligation or liability of any other Fund, whether interpretation arising under this Agreement or otherwiseshall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest. (ie) No affiliated personNothing in this Agreement or the Plan shall be construed as giving the Recipient the right to be retained as an officer, employeeconsultant, agent, officer advisor or director employee of the Distributor shall be liable Company or any of its Affiliates. In addition, the Company or an Affiliate may at law any time dismiss the Recipient, free from any liability or in equity for the Distributor's obligations any claim under this Agreement, unless otherwise expressly provided in 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) Neither party This Agreement (including the Company’s representations, warranties, covenants and agreements in the Underwriting Agreement incorporated herein pursuant to this Agreement shall be liable 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 other party for consequential damages under any provision of subject matter hereof which are not contained in this Agreement. (b) No provisions of this . This Agreement may be amended or modified only in writing signed by the parties hereto. The representations, warranties, covenants and agreements of the parties contained herein shall survive execution of this Agreement, delivery of the Shares and the Warrant and exercise of the Warrant. (b) This Agreement may be executed in any manner except number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or pdf sent via electronic transmission. (c) The provisions of this Agreement are severable and, in 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 written agreement properly authorized provision of this Agreement and executed by both parties 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. (cd) All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing: 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) 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 New York. , including without limitation Section 5-1401 of the New York General Obligations. Each of the parties (a) submit to the non-exclusive jurisdiction of the Federal and 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 this Agreement or the transactions contemplated hereby, (b) agree that all claims in respect of any action, suit or proceeding may be heard and determined by any such court, (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) This Agreement constitutes the entire agreement between the parties hereto agree not to commence any such action, suit or proceeding other than in such courts, and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement 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 executed served on each party hereto anywhere in the world 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. (f) If any part, term or provision of this Agreement is 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 methods as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity specified for the Distributor's obligations giving of notices under this Agreement. (jf) Each 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 undersigned warrants and represents that they have full power and authority to sign this Company. (g) This Agreement shall not be assigned by any party hereto, without the express prior written consent of the Company or the Investor. (h) The Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the party indicated Investor, engaged in any transactions in the securities of the Company (including, 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 pursuant to any understanding 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. For purposes of this provision, a “Short Sale” means a sale of Ordinary Shares that is marked as a short sale and that their signature will bind is executed at a time when the party indicated 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 terms hereof. (kcontrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by the Investor. The terms "vote Investor understands and acknowledges that the Commission currently takes the position that coverage of Short Sales “against the box” prior to the effective date of an applicable Registration Statement is a majority violation of Section 5 of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have Securities Act, as set forth in Item 65, Section A, of the meanings ascribed thereto in Manual of Publicly Available Telephone Interpretations, dated July 1997, complied by the 1940 ActOffice of Chief Counsel, Division of Corporation Finance.

Miscellaneous. (a) Neither party to this Agreement shall be liable to the other party for consequential consequential, special or indirect 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (ec) This Agreement may be executed by the parties hereto on in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (fd) If any part, term or provision of this Agreement is 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. This Agreement shall be construed as if drafted jointly by both FFS and Trust and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement. (ge) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (hf) Notwithstanding any other provision of this AgreementNotices, requests, instructions and communications received by the parties agree that the assets and liabilities at their respective principal places of each Fund are separate and distinct from the assets and liabilities of each business, or at such other Fund and that no Fund address as a party may have designated in writing, shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisedeemed to have been properly given. (ig) Nothing contained in this Agreement is intended to or shall require FFS, in any capacity hereunder, to perform any functions or duties on any day other than a Trust business day. Functions or duties normally scheduled to be performed on any day which is not a Trust business day shall be performed on, and as of, the next Trust business day, unless otherwise required by law. (h) No affiliated person, employee, agent, director, officer or director manager of the Distributor FFS shall be liable at law or in equity for the Distributor's FFS' obligations under this Agreement. Except as specifically set forth in Section 3, no person or entity is a third party beneficiary of 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. (ki) The terms term "vote of a majority of the outstanding voting securities," "interested person," "affiliated personaffiliate" and "assignment" all forms thereof used herein shall have the meanings ascribed thereto in the 1940 Act.

Miscellaneous. (a) Neither party to All representations, warranties, covenants, acknowledgements or other agreements set forth in this Agreement made by an Acquiring Fund or an Acquired Fund, shall be liable considered to be made by the other party for consequential damages under any provision relevant Acquiring Company, on behalf of this Agreementthe Acquiring Fund, or the relevant Acquired Fund, on behalf of the Acquiring Fund, respectively. (b) No provisions of this Agreement may be amended If an Acquiring Company or modified in an Acquired Company does not have any manner except by a written agreement properly authorized and executed by both parties heretoAcquiring Funds or Acquired Funds, respectively, then any reference to an Acquiring Fund or Acquired Fund shall refer to such Acquiring Company or Acquired Company. (c) This Agreement shall be governed byExcept as expressly set forth herein, and the provisions of nothing in this Agreement shall be construed confer any rights upon any person or entity other than the parties hereto and interpreted under their respective successors and in accordance with, the laws of the State of New Yorkpermitted assigns. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held determined to be invalid, illegal, in conflict with any law or otherwise invalidunenforceable, the remaining portion or portions shall provisions hereof will be considered severable and will not be affectedaffected thereby, and every remaining provision hereof will remain in full force and effect and enforceable to the rights fullest extent permitted by applicable law. (e) The parties agree that no director/trustee, officer, employee, agent or shareholder of a Fund shall have any personal liability under this Agreement and obligations that this Agreement is binding only upon the assets and property of the parties shall applicable Funds. (f) This Agreement will be construed and enforced as if governed by the Agreement did not contain laws of the particular part, term or provision held State of New York without regard to be illegal or invalidany conflicts of law principles. (g) Section headings in this This Agreement are included for convenience only constitutes the entire agreement of the parties with respect to the subject matter hereof and are not to be used to construe supersedes any prior or interpret this Agreementcontemporaneous written or oral agreements, understandings and negotiations. (h) Notwithstanding any other provision This Agreement may be executed in two or more counterparts, each of this Agreement, which is deemed an original but all of which together constitute one and 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwisesame instrument. (i) No affiliated person, employee, agent, officer or director of the 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. It is understood and agreed, further, that the Escrow Agent shall: (a) Neither party be under no duty to this Agreement pay and transfer any monies hereunder, unless the same shall be liable have been first received by the Escrow Agent pursuant to the other party for consequential damages under any provision provisions of this Agreement.; (b) No provisions of be under no duty to accept any information from any person or entity other than the Fund or UMBFS, and then only to the extent and in the manner expressly provided for in this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto.Agreement; (c) act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or UMBFS pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; (d) be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or reasonable expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, negligence or willful misconduct; (e) have no liability or duty to inquire into the terms and conditions of any subscriptions for Units, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; (f) be permitted to consult with counsel of its choice, at its own expense, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this subparagraph (f), nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, negligence or willful misconduct, all as provided in subparagraph (d) above; (g) not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; (h) be entitled to refrain from taking any action other than to keep all property held by it in escrow hereunder until it shall be directed otherwise in writing by the Fund, or by a final judgment by a court of competent jurisdiction, provided that it shall be uncertain as to its duties and rights hereunder (including, without limitation, the receipt of conflicting instructions or directions from any of the parties hereto or any third parties); (i) have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or UMBFS; (j) have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in subparagraph (l) hereof, at least sixty (60) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent’s obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent’s sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. (k) The General Partner may remove the Escrow Agent at any time (with or without cause) by giving at least sixty (60) days’ prior written notice and the Escrow Agent, upon the effective date of such removal, shall follow the process enumerated in Section 6(j) hereof. (l) all deliveries and notices to the Escrow Agent shall be in writing, including by electronic mail and shall be sent or delivered to: All deliveries and notices hereunder to the Fund shall be in writing and shall be sent or delivered to: All deliveries and notices hereunder to UMBFS shall be in writing and shall be sent or delivered to: (n) Nothing in this Agreement is intended to or shall confer upon anyone other than the parties hereto any legal or equitable right, remedy or claim. This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of New YorkYork without reference to the conflict of laws principles thereof and may be amended or settled only by a writing executed by the parties thereto. Each of the parties hereby waives the right to trial by jury. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (eo) This Agreement may be executed by the parties hereto on any number of in multiple counterparts, and all each of the counterparts taken together which shall be deemed to regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. In addition, the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. (fp) If any part, term or provision of this Agreement is held In order to be illegal, in conflict comply with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations provisions of the USA PATRIOT Act of 2001, as amended from time to time, Escrow Agent may request certain information and/or documentation to verify, confirm and record identification of persons or entities who are parties shall be construed and enforced as if to the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party 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 bind and inure to the benefit of HOH, EXECUTIVE, and their respective personal representatives, heirs, successors, and permitted assigns, but EXECUTIVE is not entitled to assign his rights and obligations hereunder. (c) This Agreement will be deemed to have been entered into, and 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 action to enforce or requiring interpretation of this Agreement must be brought in a forum located within the State of Colorado. (e) In the event that any provision of this Agreement shall be liable held to 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 parties hereto. (g) The waiver by either party of a breach of any provision of this Agreement by the other party for consequential damages under shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. (bh) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section The section headings in this Agreement contained herein are included for convenience reference purposes only and are not to be used to construe will in no way affect the meaning or interpret interpretation of this Agreement. (hi) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund All notices which are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall required or may be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising given under this Agreement shall be given by certified mail, return receipt requested, registered mail, or otherwise.personal service to the following address: (ia) No affiliated personIf intended for HOH: Horizon Organic Holding Corporation P. O. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, employee▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: CEO (b) with a copy to: ▇▇▇▇▇▇▇▇, agent▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, officer or director 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 Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreementnew address. (j) Each 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 undersigned warrants implied covenant of good faith and represents fair dealing. EXECUTIVE and HOH acknowledge and agree that any and all rights they may otherwise have full power to resolve such Arbitrable Claims by jury trial, by a court, or in any forum other than the AAA, are hereby expressly waived. The arbitrators shall be authorized, in addition to any other action they may take, to award reasonable attorneys' fees and authority to sign this Agreement on behalf costs of arbitration in favor of the party indicated and that their signature will bind the party indicated to the terms hereofprevailing party. (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) Neither Each party to this Agreement shall be liable pay the fees and expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the other party for consequential damages under any provision negotiation, preparation, execution, delivery and performance of this Agreementthe Transactions Documents. (b) No provisions of this This Agreement may be amended executed in two or modified in any manner except 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 other party; provided that a written agreement properly authorized facsimile signature or signature transmitted by e-mail shall be considered due execution and executed by both parties heretoshall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. (c) This The headings of this Agreement are for convenience of reference and shall be governed bynot 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 provisions masculine and feminine. (d) If any provision of this Agreement shall be construed and interpreted under and invalid or unenforceable in accordance withany jurisdiction, such invalidity or unenforceability shall not affect the laws validity or enforceability of the State remainder of New York. (d) This this Agreement constitutes in that jurisdiction or the entire agreement between the parties hereto and supersedes validity or enforceability of any prior agreement with respect to the subject matter hereof, whether oral or writtenprovision of this Agreement in any other jurisdiction. (e) This Agreement and the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms 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. No provision of this Agreement and the Notes and Warrants may be executed amended other than by an instrument in writing signed by the parties hereto on any number of counterpartsPurchaser and the Issuer, and all of no provision hereof or thereof may be waived other than by an instrument in writing signed by the counterparts taken together shall be deemed to constitute one and the same instrumentparty against whom enforcement is sought. (f) If any part, term Any notices or provision other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is held to be illegalmechanically 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 conflict with each 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, Inc. ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ If to a Purchaser: To the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any law change in address 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 invalidfacsimile number. (g) Section headings in this This Agreement are included for convenience only and are may not to be used to construe or interpret this Agreementassigned by Purchaser. (h) Notwithstanding This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (i) The 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 and thereby. (l) The language used in this Agreement will be deemed to be the 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 parties agree that the assets recovery of reasonable attorneys’ fees and liabilities of each Fund are separate costs, and distinct from the assets and liabilities of each to exercise all 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 otherwiserights granted by law. (in) No affiliated person, employee, agent, officer or director This Agreement shall be governed by and construed in accordance with the laws of the Distributor shall State of California applicable to contracts made and to be liable at law or in equity for the Distributor's obligations under this Agreementperformed wholly within such state. (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) Neither party 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 liable binding upon, inure to the other party for consequential damages under any provision benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. C. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement. (b) D. 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 each party hereto. (c) This E. The captions in this Agreement shall be governed byare included for convenience of reference only, and in no way define or delimit any of the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New Yorkhereof or otherwise affect their construction or effect. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) F. This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to an original but all of which together shall constitute one and the same instrument. (f) 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. (g) Section headings in H. Except as otherwise provided herein, this Agreement are included for convenience only and are may not to be used to construe assigned by the Fund or interpret 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. (h) Notwithstanding 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 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 provision 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 between the parties agree that hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the assets subject matter hereof, whether oral or written, and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and that no Fund this Agreement may not be modified except by written instrument executed by both parties. M. All notices to be given hereunder shall be liable deemed properly given if delivered in person or if sent by U.S. mail, first 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 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 the party to whom such notice is to be charged for given. N. DST and the Fund (including all agents of the Fund) agree that, during any debt, obligation or liability term of any other Fund, whether arising under this Agreement and for twelve (12) months after its termination, neither party will solicit for employment or otherwiseoffer employment to any employees of the other. (i) No affiliated person, employee, agent, officer or director O. The representations and warranties contained herein shall survive the execution of this Agreement and the performance of services hereunder and the provisions of Section 8 of this Agreement shall survive the termination of the Distributor Agreement and the performance of services hereunder until any statute of limitations applicable to the matter at issues shall be liable at law or in equity for the Distributor's obligations under this Agreementhave expired. (jP. DST will not be precluded from offering services similar to those offered to the Fund(s) Each to other parties, including competitors 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 hereofFund(s). (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) Neither party 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 liable binding upon, inure to the other party for consequential damages under any provision benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. C. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement. (b) D. 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 each party hereto. (c) This E. The captions in this Agreement shall be governed byare included for convenience of reference only, and in no way define or delimit any of the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New Yorkhereof or otherwise affect their construction or effect. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) F. This Agreement may be executed by the parties hereto on any number of in two or more counterparts, and all each of the counterparts taken together which shall be deemed to an original but all of which together shall constitute one and the same instrument. (f) 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. (g) Section headings in H. Except as otherwise provided herein, this Agreement are included for convenience only and are may not to be used to construe assigned by the Financial Product or interpret 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. (h) Notwithstanding 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 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 provision 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 between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both parties. M. All notices to be given hereunder shall be deemed properly given if delivered in person or if sent by U.S. mail, first 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 Financial Product: PIMCO Flexible Credit Income Fund c/o Pacific Investment Management Company, LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇ Facsimile No.: With a copy of 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 the party to whom such notice is to be given. N. DST and the Financial Product (including all agents of the Financial Product) agree that the assets and liabilities during any term of each Fund 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 and for twelve (12) months after its termination, neither party will solicit for employment or otherwise. offer employment to any employees of the other. Notwithstanding anything to the contrary, nothing will prohibit: (i) No affiliated personthe general solicitation for employment not specifically directed at employees of DST or PIMCO, employeeas applicable, agentand the hiring as a result thereof, officer and (ii) the hiring of anyone who initiates contact with DST or director PIMCO regarding such employment. O. The representations and warranties contained herein shall survive the execution of this Agreement. The representations and warranties contained in this Section, Section 27.O. and the provisions of Section 8 hereof shall survive the termination of the Distributor shall be liable at law or in equity for Agreement and the Distributor's obligations under this Agreement. (j) Each performance of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf services hereunder until any statute of the party indicated and that their signature will bind the party indicated limitations applicable to the terms hereof. (k) The terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" matter at issues shall have the meanings ascribed thereto in the 1940 Actexpired.

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 Assignment 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 New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes California. Any waiver by either party of any prior agreement with respect breach of any term or condition of this Assignment shall not operate as a waiver of any other breach of such term or condition or of any other term or condition of this Assignment, nor shall any failure by either party to the subject matter hereofenforce any term or condition of this Assignment operate as a waiver of such term or condition of any other term or condition of this Assignment, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall nor constitute nor be deemed to constitute one a waiver or release of the other party for anything arising out of, connected with or based upon this Assignment. The parties each agree to execute and deliver such other documents, certificates and agreements, and to take such other actions as may be reasonably necessary or appropriate to carry out and further the same instrument. (f) purposes of this Assignment. In the event of any litigation involving the parties to this Assignment to enforce any provision of this Assignment, to enforce any remedy available upon default under this Assignment, or seeking a declaration of the rights of either party under this Assignment, the prevailing party shall be entitled to recover from the other party such reasonable attorneys’ fees and costs as may reasonably be incurred, as awarded by the court hearing the matter. If any partterm, term covenant, condition or provision of this Agreement is Assignment, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be illegal, in conflict with any law or otherwise invalid, void or unenforceable, the remaining portion remainder of the terms, covenants, conditions or portions provisions of this Assignment, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Each person signing this Assignment warrants that s/he is authorized to do so, and by so doing binds the entity which s/he represents to perform the obligations set forth herein. This Assignment may be executed in counterparts and, when assembled, the counterparts shall be considered severable a single instrument. Facsimile signatures and not be affected, and the rights and obligations of the parties PDF format signatures sent by electronic mail shall be construed treated and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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 Actsame effect as original signatures.

Miscellaneous. (a) Neither party 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 bind and inure to the benefit of HOH, EXECUTIVE, and their respective personal representatives, heirs, successors, and permitted assigns, but EXECUTIVE is not entitled to assign his/her rights and obligations hereunder. (c) This Agreement will be deemed to have been entered into, and 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 action to enforce or requiring interpretation of this Agreement must be brought in a forum located within the State of Colorado. (e) In the event that any provision of this Agreement shall be liable held to 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 parties hereto. (g) The waiver by either party of a breach of any provision of this Agreement by the other party for consequential damages under shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. (bh) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section The section headings in this Agreement contained herein are included for convenience reference purposes only and are not to be used to construe will in no way affect the meaning or interpret interpretation of this Agreement. (hi) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund All notices which are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall required or may be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising given under this Agreement shall be given by certified mail, return receipt requested, registered mail, or otherwise.personal service to the following address: (i) No affiliated personIf intended for HOH: Horizon Organic Holding Corporation P. O. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, employee▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: CEO with a copy to: ▇▇▇▇▇▇▇▇, agent▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, officer or director PC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (ii) 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 Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreementnew address. (j) Each 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 undersigned warrants implied covenant of good faith and represents fair dealing. EXECUTIVE and HOH acknowledge and agree that any and all rights they may otherwise have full power to resolve such Arbitrable Claims by jury trial, by a court, or in any forum other than the AAA, are hereby expressly waived. The arbitrators shall be authorized, in addition to any other action they may take, to award reasonable attorneys' fees and authority to sign this Agreement on behalf costs of arbitration in favor of the party indicated and that their signature will bind the party indicated to the terms hereofprevailing party. (k) The terms "vote of This Agreement shall supercede any agreement between the parties regarding a majority of Change in Control as set forth in paragraph 1 entered into prior to the outstanding voting securities," "interested person," "affiliated person" and "assignment" Agreement. Any such superceded agreement shall have the meanings ascribed thereto remain in the 1940 Acteffect as to any other transaction.

Miscellaneous. (a) Neither Each party shall pay the fees and expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transactions Documents. (b) This Agreement 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 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 liable invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the 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 the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms 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. No provision of this Agreement and the Notes and Warrants may be amended other than by 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. (f) Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed 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 each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP ▇▇▇ ▇▇▇▇▇▇▇▇, Suite 2170 Los Angeles, CA 90017 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. to the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any change in address or facsimile number. (g) This Agreement may not be assigned by Purchaser. (h) This Agreement is intended for consequential damages the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (i) The 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 and thereby. (l) The language used in this Agreement will be deemed to be the 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. (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. (cn) 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 New York. (d) This Agreement constitutes the entire agreement between the parties hereto York applicable to contracts made and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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 invalidperformed wholly within such state. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither Each party to this Agreement shall be liable pay the fees and expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the other party for consequential damages under any provision negotiation, preparation, execution, delivery and performance of this Agreementthe Transactions Documents. (b) No provisions of this This Agreement may be amended executed in two or modified in any manner except 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 other party; provided that a written agreement properly authorized facsimile signature or signature transmitted by e-mail shall be considered due execution and executed by both parties heretoshall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. (c) This The headings of this Agreement are for convenience of reference and shall be governed bynot 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 provisions masculine and feminine. (d) If any provision of this Agreement shall be construed and interpreted under and invalid or unenforceable in accordance withany jurisdiction, such invalidity or unenforceability shall not affect the laws validity or enforceability of the State remainder of New York. (d) This this Agreement constitutes in that jurisdiction or the entire agreement between the parties hereto and supersedes validity or enforceability of any prior agreement with respect to the subject matter hereof, whether oral or writtenprovision of this Agreement in any other jurisdiction. (e) This Agreement and the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms 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. No provision of this Agreement and the Notes and Warrants may be executed amended other than by an instrument in writing signed by the parties hereto on any number of counterpartsPurchaser and the Issuer, and all of no provision hereof or thereof may be waived other than by an instrument in writing signed by the counterparts taken together shall be deemed to constitute one and the same instrumentparty against whom enforcement is sought. (f) If any part, term Any notices or provision other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is held to be illegalmechanically 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 conflict with each 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, Inc. 23902 FM 2978 Tomball, TX 77375 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ If to a Purchaser: To the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any law change in address 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 invalidfacsimile number. (g) Section headings in this This Agreement are included for convenience only and are may not to be used to construe or interpret this Agreementassigned by Purchaser. (h) Notwithstanding This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (i) The 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 and thereby. (l) The language used in this Agreement will be deemed to be the 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 parties agree that the assets recovery of reasonable attorneys’ fees and liabilities of each Fund are separate costs, and distinct from the assets and liabilities of each to exercise all 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 otherwiserights granted by law. (in) No affiliated person, employee, agent, officer or director This Agreement shall be governed by and construed in accordance with the laws of the Distributor shall State of California applicable to contracts made and to be liable at law or in equity for the Distributor's obligations under this Agreementperformed wholly within such state. (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) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any all other prior agreement 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 parties 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 oral by operation of Law or writtenotherwise) without the prior written consent of the other party; provided, that Parent may assign its rights 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 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 amended, changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by each 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. (f) All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five business days after the day when mailed by certified or registered mail, postage prepaid, addressed at the following addresses (or at such other address for a party as shall be specified by like notice): If to Shareholder: c/o ABN Amro Trust Company ▇▇▇▇▇▇▇▇▇▇ ▇▇.▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Antilles copy to: Stroock & Stroock & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. If to Parent: Marriott International, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: General Counsel, Dept. 52/923 copy to: O'Melveny & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. (g) Any provision of this Agreement which is prohibited or 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 on acknowledges and agrees that in the event of any number breach of counterpartsthis 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 all 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 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 counterparts taken together parties at variance with the terms hereof, shall 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 part of or to affect the meaning or interpretation of this Agreement. "Include," "includes," and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. (l) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute 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 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to All headings contained in this Agreement shall are inserted for identification and convenience, and will not be liable to the other party for consequential damages under any provision deemed part of this AgreementAgreement for purposes of interpretation. (b) No provisions If any provision of this Agreement may is held invalid or unenforceable for any reason, but would be amended or modified in any manner except by a written agreement properly authorized valid and executed by both parties heretoenforceable if appropriately modified, then such provision will apply with the 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 remaining provisions of the Agreement. (c) This Agreement shall The delay or failure of either Party to exercise any rights hereunder will not constitute or be governed by, deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws signed by an authorized representative of the State of New York. Party against whom such waiver or forfeiture is sought to be enforced. (d) This Agreement constitutes will constitute the entire agreement between the parties hereto exclusive terms and supersedes any prior agreement conditions with respect to the subject matter hereofof this Agreement, whether notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Partner, including subsequent to the date of 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. If there is a conflict between the Partner Terms and Conditions in this Appendix 1 and any applicable Program Appendix, Program Guide(s), End User License Agreement or writtenany other Program literature, the terms will be interpreted in the following order (1) the applicable Program Appendix, (2) the Partner Terms and Conditions, (3) the End User License Agreement, (4) the Program Guide and (5) any other Program literature. (e) Except as otherwise provided in Section 2, this Agreement may not be changed except by written instrument signed by authorized signatories of the Parties, that makes specific reference to this Agreement. (f) This Agreement may be executed by the parties hereto on any number of in counterparts, each of which will be deemed an original and all of the counterparts taken together shall be deemed to which will constitute one and the same instrument. (f) If any part, term or provision of this Agreement is held . The Parties may exchange electronic signatures and signature pages electronically and such signatures will be effective to be illegal, in conflict with any law or otherwise invalid, bind 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 invalidParties. (g) Section headings The Parties acknowledge that they have each reviewed and participated in settling the terms of this Agreement Agreement. Furthermore, the Parties agree that any rule of construction to the effect that any ambiguities are included for convenience only and are not to be used to construe resolved against the drafting Party will not be employed in the interpretation or interpret construction of this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included herein for convenience of reference only and are shall not to be used to construe or interpret constitute a part of this Agreement. (h) Notwithstanding 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 of in or obligation under this Agreement, the parties agree that Note or other Loan Documents shall not affect or impair 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 validity, legality or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director enforceability of the Distributor shall be liable at law remaining provisions or in equity for the Distributor's obligations under this Agreement. (j) Each , 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 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 Note, and the other Loan Documents referred to herein embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the undersigned warrants parties hereto. There are no oral agreements among the parties hereto. Borrower and represents Lender acknowledge that they have full power each of them has had the benefit of legal counsel of its own choice and authority has been afforded an opportunity to sign review this Agreement on behalf and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by Borrower and Lender. If any term, condition or provision of this Agreement shall be inconsistent with any term, condition or provision of any 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 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 counterpart hereof by each of the party indicated and that their signature will bind the party indicated to the terms hereofparties hereto. (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) Neither party This Agreement (including the Company’s representations, warranties, covenants and agreements in the Placement Agreement incorporated herein pursuant to this Agreement shall be liable 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 other party for consequential damages under any provision of subject matter hereof which are not contained in this Agreement. (b) No provisions of this . This Agreement may be amended or modified only in writing signed by the parties hereto. The representations, warranties, covenants and agreements of the parties contained herein shall survive execution of this Agreement, delivery of the Shares and the Warrants and exercise of the Warrants. (b) This Agreement may be executed in any manner except number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by a written agreement properly authorized each party and executed by both delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or pdf sent via electronic transmission. (c) This Agreement shall be governed by, and the The provisions of this Agreement are severable and, in 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 interpreted under and in accordance withenforceable to the maximum extent possible, so long as such construction does not materially adversely effect the laws economic rights of the State of New Yorkeither party hereto. (d) This Agreement constitutes the entire agreement between the parties hereto All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and supersedes any prior agreement with respect shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the subject matter hereof, whether oral party to whom it is addressed at the following addresses or writtensuch other address as such party may advise the other in writing: 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) This Agreement may shall be executed governed by and interpreted in accordance with the parties hereto on any number of counterparts, and all internal laws of the counterparts taken together shall be deemed to constitute one and the same instrument. (f) If any part, term or provision State of this Agreement is held New York for contracts to be illegalwholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any legal action, in conflict with any law suit or otherwise invalid, the remaining portion proceeding arising out of 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 relating to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. the transactions contemplated hereby shall only be instituted, heard and adjudicated (iexcluding appeals) No affiliated personin a state or federal court located in New York, employeeand each party hereto knowingly, agent, officer voluntarily and intentionally waives any objection which such party may now or director hereafter have to the laying of the Distributor shall 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 liable at law or served on each party hereto anywhere in equity the world by the same methods as are specified for the Distributor's obligations giving of notices under this Agreement. (jf) Each 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 other person acting on its behalf has provided the Investor or its agents (which for this purpose do not include the Placement Agent) 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 Transaction. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the undersigned warrants and represents that they have full power and authority to sign this Company. (g) This Agreement shall not be assigned by any party hereto, without the express prior written consent of the Company or the Investor. (h) The Investor has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the party indicated Investor, engaged in any transactions in the securities of the Company (including, without limitations, any Short Sales involving the Company’s securities) since the time that the Investor was first contacted by the Company or the Placement Agent regarding an investment in the Company. The Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding 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. For purposes of this provision, a “Short Sale” means a sale of Ordinary Shares that is marked as a short sale and that their signature will bind is executed at a time when the party indicated 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 terms hereof. (kcontrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by the Investor. The terms "vote Investor understands and acknowledges that the Commission currently takes the position that coverage of Short Sales “against the box” prior to the effective date of an applicable Registration Statement is a majority violation of Section 5 of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have Securities Act, as set forth in Item 65, Section A, of the meanings ascribed thereto in Manual of Publicly Available Telephone Interpretations, dated July 1997, complied by the 1940 ActOffice of Chief Counsel, Division of Corporation Finance.

Miscellaneous. (a) Neither party to this The Credit Agreement shall be liable and the obligations of the Credit Parties thereunder and under the other Investment Documents, subject to the other party for consequential damages under any provision amendments and agreements set forth in this Agreement, are hereby ratified and confirmed and shall 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. (bii) This Agreement has been duly executed and delivered by such Credit Party and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) No provisions 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 any Credit Party of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties heretoAgreement. (c) This Agreement shall be governed byEach 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 the provisions of agrees that this Agreement shall be construed does not adversely affect or impair such liens and interpreted under and security interests in accordance with, the laws of the State of New Yorkany manner. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on in any number of counterparts, each of which when so executed and delivered shall be an original, but all of the counterparts taken together which shall be deemed to 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. (fe) If any part, term or provision of this Agreement is 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 invalidTHIS 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 NEW YORK. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to this Agreement shall be liable to the other party for consequential damages under If any provision of this AgreementAgreement 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 confined in its operation to the jurisdiction in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered. (b) No provisions 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 may be amended shall operate as a waiver thereof or modified in otherwise prejudice such party’s rights, power and remedies. No single or partial exercise of any manner except by a written agreement properly authorized and executed by both parties heretorights, 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 shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number of in counterparts, and all each of the counterparts taken together 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 other oral or written agreements or understandings, 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. No change, alteration or modification hereof may be made except in writing signed by 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. Except as otherwise expressly provided herein, there are no other restrictions or limitations on the Executive’s activities following termination of employment. The headings in this Agreement are for convenience of reference only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof. (f) If any part, term or provision of this This Agreement is 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 hereunder shall be construed in accordance with and enforced as if governed by the Agreement did not contain laws of the particular part, term or provision held state of California (disregarding any choice of law rules which might look to be illegal or invalidthe laws of any other jurisdiction). (g) Section headings Except as otherwise expressly set forth in this Agreement are included for convenience only Agreement, upon the termination or expiration of the Employment Period, the respective rights and are not obligations of the parties shall survive such termination or expiration to be used the extent necessary to construe or interpret carry out the intentions of the parties as embodied under this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of the both parties. (h) Notwithstanding any The Executive acknowledges and agrees that the Offer Letter is hereby terminated in full, without further liability or obligation of either party thereunder, other provision than for salary and bonus accrued and unpaid as of immediately prior to such termination. Nuvve shall be a third party beneficiary of this Agreement, 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwiseSection 13(h). (i) No affiliated person, employee, agent, officer or director of the 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) Neither party 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 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 liable subject to the other party for consequential damages terms of this Agreement and that Bank shall be entitled to recover such sums from Guarantor notwithstanding the fact that this Agreement previously may have been returned to Guarantor or that Guarantor previously may have been discharged from further liability under any provision of this Agreement. (b) No provisions 2. Any notice, demand, or request by Bank to Guarantor or by Guarantor to Bank shall be in writing and shall be given in accordance with the Loan Agreement. 3. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between Guarantor and Bank with respect to the subject matter hereof. If any clause, provision, or section of this Agreement may is determined to be amended illegal or modified in invalid by any manner except by a written agreement properly authorized court, the invalidity of such clause, provision, or section shall not affect any of the remaining clauses, provisions, or sections hereof and executed by both parties hereto. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under 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 the agreement or obligation of Guarantor, as the case may be, to the full extent permitted by law. 4. No set-off, claim, reduction, or diminution of any obligation or defense of any 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 suretyship held by Bank. 6. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York. (d) This Tennessee. The invalidity or unenforceability of any one or more phrases, sentences, clauses, or provisions in this Agreement constitutes shall not affect the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral validity or written. (e) This Agreement may be executed by the parties hereto on any number of counterparts, and all enforceability of the counterparts taken together shall be deemed to constitute one and the same instrument. (f) If any part, term or provision remaining portions of this Agreement is held or any part thereof. 7. This Agreement shall bind Guarantor and Guarantor's successors and assigns and the benefits hereof shall inure to be illegalits successors and assigns. Bank may, in conflict with without any law notice whatsoever to Guarantor, sell, assign, or otherwise invalid, transfer all or any part of the remaining portion or portions shall be considered severable and not be affectedObligations, and the rights in that event each and obligations every immediate and successive assignee, transferee, or holder of all or any part of the parties Obligations shall be construed and enforced as if have the Agreement did not contain the particular part, term or provision held right to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of enforce this Agreement, by suit or otherwise, for the parties agree 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 the assets Bank shall have an unimpaired right, prior and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and superior to that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fundassignee, whether arising under transferee, or holder, to enforce this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director for the benefit of Bank as to so much of the Distributor shall be liable at law Obligation that Bank has not sold, assigned, or in equity for the Distributor's obligations under this Agreementtransferred. (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) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of New YorkJersey. 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 parties hereto, their respective successors and 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 that such person is authorized to execute the Agreement on behalf of such Party. (c) In case any one or more 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 hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. (d) This The parties may execute this Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral in one or written. (e) This Agreement may be executed by the parties hereto on any number of more identical counterparts, and all of the counterparts which when taken together shall be deemed to will constitute one and the same instrument. . Facsimile and electronic portable document format (fPDF) If any partsignatures on this Agreement shall be binding, term or provision and copies of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, containing the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations signature of the both parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invaliddeemed originals. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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. (ai) Neither party to this This Employment Agreement shall be liable constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the other party for consequential damages under any provision of this Agreement. (b) No provisions of this Agreement subject matter hereof, and may not be amended amended, modified or modified supplemented in any manner respect, except by a subsequent written agreement properly authorized and document executed by both parties hereto. ; (ii) the Company may assign or transfer this Employment Agreement or any right, claim or obligation provided herein, provided however that none of the Employee’s rights under this Agreement are thereby diminished. The obligations of the Employee hereunder shall not be assignable or delegable; (iii) all notices, requests and other communications to any party hereunder shall be given or made in writing and faxed, emailed, mailed (by registered or certified mail) or delivered by hand to the respective party at the address set forth in the caption of this Employment Agreement, the Specific Terms or to such other address (or fax number or email address) as such party may hereafter specify for the purpose of notice to the other party hereto. Each such notice, request or other communication shall be effective (a) if given by fax or email, one (1) business day after such fax is transmitted to the fax number or email address specified herein with confirmation of transmission, (b) if given by mail, four days following deposit in the mail, or (c) This if hand delivered, upon delivery; (iv) this Employment Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and enforced in accordance with, the laws of Israel without giving effect to principles of conflicts of law thereof. The parties submit to the State exclusive jurisdiction of New York. the competent courts of Tel-Aviv Israel in any dispute related to this Employment Agreement; (dv) This Agreement constitutes the entire agreement parties hereby confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Company in respect of any of its other employees or contractors; and supersedes any prior agreement with respect (vi) this Employment Agreement includes the terms to be contained in, and constitutes, the written notice to be delivered to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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 Employee pursuant to the terms hereofNotice to Employee and Candidate (Employment Terms and Acceptance to Work), 2002. (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) Neither party to this Agreement 15.1. This Contract shall be liable binding upon and inure to the other party for consequential damages under any provision benefit of this Agreement. (b) No provisions the successors, assigns, personal representatives, and heirs of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both the respective parties hereto. (c) This Agreement shall be governed by, and the provisions covenants, conditions, rights and obligations of this Agreement 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 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 assignment, 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. 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 construed and interpreted under and in accordance with, the laws held to be a waiver of the State of New Yorkany other or subsequent breach. (d) 15.4. This Agreement constitutes the entire agreement Contract sets forth all understandings between the parties hereto respecting each transaction subject hereto, and supersedes any prior agreement with respect to the subject matter hereofcontracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by ECS or in writing executed by both parties. (e) This Agreement may 15.5. The interpretation and performance of this Contract shall be executed governed by the parties hereto laws of the jurisdiction as indicated on the Base Contract, excluding, however, any number conflict of counterparts, laws rule which would apply the law of another jurisdiction. 15.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the counterparts taken together shall be deemed to constitute one and the same instrumentparties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof. (f) If any part15.7. 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, term by ECS or provision 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 Agreement is 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 Contract between the parties and shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret the provisions of this AgreementContract. (h) Notwithstanding any other provision of this Agreement, 15.10. Unless the parties agree that have elected on the assets and liabilities 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 each Fund 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 party the terms of any transaction to a third party (other Fundthan the employees, whether arising 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 Agreement or otherwise.Contract, provided such persons shall have agreed to keep such terms confidential) except (i) No affiliated personin order to comply with any applicable law, employeeorder, agentregulation, officer or director 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 party of any proceeding of which it is aware which may result in disclosure of the Distributor terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be liable 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 kept confidential by the parties hereto for one year from the Distributor's obligations under 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 AgreementContract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall 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 Special Provisions attached to the Base Contract or in a Transaction Confirmation executed by ECS or in writing by 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 (j) Each 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 undersigned warrants 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 represents that they have full power under the same conditions as other business records originated and authority maintained in documentary form. Neither Party shall object to sign this the admissibility of the recording, the Transaction Confirmation, or the Imaged Agreement on behalf the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of the party indicated and that their signature will bind the party indicated any other objection to the terms hereofadmissibility of such evidence. (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) Neither party Borrower agrees to this Agreement shall be liable to pay on demand all costs and expenses of the other party for consequential damages under any provision Agent in connection with the preparation, execution, delivery, administration, modification, and amendment of this Agreement, the other Transaction Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Agent (including the cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Transaction Documents. Borrower further agrees to pay on demand all costs and expenses of the Agent and the other Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses and the cost of internal counsel), in connection with the enforcement (whether through negotiations, legal proceedings, or otherwise) of this Agreement or the Transaction Documents. (b) The Lenders and Borrower, as used herein, shall include the successors or assigns of those parties, except that Borrower shall not have the right to assign its rights hereunder or any interest herein. (c) No provisions modification, rescission, waiver, release, or amendment of any provision of this Agreement may shall be amended or modified in any manner made, except by a written agreement properly authorized and executed signed by both parties hereto. (c) This Agreement shall be governed by, Borrower and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkRequired Lenders. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on in any number of counterparts, and by the Lenders and Borrower on separate counterparts, each of which, when so executed and delivered, shall be an original, but all of the counterparts taken which shall together shall be deemed to constitute one and the same instrumentAgreement. (e) Article and Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement. (f) If any part, term or provision The terms of this Agreement is held and the other Transaction Documents shall be cumulative except to be illegalthe extent that they are specifically inconsistent with each other, in conflict with any law or otherwise invalid, which case the remaining portion or portions terms of this Agreement 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 invalidprevail. (g) Section headings This Agreement, the Credit Agreement, and the other Transaction Documents constitute the entire agreement and understanding between the parties hereto with respect to the transactions contemplated hereby and supersede all prior negotiations, understandings, and agreements between such parties with respect to such transactions, including, without limitation, those expressed in this Agreement are included for convenience only and are not any commitment letter delivered by the Lenders to be used to construe or interpret this AgreementBorrower. (h) Notwithstanding any other provision of this This Agreement, and 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 transactions evidenced hereby, shall be liable or shall governed by, and construed under, the internal laws of the State of Colorado, without regard to principles of conflicts of law, as the same may from time to time be charged for any debtin effect, obligation or liability of any other Fundincluding, whether arising under this Agreement or otherwisewithout limitation, the Uniform Commercial Code as in effect in the state. (i) No affiliated personBorrower and the Lenders agree that any action or proceeding to enforce, employeeor arising out of, agentthe Transaction Documents may be commenced in any state or federal court of competent jurisdiction in the State of Colorado, officer and Borrower and Lenders waive personal service of process and agree that a summons and complaint commencing an action or director proceeding in any such court shall be properly served and shall confer personal jurisdiction if served by registered or certified mail to Borrower or the Lenders, as appropriate, or as otherwise provided by the laws of the Distributor shall be liable at law State or in equity for the Distributor's obligations under this AgreementUnited States. (j) Each Borrower and the Lenders hereby knowingly, voluntarily, and intentionally waive any right to trial by jury borrower or lenders may have in any action or proceeding, in law or in equity, in connection with the Transaction Documents or the transactions related thereto. Borrower represents and warrants that no representative or agent of the undersigned warrants and represents Lenders has represented, expressly or otherwise, that they the Lenders will not, in the event of litigation, seek to enforce this right to jury trial waiver. Borrower acknowledges that the Lenders have full power and authority been induced to sign enter into this Agreement on behalf by, among other things, the provisions of the party indicated and that their signature will bind the party indicated to the terms hereofthis paragraph. (k) The terms "vote Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a majority debt, including promises to extend or renew such debt, are not enforceable. To protect you (Borrower) and us (Lenders) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this Agreement and the Transaction Documents, which are the complete and exclusive statement of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto agreement between us, except as we may later agree in the 1940 Actwriting to modify it.

Miscellaneous. (a) Neither party to this Agreement shall be liable to the other party for consequential damages under any No 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 heretoparties. (cb) This Agreement shall be governed by, construed and the provisions of this Agreement shall be construed and thereof interpreted under and in accordance with, with the laws of the State of New YorkNebraska. (dc) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, hereof whether oral or written. (ed) This The parties may execute this Agreement may be executed by the parties hereto on or any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. (fe) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedaffected by such determination, 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. (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 causes reasonably beyond its control, such party shall not be liable for damages to the other party resulting from such failure to perform or otherwise from such causes. (g) NLD shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by NLD or its affiliates. (h) Any controversy or claim arising out of, or related to, this Agreement, its termination or the breach thereof, shall be settled by binding arbitration by three arbitrators (or by fewer arbitrator(s), if the parties subsequently agree to fewer) in the State of Nebraska, in accordance with the rules then obtaining of FINRA, and the arbitrators’ decision shall be binding and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. (i) Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (hj) 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 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. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (jl) 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. (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) Neither Each party to this Agreement shall be liable pay the fees and expenses of its own advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the other party for consequential damages under any provision negotiation, preparation, execution, delivery and performance of this Agreementthe Transactions Documents. (b) No provisions of this This Agreement may be amended executed in two or modified in any manner except 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 other party; provided that a written agreement properly authorized facsimile signature or signature transmitted by e-mail shall be considered due execution and executed by both parties heretoshall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature. (c) This The headings of this Agreement are for convenience of reference and shall be governed bynot 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 provisions masculine and feminine. (d) If any provision of this Agreement shall be construed and interpreted under and invalid or unenforceable in accordance withany jurisdiction, such invalidity or unenforceability shall not affect the laws validity or enforceability of the State remainder of New York. (d) This this Agreement constitutes in that jurisdiction or the entire agreement between the parties hereto and supersedes validity or enforceability of any prior agreement with respect to the subject matter hereof, whether oral or writtenprovision of this Agreement in any other jurisdiction. (e) This Agreement and the Notes and Warrants represent the final agreement between the Purchasers and the Issuer with respect to the terms 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. No provision of this Agreement and the Notes and Warrants may be executed amended other than by an instrument in writing signed by the parties hereto on any number of counterpartsPurchaser and the Issuer, and all of no provision hereof or thereof may be waived other than by an instrument in writing signed by the counterparts taken together shall be deemed to constitute one and the same instrumentparty against whom enforcement is sought. (f) If any part, term Any notices or provision other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is held to be illegalmechanically 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 conflict with each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: Save the World Air, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Morgan Hill, CA 95037 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ to the address set forth on the Purchaser’s signature page hereto. Each party shall provide five (5) days prior written notice to the other party of any law change in address 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 invalidfacsimile number. (g) Section headings in this This Agreement are included for convenience only and are may not to be used to construe or interpret this Agreementassigned by Purchaser. (h) Notwithstanding This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (i) The 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 and thereby. (l) The language used in this Agreement will be deemed to be the 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 parties agree that the assets recovery of reasonable attorneys fees and liabilities of each Fund are separate costs, and distinct from the assets and liabilities of each to exercise all 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 otherwiserights granted by law. (in) No affiliated person, employee, agent, officer or director This Agreement and the other Transaction Documents shall be construed and governed by the laws of the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (j) Each State of the undersigned warrants California with respect to agreements wholly performed therein, 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 without regard to the terms hereofdoctrine known as conflicts of law. (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) Neither party The Owner will, as between the Parties, be liable for and duly pay all stamp duty (including any fine or penalty) on or relating to this Agreement shall be liable and any document executed under it. (b) Each Party will bear its own legal and other costs and expenses relating directly or indirectly to the other party for consequential damages under any provision negotiation, preparation and execution of this Agreement. (a) A single or partial exercise or waiver of a right relating to this Agreement, or a failure or delay in exercising a right, will not prevent any other exercise of that right or the exercise of any other right. (b) No provisions waiver of any provision of this Agreement may will be amended or modified effective unless the same will be in any manner except by a written agreement properly authorized writing and executed by both parties heretothen such waiver will be effective only in the specific instance and for the purpose for which it is given. (c) This Agreement shall be governed by27.3 Each Party will promptly execute all documents and do all things that any other Party from time to time reasonably requires of it to effect, and perfect or complete the provisions of this Agreement shall and any transaction contemplated by it. 27.4 This Agreement is governed by and is to be construed and interpreted under and in accordance with, with the laws in force in Queensland. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the State courts of New YorkQueensland and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts. (d) 27.5 This Agreement constitutes embodies the entire understanding and agreement between the parties hereto and supersedes any prior agreement with respect Parties as to the subject matter hereofof this Agreement and, whether oral or writtento the extent that this Agreement is inconsistent with any prior agreement between the Parties, this Agreement will prevail over, and will replace, the inconsistent terms of the prior agreement. (e) This 27.6 All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this Agreement may are merged in and superseded by this Agreement and will be executed by the parties hereto on of no force or effect whatever and no Party will be liable to any number other Party in respect of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrumentthose matters. (f) If any part, term or 27.7 Each provision of this Agreement is held will be deemed to be illegal, in conflict with any law or otherwise invalid, separate and separable from the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations others 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 invalidthem. (gSchedule 1) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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.Reference Schedule

Miscellaneous. (a) Neither party a. Tenant acknowledges that, if requested, Tenant did receive prior to this Agreement shall be liable to Lease execution a copy of the other party proposed form of Lease in writing, complete in every material detail, except for consequential damages under any provision the date, the name and address of this Agreement. (b) No provisions the tenant, the designation 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 governed bythe premises, and the provisions rental rate without requiring execution of the Lease or any prior deposit. b. If this Lease contains a Lease Option Agreement, the lease must state on its face: THIS IS NOT A CONTRACT TO BUY. c. The conditions and agreements contained herein are binding on and are legally enforceable by the parties hereto, their heirs, personal representatives, executors, administrators, successors and assigns, respectively, and no waiver of any breach of any condition or agreement contained herein will be construed to be a waiver of the condition or agreement of any subsequent breach thereof or of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New Yorklease. (d) d. Tenant acknowledges that the statements and representations made in the signed application for said premises are true; that said statements have induced Landlord/Agent to enter into this Lease; that they are deemed a part of this Lease; and that the falsity of any of them constitutes a breach hereof and entitles the Landlord/Agent to the same relief as a breach of any other covenant or condition contained herein. e. This Agreement constitutes Lease contains the final and entire agreement between the parties hereto and supersedes neither they nor their agents are bound by any prior agreement with respect to the subject matter hereofterms, whether conditions, statements, warranties or representations, oral or written. (e) , not herein contained. This Lease Agreement may be has been executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one in duplicate and the same instrumentTenant acknowledges that a copy thereof was delivered to him at the time the Lease was fully executed. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New YorkDelaware. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither party to 1. The subject headings of the Sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 2. No supplement, modification, or amendment of this Agreement shall be liable to binding unless executed in writing by the other party for consequential damages under parties. No waiver of 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in accordance with, writing by the laws of party making the State of New Yorkwaiver. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 3. This Agreement may be executed by the parties hereto on any number of simultaneously in one or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute one and the same instrument. (f) If 4. Nothing in this Agreement, whether express or implied, is intended to confer any part, term rights or provision remedies under or by reason of this Agreement is held to be illegal, in conflict with on any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of persons other than the parties shall be construed to it and enforced as if the Agreement did not contain the particular parttheir respective successors and assigns, term or provision held to be illegal or invalid. (g) Section headings nor is anything in this Agreement are included for convenience only and are not intended to be used to construe relieve or interpret this Agreement. (h) Notwithstanding any other provision of this Agreement, discharge 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 be liable or shall be charged for any debt, obligation or liability of any other Fundthird persons to any party to this Agreement, whether arising under this Agreement nor shall any provision give any third persons any right of subrogation or otherwise. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under action over against any party to this Agreement. (j) Each 5. Nothing contained herein shall be construed to require the commission of any act contrary to law. Should there be any conflict between any provision hereof or any present or future statute, law, ordinance or regulation, the latter shall prevail, but the provisions of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the undersigned warrants law, and represents that they have full power and authority to sign the remaining provisions of this Agreement on behalf shall remain in full force and effect. 6. Debtor shall reimburse Lender, upon demand, for any and all costs and expenses, including, without limitation, attorneys' fees, that Lender may incur in pursuing any remedies hereunder, which costs and expenses are secured hereby. 7. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and assigns. 8. This Agreement shall be construed in accordance with, and governed by, the laws of the party indicated and that their signature will bind the party indicated to the terms hereofState of California. (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) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. (b) No The provisions of this Agreement may be amended waived, altered, amended, modified or modified supplemented, in any manner except whole or in part, only by a written agreement properly authorized writing signed by the Escrow Agent and executed by both each of the parties hereto. (c) . Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any party hereto without the prior consent of each other party. This Agreement shall be governed by, by and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the . The parties hereto irrevocably and supersedes any prior agreement with respect unconditionally submit to the subject matter hereofexclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York over any suit, whether oral action or written. (e) proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or the performance of services hereunder. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER. This Agreement may be executed by the parties hereto on any number of in one or more counterparts, and all each of the counterparts taken together which shall be deemed to an original, but all of which together shall constitute 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 otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations . All signatures of the parties shall to this Agreement may be construed transmitted by facsimile or other electronic transmission, and enforced as if the Agreement did not contain the particular parteach such facsimile or other electronic transmission will, term or provision held for all purposes, be deemed to be illegal or invalid. (g) Section headings in the original signature of the party whose signature it reproduces and will be binding upon such party. A person who is not a party to this Agreement are included for convenience only and are not shall have no right to be used to construe or interpret enforce any term of this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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) Neither If Exhibit 1 specifies that a party to this Agreement identified thereon as a Client is acting on behalf of one or more of its portfolios, series, sub-trusts or sub-accounts (each, a "portfolio") that are also identified on Exhibit 1, each such portfolio shall be liable deemed to the other party be a Client for consequential damages all purposes 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 governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this Agreement, the parties agree that, if more than one Client (including any portfolio) is identified on Exhibit 1: (i) the relationships and agreements set forth in this Agreement between each Client and UBS shall be several, separate and distinct from those between any other Client and UBS, to the same effect as if that Client had executed a separate agreement in the form hereof with UBS; and (ii) the assets and liabilities of each Fund Client are separate and distinct from the assets and liabilities of each other Fund Client, and that no Fund Client shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations Client under this Agreement. (jc) Each of the undersigned warrants and represents With respect to each Client that they have full power and authority to sign is a business trust, notice is hereby given that this Agreement instrument is executed on behalf of the party indicated trustees of Client as trustees and not individually and that their signature will bind the party indicated to obligations of this instrument are not binding upon any of the terms hereoftrustees or shareholders of Client individually but are binding solely upon the assets and property of Client. (kd) The terms "vote In the event any provision of a majority this Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had never been contained herein. (e) This Agreement (including the exhibits and schedules attached hereto) constitutes the entire agreement between the parties and supersedes any prior agreements between the parties with respect to the subject matter hereof. This Agreement shall not be assigned by either party without the prior written consent of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Actother party.

Miscellaneous. (a) Neither party to The Parties agree that time is of the essence under this Agreement. b) The section and paragraph headings in this Agreement are for convenience only, and they shall not be liable employed to construe or interpret the other party for consequential damages under any provision provisions of this Agreement. (bc) The rights herein given to either Party hereto may be exercised from time to time, singularly or in combination, and the waiver of one or more of such rights shall not be deemed to be a waiver of such right in the future, or of any one or more of the other rights which the exercising Party may have. No waiver of any breach of a term, provision or condition of this Agreement by one Party shall be deemed to have been made by the other Party hereto, unless such waiver is expressed in writing and signed by an authorized representative of such Party. The failure of either Party to insist upon the strict performance of any term, provision or condition of this Agreement, or to exercise any option herein given, shall not be construed as a waiver or relinquishment in the future of the same or any other term, provision, condition or option. d) If Company consents to any subcontracting of the Work or services to be performed, Contractor agrees to have the subcontractors comply with all provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Contractor’s subcontractors shall be bound by and subject to .the terms and provisions of this Agreement may (including, but not limited to, the insurance obligations and release, defense and indemnity provisions), and Contractor shall be amended liable to Company for any breach thereof by any of its subcontractors or modified in any manner except their employees or agents as if such breach had been committed by a written agreement properly authorized and executed by both parties heretoContractor. (ce) This Agreement shall be governed by, and If any one or more of the provisions of this Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and interpreted under and in accordance withas if such invalid, the laws of the State of New Yorkillegal or unenforceable provision had never been a part hereof. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement litigation is held to be illegal, in conflict with any law or otherwise invalid, commenced between 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of Parties concerning this Agreement, 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 Party prevailing in such litigation shall be liable or shall be charged for any debtentitled to the reasonable attorneys’ fees and expenses of counsel, obligation or liability courts costs and other litigation expenses incurred by reason of any other Fund, whether arising under this Agreement or otherwisesuch litigation. (ig) No affiliated person, employee, agent, officer or director of the 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 This Agreement on behalf of the party indicated and that their signature will bind the party indicated enure to the terms hereofbenefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. (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) Neither party to this Agreement shall be liable This Subscription Agreement, together with the Notes, the Warrants and the Registration Rights Agreement, constitute the entire agreement between the Purchaser and the Company with respect to the other party for consequential damages under any provision subject matter hereof and supersede all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this AgreementSubscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. (b) No provisions Each of the Purchaser’s and the Company’s representations and warranties made in this Subscription Agreement may be amended shall survive the execution and delivery hereof and delivery of the Notes, the Warrants and the Common Shares issuable upon conversion of, or modified in any manner except by a written agreement properly authorized payment of interest on, the Notes and executed by both parties heretoissuable upon the exercise of the Warrants. (c) This Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Subscription Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, transactions contemplated hereby whether or not the laws of the State of New Yorktransactions contemplated hereby are consummated. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Subscription Agreement may be executed by the parties hereto on any number in one or more counterparts each of counterparts, and all of the counterparts taken together which shall be deemed to an original, but all of which shall together constitute one and the same instrument. (fe) If any part, term or Each provision of this Subscription Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affectedseparable and, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term for any reason any provision or provision held provisions hereof are determined to be illegal invalid or invalid. (g) Section headings in contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Agreement are included for convenience only and are not to be used to construe or interpret this Subscription Agreement. (hf) Notwithstanding any other provision Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement, 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 be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Subscription Agreement or otherwise. (i) No affiliated person, employee, agent, officer or director of the 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 as set forth in the 1940 Acttext.

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 Except for the addition of new Funds 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 governed by, and the The provisions of this Agreement shall be construed and interpreted under and in accordance with, with the laws of the State of New YorkNorth Dakota as at the time in effect and the applicable provisions of the 1940 Act. To the extent that the applicable law of the State of North Dakota or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This The parties may execute 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. (f) If any part, term or provision of this Agreement is 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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. (i) No affiliated person, employee, agent, director, officer or director manager of the Distributor IFS shall be liable at law or in equity for the DistributorIFS'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 hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a majority legal, valid and binding obligation of the outstanding voting securities," "interested person," "affiliated person" party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and "assignment" shall have other laws of general application affecting the meanings ascribed thereto in the 1940 Actrights and remedies of creditors and secured parties.

Miscellaneous. (a) Neither party to this Agreement shall be liable to the other party for consequential damages under If any provision of this AgreementAgreement 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 confined in its operation to the jurisdiction in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered. (b) No provisions 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 may be amended shall operate as a waiver thereof or modified in otherwise prejudice such party's rights, power and remedies. No single or partial exercise of any manner except by a written agreement properly authorized and executed by both parties heretorights, 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 shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement may be executed by the parties hereto on any number of in counterparts, and all each of the counterparts taken together 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 other oral or written agreements or understandings, 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 and any Indemnification Agreement. No change, alteration or modification hereof may be made except in writing signed by 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. Except as otherwise expressly provided herein, there are no other restrictions or limitations on the Executive's activities following termination of employment. The headings in this Agreement are for convenience of reference only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof. (f) If any part, term or provision of this This Agreement is 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 hereunder shall be construed in accordance with and enforced as if governed by the Agreement did not contain laws of the particular part, term or provision held state of California (disregarding any choice of law rules which might look to be illegal or invalidthe laws of any other jurisdiction). (g) Section headings Except as otherwise expressly set forth in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) Notwithstanding any other provision of this Agreement, upon the termination or expiration of the Employment Period, the respective rights and obligations of the parties agree that shall survive such termination or expiration to the assets and liabilities of each Fund are separate and distinct from extent necessary to carry out 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. (i) No affiliated person, employee, agent, officer or director intentions of the Distributor shall be liable at law or in equity for the Distributor's obligations parties as embodied under this Agreement. (j) Each . This Agreement shall continue in effect until there are no further rights or obligations of the undersigned warrants parties outstanding hereunder and represents that they have full power and authority to sign this Agreement on behalf shall not be terminated by either party without the express prior written consent of the party indicated and that their signature will bind the party indicated to the terms hereofboth parties. (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) 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 heretothe Distributor and the Funds. All material amendments to this Agreement must be approved by a vote of a majority of the Board, and of the Board members who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan, this Agreement or in any other agreement related to the Plan, cast in person at a meeting called for such purpose. (cb) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (dc) This Agreement constitutes the entire agreement between the parties hereto Distributor and the Funds and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (ed) 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. (fe) If any part, term or provision of this Agreement is 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. (gf) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (ig) No affiliated person, employee, agent, officer or director of the Distributor shall be liable at law or in equity for the Distributor's obligations under this Agreement. (jh) 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. (ki) 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. The following general provisions shall apply to the Restricted Stock Units granted pursuant to this Agreement: (a) Neither party to this Agreement 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 the conversion of the Restricted Stock Units 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; provided, however, that Recipient shall be liable receive, as additional compensation, payments equivalent to the other party for consequential damages under any provision dividend paid on a number of this Agreementshares of the Company’s Common Stock equal to the number of Shares subject to the Restricted Stock Units during the period prior to their conversion into the Shares. (b) No provisions of Subject to the limitations in this Agreement may on the transferability by the Recipient of the Restricted Stock Units and any Shares issued pursuant thereto, this Agreement will be amended or modified in any manner except by a written agreement properly authorized binding on and executed by both inure to the benefit of the successors and assigns of the parties hereto. (c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is held to be illegal, in conflict with invalid or unenforceable under any law or otherwise 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, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall will be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalidaccordingly. (gd) Section headings 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 written, or prior or contemporaneous 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 are included for convenience only and are not to be used to construe the Plan, the provisions of the Plan shall govern. In the event of any conflict or interpret any inconsistency between the provisions of this Agreement. (h) Notwithstanding Agreement and any other provision written agreement between the Company or its Affiliates and the Recipient regarding the acceleration of this Agreementthe vesting provisions hereof, the parties agree that the assets and liabilities terms of each Fund are separate and distinct from the assets and liabilities such other agreement shall govern. Any question of each other Fund and that no Fund shall be liable administration or shall be charged for any debt, obligation or liability of any other Fund, whether interpretation arising under this Agreement or otherwiseshall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest. (ie) No affiliated personNothing in this Agreement or the Plan shall be construed as giving the Recipient the right to be retained as an officer, employeeconsultant, agentadvisor, officer director or director employee of the Distributor shall be liable Company or any of its Affiliates. In addition, the Company or an Affiliate may at law any time dismiss the Recipient, free from any liability or in equity for the Distributor's obligations any claim under this Agreement, unless otherwise expressly provided in 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) Neither party to this This Agreement shall be liable constitutes the full and complete agreement of the parties hereto with respect to the other party for consequential damages under any provision of this Agreementsubject matter hereof. (b) No provisions Titles or captions of Sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement may be amended or modified in the intent of any manner except by a written agreement properly authorized and executed by both parties heretoprovisions thereof. (c) This Agreement may be executed in several counterparts, all of which together shall be governed byfor all purposes constitute one Agreement, and binding on all the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New Yorkparties. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) 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. (f) If any part, term or provision of this Agreement is 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 hereunder shall be governed by, and interpreted, construed and enforced as if in accordance with the laws of the State of Connecticut. (e) If any provisions of this Agreement did not contain or the particular part, term application thereof to any party or provision held circumstances shall be determined by any court of competent jurisdiction to be illegal invalid or invalidunenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstance, other than those as to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. (f) Notices of any kind to be given to the Administrator by the Trust shall be in writing and shall be duly given if mailed or delivered to the Administrator at Two Pickwick Plaza, Greenwich, Connecticut 06830, or at such other address or to such individual as shall be specified by the Administrator to the Trust. Notices of any kind to be given to the Trust by the Administrator shall be in writing and shall be duly given if mailed or delivered to Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address or to such individual as shall be specified by the Trust to the Administrator. (g) Section headings in this Agreement are included The Administrator, the Trust and the Funds each agree that the name "Northstar" is proprietary to, and a property right of, the Administrator. The Trust and the Funds agree and consent that (i) each will only use the name "Northstar" as part of its name and for convenience only no other purpose, (ii) each will not purport to grant any third party the right to use the name "Northstar" and are not to be used to construe or interpret (iii) upon the termination of this Agreement, the Trust and the Funds shall, upon the request of the Administrator, cease to use the name "Northstar," and shall use its best efforts to cause its officers, trustees and shareholders to take any and all actions which the Administrator may request to effect the foregoing. (h) Notwithstanding any other provision The Declaration of this AgreementTrust, establishing the parties agree Trust, dated December 8, 1993, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the assets name "Northstar/NWNL Trust" refers to the Trustees under the Declaration collectively as trustees, but not individually or personally; and liabilities no Trustee, shareholder, officer, employee or agent of each Fund are separate and distinct from the assets and liabilities Trust and/or the Funds may be held to any personal liability, nor may resort be had to their private property for the satisfaction of each other Fund and that no Fund any obligation or claim or otherwise in connection with the affairs of the Trust, but the Trust property only shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwiseliable. (i) No affiliated person, employee, agent, officer or director of the 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) 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. (ci) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York. (d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written. (e) This Agreement Amendment may be executed by the parties hereto on 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. The parties agree that this Amendment may be executed in any number of counterparts, and all of the counterparts which taken together shall be deemed to constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Counterparts may be delivered electronically. The parties agree that this Amendment or any other document necessary for the consummation of the transaction contemplated by this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature. (fii) If any part, term or provision The descriptive headings of the various sections of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions Amendment are inserted for convenience of reference only and shall be considered severable and not be affected, and deemed to affect the rights and obligations meaning or construction of any 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. (g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (h) 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 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. (i) No affiliated person, employee, agent, officer or director of the 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 provisions hereof. (kiii) The terms "vote of a majority This Amendment may not be amended or otherwise modified other than by an agreement in writing signed by each of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have the meanings ascribed thereto in the 1940 Actparties hereto. (iv) THIS AMENDMENT AND ANY CLAIM, DISPUTE OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN. (The remainder of this page is intentionally blank.)