This Agreement is made as of the 1st
day of January 2003 (the “Effective Date”), by and between DIVERSIFIED BIOTECH HOLDINGS CORP., a Delaware corporation
located at 500 Fifth Avenue, 56th Floor, New York, New York 10110 (the “Company”), and SCOTT L. MATHIS,
an individual residing at 33 Union Square West, Apt. 4F, New York, New York 10003 (“Executive”).
1. The Company desires to secure for itself
the expertise, knowledge and experience of Executive with respect to the Company’s business, in an executive capacity as
set forth herein. Except where expressly provided otherwise, references herein to the “Company” shall be deemed to
include the Company’s operating subsidiaries.
2. Executive is willing to work for the
Company in such an executive capacity on the terms and conditions set forth in this Agreement (the “Agreement”).
NOW, THEREFORE, in consideration of
the terms, covenants, conditions and agreements set forth hereinbelow, Executive and the Company agree to the following:
The Company hereby employs Executive, and
Executive hereby accepts employment from the Company, upon the terms and conditions provided herein (the “Agreement”).
2. Executive’s Duties.
Executive hereby agrees to serve the Company
faithfully and honestly and to use his reasonable best efforts and abilities as Chief Executive Officer and Chairman of the Board
of Directors of the Company and its principal operating subsidiaries. Executive shall be based in the Company’s principal
executive offices which are currently located at 500 Fifth Avenue, 56th Floor, New York, New York 10110. Executive shall
report to the Board of Directors of the Company (the “Board”) and his responsibilities shall include the performance
of the duties customarily associated with the positions of Chief Executive Office and Chairman and such other duties of a nature
commensurate with such positions as may be assigned to him from time to time by the Board.
The Company shall continue the employment
of Executive, and Executive shall continue performing services for the Company, for an initial period of two years commencing on
the Effective Date and ending on the second anniversary of the Effective Date (the “Initial Term”). Executive’s
employment under this Agreement shall automatically be extended for consecutive one-year periods commencing on and after the second
anniversary of the Effective Date, until either the Company or Executive gives the other party at least three-months’ written
notice prior to the then-applicable “Expiration Date” (as defined below) of its or his desire to terminate this Agreement,
unless such employment shall have been earlier terminated as hereinafter set forth. For purposes of this Agreement, (i) the terms
“Employment Period” or “Term” shall mean the Initial Term and all extensions thereof, if
any, as aforesaid, and (ii) the term “Expiration Date” shall mean, if the Employment Period is extended on and
after the Initial Term, a date which is the anniversary of the Effective Date in any subsequent calendar year.
4. Compensation; Expenses; Benefits;
Sale of Company Stock. Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation
and other benefits to Executive during the Employment Period as compensation for all services rendered hereunder.
(a) Base Salary. In consideration
for all services rendered by Executive to the Company (including serving as a member of the Board of Directors or any committee
thereof), the Company hereby agrees to pay compensation to Executive commencing as of the Effective Date, an annual base salary
(“Base Salary”) at the rate of $250,000 per year to be paid in accordance with the Company’s prevailing payroll
practices for its executive officers as are in effect from time to time (but in no event less frequently than monthly). With respect
to each contract renewal beyond the Initial Term, Executive shall be entitled to a five per-cent (5%) increase in his Base Salary
over the amount paid in the prior year.
(b) Bonus. Executive shall be eligible
to receive a periodic or annual bonus (the “Bonus”) to be determined by the Board (or any duly constituted sub-committee
thereof), in the exercise of its discretion, to be based on corporate profitability, stock price, or such other criteria as may
be determined by the Board or sub-committee. The Bonus shall be prorated for any period of service less than a full calendar year
during the calendar year in which this Agreement expires; provided, however, that if Executive’s employment
is terminated by the Company (or any successor thereto) for Cause (as defined below) or Executive resigns from his employment other
than for Good Reason (as defined below) before the date on which the relevant Bonus is paid, Executive shall not receive any portion
of such Annual Bonus.
(c) Commissions and Investment Banking
Origination Fees. Executive shall receive stock brokerage commissions and investment banking origination fees consistent with
standard and customary practices employed at InvestPrivate, Inc.
(d) Reimbursement of Expenses. The
Company shall reimburse Executive in accordance with the Company’s policies in effect from time to time for travel, entertainment
and other expenses incurred by Executive in the performance of his duties and responsibilities hereunder. In addition, the Company
shall reimburse Executive for the following expenses: (i) legal expenses incurred in connection with his past, current and future
employment with any broker-dealer firm; (ii) use of home office; (iii) up to 25% of telephone cost relating to his home office;
(iv) internet connection at his home office; (v) mobile phone; and (vi) up to $1,000.00 per month for a leased automobile, including
insurance and parking.
(e) Executive Benefits; Vacation.
During the Employment Period, Executive shall be included, to the extent eligible thereunder, in all employee benefit plans, programs
and arrangements (including, without limitation, any plans, programs or arrangements providing for retirement benefits, profit
sharing, disability benefits, health and life insurance or vacation and paid holidays) that shall be established by the Company
for, or made available to, its senior executives. Executive shall be entitled to annual paid vacation during the Employment Period
consistent with standard Company practices applicable to executives.
(f) Restrictions on Sale of Company Stock.
Subject to any restrictions imposed by applicable law or regulations, for the duration of this Agreement, including any extensions
thereof, Executive shall not in any calendar year sell or convey actual or beneficial ownership of more than 20% of the Company
common and preferred stock which he owns, except to a member of his immediate family or to any trust established for his benefit
or under his primary control; provided, however, that following an IPO (as defined herein), Executive shall be entitled to sell
up to 33.33% of such stock in each 12-month period commencing on the date of the IPO (subject to any lock-up arrangements imposed
by the underwriters on an IPO) , and further provided that upon the occurrence of a Change of Control (as defined herein), the
restriction set forth in this provision shall terminate. For purposes of calculating the maximum number of shares that Executive
can sell pursuant to this provision, the number of shares owned shall not include any unexercised stock options or warrants, but
shall include all shares acquired from the exercise of such options or warrants.
of Employment. Subject to the notice and other provisions of
this Section 5, the Company shall have the right to terminate Executive’s employment hereunder, and Executive shall have
the right to resign, at any time for any reason or for no stated reason.
for Cause or Resignation Without Good Reason. If, prior to the expiration of the Term, Executive’s employment is terminated
by the Company for Cause (as defined below) or if Executive resigns for any reason from his employment hereunder other than for
Good Reason (as defined below), Executive shall be entitled to payment of (A) any unpaid pro rata portion of the Base Salary through
and including the date of termination or resignation, (B) payment in lieu of accrued unused vacation days as described in Section
4(e) above, (C) any unreimbursed expenses under Section 4(d) above, and (D) any other benefits accrued, but unpaid, under programs
described under Section 4(e) above. Except to the extent required by applicable law, Executive shall have no right under this Agreement
or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after the date of such
termination or resignation.
shall mean (A) any act or omission that constitutes a breach by Executive of any of his material obligations under the Agreement,
which is not cured within thirty (30) days of written notice thereof from the Company; (B) the continued failure or refusal of
Executive to perform the duties required of him as an Executive of the Company after reasonable notice and opportunity to so perform
(not less than thirty (30) days); (C) any material misuse or misappropriation by Executive of property or assets of the Company,
or any breach of a confidentiality agreement relating to information concerning the Company; (D) Executive’s conviction of
a felony (other than minor vehicular or traffic offenses which may be considered felonies in some jurisdictions); (E) any other
misconduct by Executive which is materially injurious to the financial condition or business reputation of the Company; or (F)
any legal or regulatory sanctions that materially limit Executive’s ability to perform hereunder; provided, however,
in the event that Executive’s duties hereunder have been materially changed without his consent, it shall not be a breach
of this Agreement by Executive or otherwise constitute Cause for Executive to fail to perform such materially changed duties. Any
termination of Executive by the Company for any reason or in any manner other than for “Cause” as defined above, shall
be deemed to be a termination without Cause.
Reason” shall mean (A) any breach of this Agreement by the Company, which is not cured within thirty (30) days of written
notice from Executive, (B) the assignment of Executive, without Executive’s consent, to a position, responsibilities or duties
of a lesser title, position or status, or lesser degree of responsibility than Executive’s title, position, status or responsibilities
specified herein, including, without limitation, a change in reporting structure, (C) the relocation of the Company’s principal
executive offices outside the metropolitan New York area or any requirement by the Company that Executive be based anywhere other
than the Company’s principal executive offices, without Executive’s consent; or (D) the assignment of Executive, without
his consent, to undertake responsibilities or perform functions or activities, inconsistent with his obligations to the Company,
or any request to perform, act or undertake responsibilities which do or could result in the violation, breach or non-compliance
with any law or regulation, ethical or professional licensing standards and requirements or this Agreement.
(d) Notice and Date
of Termination for Cause or Without Good Reason. Termination of Executive’s employment by the Company for Cause or by
Executive for Good Reason, shall be communicated by delivery to Executive or the Company, as the case may be, of a written notice
from the Company or Executive, respectively, stating that Executive has been terminated for Cause or Executive has terminated his
employment for Good Reason, specifying the particulars thereof and the effective date of such termination. The date of any other
resignation by Executive or termination by the Company shall be the date specified in a written notice of resignation from Executive
to the Company, or in a written notice of termination from the Company to Executive, as applicable.
Without Cause or for Good Reason. If, prior to the expiration of the Term, the Company terminates Executive’s employment
without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to all payments and benefits
referred to in Section 5(a) hereof. In addition, the Company shall pay or continue to provide as applicable, to Executive as severance
(the “Severance Amount”) (i) an amount equal to (x) his Base Salary for the remainder of the then applicable
Term plus (y) his Base Salary for six months (the time period encompassed by (x) and (y) being hereinafter referred to as the “Severance
Period”), and (ii) all of the benefits or payments in respect of such benefits as set forth in Section 4(a) above for
the Severance Period; provided, however, that, in no event, however, shall the Severance Period exceed one year from
the date of termination. The Severance Amount shall be payable, other than for benefits which continue but for which no actual
payment to Executive is required, in a cash lump sum payable to Executive at such times as they would ordinarily be paid had Executive
remained employed by the Company.
(f) Death Prior
to the Expiration of Severance Period. In the event of Executive’s death after a termination without Cause or for Good
Reason as described in Section 5(e) above, but prior to the expiration of the Severance Period, the Severance Amount shall be paid
or continue to be provided, as applicable, to Executive’s estate, for a period not to exceed six months.
and Date of Termination Without Cause or for Good Reason. The date of termination of employment without Cause or for Good
Reason shall be the date specified in a written notice of termination to Executive or to Company, as applicable.
Due to Disability. In the event of Executive’s Disability (as hereinafter defined), the Company shall continue to provide
his compensation and other benefits as described in Section 4 and its subsections for a period measured from the date, after using
any available sick leave, that the Disability commences, and continuing until (i) the Disability ceases or (ii) until Executive’s
employment hereunder is terminated, whichever is less; provided, however, that during any period of Disability the Company shall
only have the right to terminate Executive’s employment, upon ten (10) days’ written notice, if, after expending any
available sick leave, such Disability continues for a period of six (6) months. Notwithstanding anything contained in this Agreement
to the contrary, if Executive’s employment should terminate due to Disability that continues for more than six (6) months,
Executive shall be entitled to (A) payment of his Base Salary and benefits under Section 4(a) above, for a period equal to an additional
six (6) months thereafter, and (B) any unreimbursed expenses under Section 4(d) above. As used in this Agreement, the term “Disability”
shall mean a physical or mental incapacity that substantially prevents Executive from performing his duties hereunder.
(i) Death. Except
for any payments or obligations arising prior to the date of Executive’s death or life insurance benefits arising as a result
of Executive’s death, no salary or benefits shall be provided or continued under this Agreement following the date of Executive’s
death. In the event of Executive’s death, any Base Salary earned by Executive up to the date of death and unpaid and any
vacation accrued up to the date of death shall be paid to Executive’s beneficiary within thirty (30) days of Executive’s
death, as well as any unreimbursed expenses under Section 4(d) above.
6. Effect of Change of Control
(a) New Term of Employment. Notwithstanding
anything to the contrary in this Agreement, upon a Change of Control (as defined in Section 6(d) below), the Company (or its successor)
shall continue the employment of Executive, and Executive shall continue performing services for the Company, for a period of one
year commencing on the date of the Change of Control (the “New Employment Period”).
(b) Acceleration of Options. Notwithstanding
anything to the contrary in any of the applicable option agreements, upon a Change of Control, all outstanding stock options granted
by the Company or any of its affiliates to Executive shall become fully vested and immediately exercisable on the date of the Change
of Control, unless the Board of Directors in office prior to the announcement of the potential Change of Control determines otherwise,
in which case such options shall be accorded no less favorable treatment than is generally accorded to other Company employees.
(c) Right of Termination. Notwithstanding
anything to the contrary in this Agreement, during a thirty (30) day period commencing on the first anniversary of the date of
the Change of Control, Executive shall have the right to resign from his employment with the Company (or its successor) for any
reason and receive an amount equal to one (1) times the amount of his annual Base Salary, as is then in effect. All payments made
under this Section 6(c) shall be made by the Company (or its successor) in a lump-sum amount no later than thirty (30) days after
the date of Executive’s termination of employment.
(d) Definition of Change of Control.
of Control” shall mean:
or prior to an initial public offering via registered sale pursuant to the Securities Act of 1933, as amended, of the Company’s
common stock (“IPO”),
merger of the Company with or into another corporation as a result of which Executive shall own less than 25% of the outstanding
common stock (on a fully diluted basis, assuming exercise of all options and warrants, whether or not then exercisable) of the
surviving company (or parent thereof);
sale of all or substantially all of the assets of the Company to an entity not controlled by Executive; or
sale (in a single transaction or series of related transactions, provided that Mathis is not a party directly or indirectly in
any such transaction(s)) of shares of capital stock of the Company to any person or entity as a result of which Executive shall
own less than 25% of the outstanding Common Stock (on a fully diluted basis, assuming exercise of all options and warrants, whether
or not then exercisable); provided, however, that an IPO shall not constitute a Change of Control; and
a “person” (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
including a “group” (as defined in Section 13(d) and 14(d) of the Exchange Act), either directly or indirectly becomes
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of either (1) the Company’s
then outstanding Common Stock or (2) the combined voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute
a Change of Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; or (3) any acquisition
by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company;
provided further, however, that there shall not be a Change of Control under this provision if Executive continues to be the beneficial
owner of 20% or more of the class of the Company’s securities the acquisition of which would have otherwise constituted a
Change of Control;
during any period of 12 consecutive months during the Employment Period, the individuals who, at the beginning of such period,
constitute the Board (the “Company Incumbent Directors”), cease for any reason other than death to constitute at least
a majority thereof; provided, however, that a director who was not a director at the beginning of such 12-month period shall be
deemed to be a Company Incumbent Director if such director was elected by, or on the recommendation of or with the approval of
at least two-thirds of the directors of the Company, who then qualified as Company Incumbent Directors;
the stockholders of the Company approve a reorganization, merger or consolidation of the Company without the consent or approval
of a majority of the Company Incumbent Directors;
consummation of a reorganization, merger or consolidation of the Company with or into another entity or any other corporate reorganization,
if more than 60% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately
after such reorganization, merger or consolidation is owned by persons who were not stockholders of the Company immediately prior
to such reorganization, merger, consolidation; or
sale or other disposition of all or substantially all of the assets of the Company.
7. Covenant Not To Compete; Confidential
(a) During the Employment Period, Executive
shall not work for, provide services to, or receive compensation in any form from any firm (excluding all subsidiaries and affiliates
of the Company) that is engaged as a broker-dealer, investment banker, in any other financial capacity or business, or in any way
engaged in business that competes with one or more of the Company’s principal businesses.
(b) Executive agrees to receive Confidential
Information (as hereinafter defined) of the Company in confidence, and not to disclose to others, assist others in the application
of, or use for his own gain or that of another, such information, or any part thereof, unless and until it has become public knowledge
or has come into the possession of Executive or such others by legal and equitable means or is required to be disclosed by law
or judicial or administrative order. Executive further agrees that, upon termination of his employment with the Company, he will
return to the Company all documents, records and notebooks containing Confidential Information and similar repositories of Confidential
Information, including copies thereof, then in Executive’s possession, whether prepared by him or others. For purposes of
this section, Confidential Information shall mean information disclosed to Executive or known by Executive as a consequence of
or through his employment by the Company, not generally known in the industry in which the Company is or may become engaged, about
the Company’s business, products, processes and services and, in each case, which the Company treats as confidential or proprietary.
Executive’s obligations under this section shall survive any termination or expiration of this Agreement and Executive’s
employment hereunder, until two years after such termination or expiration.
8. Ownership of Work Product; Executive’s
Right to Solicit.
(a) Executive hereby agrees that, in the
event his employment hereunder is terminated for any reason, any and all investment banking transactions (defined as fee-based
services relating to mergers, acquisitions, public and private debt and equity financings, and similar types of transactions),
confidential data, and other proprietary information (collectively “Work Product”) that originates or originated with
the Company which Executive learns of or comes into possession of during his employment with the Company shall be and is the sole
and exclusive property of the Company. Executive further agrees that he shall not use, or attempt to use or otherwise exploit,
any Work Product that originates or originated with the Company, and that whenever requested to do so by the Company, at its expense,
shall execute and sign any and all instruments and do all other reasonable things which the Company in its reasonable judgment
may deem necessary or appropriate in order to assign, transfer, convey or otherwise make available to the Company the sole and
exclusive right, title and interest in and to any Work Product that originates or originated with the Company. Notwithstanding
the foregoing, any Work Product that originates or originated with Executive shall be and is the sole and exclusive property and
possession of Executive. The Company hereby agrees that in the event Executive’s employment hereunder is terminated for any
reason, the Company shall not use, or attempt to use or otherwise exploit any Work Product that originates or originated with Executive,
and that whenever requested to do so by the Executive, at its expense, shall execute and sign any and all instruments and do all
other reasonable things which the Executive in its reasonable judgment may deem necessary or appropriate in order to assign, transfer,
convey or otherwise make available to the Executive the sole and exclusive right, title and interest in and to any Work Product
that originates or originated with Executive. To the extent the value of any Work Product that Executive elects to use or exploit
following termination is enhanced by the efforts of the Company or any of its employees other than Executive, Executive shall compensate
the Company for the fair market value of such enhancement.
(b) Executive agrees that, in the event
Executive’s employment with the Company terminates for any reason, Executive will not solicit or cause the solicitation of,
for a period of one year from the date of termination, any of the brokerage or investment banking clients or prospective clients
of the Company who Executive served or whose names became known to Executive while in the employ of the Company; provided however,
Executive shall be permitted to solicit those brokerage or investment banking clients known to Executive prior to joining the Company.
(c) Executive shall not, for a one year
period following any such termination, be permitted to solicit, induce, or attempt to persuade any employees or consultants of
the Company, who at the time of such termination (or within ninety days prior thereto) were employed by, on provided consulting
services to, the Company, to terminate their relationship with the Company and work with Executive elsewhere.
9. Rights and Remedies Upon Breach.
(a) Executive acknowledges and agrees that
a violation of any of the restrictive covenants contained in this Agreement shall cause irreparable harm to the Company and the
Company shall be entitled to specific performance of this Agreement or an injunction without proof of special damages. If Executive
breaches any of the provisions of Paragraphs 7 and 8 (the “Restrictive Covenants”), the Company shall have the
following rights and remedies, each of which shall be independent of the other and severally enforceable, and all of which shall
be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or equity:
(i) The right and remedy to have the Restrictive
Covenants specifically enforced by any court or arbitration panel of competent jurisdiction including, without limitation, the
right to entry against Executive of restraining orders and injunctions, preliminary, mandatory, temporary and permanent, without
proof of special damages, against actual violations, and whether or not then continuing, of such covenants, it being acknowledged
and agreed that any such breach will cause irreparable injury to the Company and that money damages will not provide an adequate
remedy to the Company; and
(ii) The right and remedy to require Executive
to account for and pay over to the Company all compensation or profits derived or received by Executive in connection with any
transactions constituting a breach of the Restrictive Covenants.
(b) Subject to the provisions pertaining
to arbitrability of disputes, nothing contained in this Agreement shall limit the rights and remedies, at law or in equity, of
the Company or Executive in the event of a breach by any party of any of its or his obligations pursuant to this Agreement.
10. Indemnification; Insurance.
(a) In serving as an officer and director
of the Company, and thereafter, Executive shall be entitled to rely upon the rights to indemnification provided in Article X of
the Company’s By-Laws, a copy of which has been provided to Executive. During the term of this Agreement, and for any subsequent
period in which Executive shall continue to be entitled to indemnification as therein provided, and the Company shall not make
any change in this Article X that would adversely affect Executive’s rights thereunder. Notwithstanding the foregoing, the
Company shall, in any event, indemnify Executive to the fullest extent permitted by law. Moreover, Executive shall also be entitled
to coverage under the Company’s directors and officers insurance policy (which the Company agrees to maintain throughout
the Employment Period).
(b) Should the Company determine to obtain
a life insurance policy for Executive in which the Company would be beneficiary, Executive shall take all steps reasonably required
to obtain such policy.
11. Miscellaneous Provisions.
(a) Entire Agreement, Etc. This Agreement
contains all of the representations, warranties, and agreements of the parties hereto with respect to the subject matter hereof,
and all prior understandings, representations, and warranties (whether oral or written) with respect to such matters are superseded.
This Agreement may not be amended, modified, waived, discharged, or terminated except by an instrument in writing signed by the
party or an executive officer of a corporate party against whom enforcement of the change, waiver, discharge, or termination is
(b) Governing Law; Dispute Resolution
Provision. This Agreement and the legal relations between the parties hereto will be governed by and construed in accordance
with the laws of the State of New York without reference to the principles of conflict of laws. Any dispute arising from this Agreement
shall be heard before a duly constituted panel of arbitrators before NASD Regulation Inc.’s Office of Dispute Resolution
or other mutually agreeable entity that provides comparable arbitration facilities. Such arbitration shall be convened in New York,
New York. Judgment upon the award rendered may be entered in any court having jurisdiction thereof or such court may be asked to
judicially confirm the award and order its enforcement, as the case may be. Notwithstanding the foregoing, any action that seeks
injunctive relief pertaining to alleged violations of Sections 7 and 8 hereunder may be brought in any state or federal court sitting
in New York, New York that would have otherwise have subject matter jurisdiction over such a dispute.
(c) Attorneys’ Fees; Expenses.
In the event of any dispute or litigation arising out of, relating to or in connection with this Agreement, the prevailing party
shall be entitled to reasonable attorneys’ fees and costs, to be paid by the losing party. With respect to the execution
and delivery of this Agreement, each party shall bear its own expenses except that the Company shall reimburse Executive for his
actual out-of-pocket legal expenses in an amount not to exceed $5,000.
(d) Assignment. This Agreement shall
inure to the benefit of and be binding on the successors, assigns, heirs and legal representatives, as the case may be, of each
of the parties hereto. Except as expressly provided herein, no assignment of this Agreement or any rights hereunder shall be effective
without the written consent of the remaining parties hereto.
(e) Designations and Notices. Any
notices or other communications required or permitted hereunder, except as may otherwise be provided in this Agreement, will be
deemed given five business days after such notice is mailed by certified mail, return receipt requested, postage prepaid, addressed
to each party as set forth on the first page hereof, or to such other address as any party shall designate by notice duly given
(f) Survival of Representations and Warranties.
The representations and warranties of the parties herein shall survive the execution of this Agreement.
(g) Further Assurances. Each of the
parties hereto agrees to execute such instruments and take such further action, if any, as may be reasonably requested by any other
party hereto in order to assure such requesting party of the rights and benefits intended by this Agreement, it being understood
that the expense of any such action shall be borne by the party requesting the same.
(h) Non-Waiver. The failure or refusal
of either party to insist upon the strict performance of any provision of this Agreement or to exercise any right in any one or
more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such
failure or refusal be deemed a custom or practice contrary to such provision or right.
(i) Severability. The invalidity
or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable provisions were omitted. In lieu of such illegal, invalid,
or unenforceable provision, any court or duly constituted arbitration panel shall be empowered to substitute as a part of this
Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provisions as may be legal, valid and enforceable.
(j) Construction. The provisions
of this Agreement shall be deemed prepared jointly by the parties hereto with the intent that no provision hereof is to be strictly
construed against any party by reason of the preparation or negotiation of this Agreement.
(k) Headings. The headings of the
various sections and paragraphs of this Agreement are inserted for convenience of reference only and do not constitute a part of
(l) Counterparts. This Agreement
may be executed in two or more counterparts and in duplicate originals, each of which will be considered one and the same agreement.
Machine-duplicated and/or facsimile copies of the Agreement, disclosing affixed signatures to other copies, may be relied upon
as prima facie evidence of the fact of counterpart execution. If executed in duplicate, each duplicate copy shall be as valid as
an original copy. No distinction shall be made between an originally typed document and machine-copies and/or facsimile documents,
provided that the copies disclose the signatures of the parties.
IN WITNESS WHEREOF, the parties hereto have
set their signatures as of the date first above written.