2.1Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2.5 million of Shares. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchasers Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing, which may occur by remote delivery of documents, shall occur at the offices of Duane Morris LLP, 1540 Broadway, New York, New York 10036-4086 or such other location as the parties shall mutually agree.

2 . 1Closing . On the Closing Date , upon the terms and subject to the conditions set forth herein , substantially concurrent with the execution and delivery of this Agreement by the parties hereto , the Company agrees to sell , and the Purchasers , severally and not jointly , agree to purchase , up to an aggregate of $ 2 . 5 million of Shares . Each Purchaser shall deliver to the Company , via wire transfer , immediately available funds equal to such Purchasers Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2 . 2 ( a ) , and the Company and each Purchaser shall deliver the other items set forth in Section 2 . 2 deliverable at the Closing . Upon satisfaction of the covenants and conditions set forth in Sections 2 . 2 and 2 . 3 , the Closing , which may occur by remote delivery of documents , shall occur at the offices of Duane Morris LLP , 1540 Broadway , New York , New York 10036 - 4086 or such other location as the parties shall mutually agree .


Bail-In Legislation: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/ EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

Bail - In Legislation : with respect to any EEA Member Country implementing Article 55 of Directive 2014 / 59 / EU of the European Parliament and of the Council of the European Union , the implementing law for such EEA Member Country from time to time which is described in the EU Bail - In Legislation Schedule .


(a) Base salary. The Company agrees to pay or cause to be paid to Executive during the Term a base salary at the rate of $1,000,000 per annum or such increased amount as the compensation Committee of the Board (the Committee) may from time to time determine (the Base salary); provided, however, Executives Base salary may be reduced up to 10% in connection with a broader compensation reduction that applies similarly to all senior executives of the Company, following consultation with Executive. Such Base salary shall be payable in accordance with the Companys customary practices applicable to its executives, but no less frequently than monthly.

( a ) Base salary . The Company agrees to pay or cause to be paid to Executive during the Term a base salary at the rate of $ 1 , 000 , 000 per annum or such increased amount as the compensation Committee of the Board ( the Committee ) may from time to time determine ( the Base salary ) ; provided , however , Executives Base salary may be reduced up to 10 % in connection with a broader compensation reduction that applies similarly to all senior executives of the Company , following consultation with Executive . Such Base salary shall be payable in accordance with the Companys customary practices applicable to its executives , but no less frequently than monthly .


As used herein, a Change of Control shall mean the occurrence of any of the following events: (i)Ownership. Any Person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended) becomes the Beneficial Owner (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Company representing fifty percent ( 50% )or more of the total voting power represented by Companys then outstanding voting securities (excluding for this purpose any such voting securities held by Company, or any affiliate, parent or subsidiary of Company, or by any employee benefit plan of Company) pursuant to a transaction or a series of related transactions; or (ii)Merger/Sale of Assets. (A)A merger or consolidation of Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent ( 50% )of the total voting power represented by the voting securities of Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger

As used herein , a Change of Control shall mean the occurrence of any of the following events : ( i ) Ownership . Any Person ( as such term is used in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ) becomes the Beneficial Owner ( as defined in Rule 13d - 3 under said Act ) , directly or indirectly , of securities of Company representing fifty percent ( 50 % ) or more of the total voting power represented by Companys then outstanding voting securities ( excluding for this purpose any such voting securities held by Company , or any affiliate , parent or subsidiary of Company , or by any employee benefit plan of Company ) pursuant to a transaction or a series of related transactions ; or ( ii ) Merger / Sale of Assets . ( A ) A merger or consolidation of Company whether or not approved by the Board , other than a merger or consolidation which would result in the voting securities of Company outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation ) at least fifty percent ( 50 % ) of the total voting power represented by the voting securities of Company or such surviving entity or parent of such corporation , as the case may be , outstanding immediately after such merger


a. In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6.1(a), (b), (c), (d), (f)and (h)and the last sentence of Section6.2 of the Employment Agreement , the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section1 as Employee), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the Company Released Parties) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as claims) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq.; Title VII of the Civil Rights Act of 1964 , 42 U.S.C. 2000e et seq.; the Americans with Disabilities Act of 1990 , 42 U.S.C. 12101 et seq.; the Family and Medical Leave Act of 1993 , 29 U.S.C. 2601 et seq.; the Employee Retirement Income Security Act of 1974 , 29 U.S.C. 1001 et seq.; the Equal Pay Act of 1963 , 29 U.S.C. 206 (d); Section806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C . 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C . 1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Employees employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees, costs and interest.

a . In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6 . 1 ( a ) , ( b ) , ( c ) , ( d ) , ( f ) and ( h ) and the last sentence of Section6 . 2 of the Employment Agreement , the Employee , on behalf of himself and his heirs , executors , administrators , trustees , legal representatives , successors and assigns ( hereinafter collectively referred to for purposes of this Section1 as Employee ) , hereby agrees to irrevocably and unconditionally waive , release and forever discharge the Company and its past , present and future affiliates and related entities , parent and subsidiary corporations , divisions , shareholders , predecessors , current , former and future officers , directors , employees , trustees , fiduciaries , administrators , executives , agents , representatives , successors and assigns ( collectively , the Company Released Parties ) from any and all waivable claims , charges , demands , sums of money , actions , rights , promises , agreements , causes of action , obligations and liabilities of any kind or nature whatsoever , at law or in equity , whether known or unknown , existing or contingent , suspected or unsuspected , apparent or concealed , foreign or domestic ( hereinafter collectively referred to as claims ) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts , acts , conduct , omissions , transactions , occurrences , contracts , claims , events , causes , matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement . Such claims include , without limitation , claims arising under the Age Discrimination in Employment Act , 29 U . S . C . 621 et seq . ; Title VII of the Civil Rights Act of 1964 , 42 U . S . C . 2000e et seq . ; the Americans with Disabilities Act of 1990 , 42 U . S . C . 12101 et seq . ; the Family and Medical Leave Act of 1993 , 29 U . S . C . 2601 et seq . ; the Employee Retirement Income Security Act of 1974 , 29 U . S . C . 1001 et seq . ; the Equal Pay Act of 1963 , 29 U . S . C . 206 ( d ) ; Section806 of the Corporate and Criminal Fraud Accountability Act of 2002 , 18 U . S . C . 1681 et seq . ; the Fair Credit Reporting Act , 15 U . S . C . 1681 et seq . ; any other federal , state or local statutory laws relating to employment , discrimination in employment , termination of employment , wages , benefits or otherwise ; or any other federal , state or local constitution , statute , rule , or regulation , including , but not limited to , any ordinance addressing fair employment practices ; any claims for employment or reemployment by the Company Released Parties ; any common law claims , including but not limited to actions in tort , defamation and breach of contract ; any claim or damage arising out of Employees employment with or separation from the Company Released Parties ( including a claim for retaliation ) under any common law theory or any federal , state or local statute or ordinance not expressly referenced above ; and any and all claims for counsel fees , costs and interest .


The Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one share of the Companys ClassA common stock, par value $0.0001 per share (each, a Share), and one-third of one warrant as set forth in the Companys registration statement on FormS-1, filed with the Securities and Exchange Commission (the SEC), File Number 333-216409 (the Registration Statement), under the Securities Act of 1933 , as amended (the Securities Act);< br/>

The Company intends to consummate an initial public offering of the Companys units ( the Public Offering ) , each unit consisting of one share of the Companys ClassA common stock , par value $ 0 . 0001 per share ( each , a Share ) , and one - third of one warrant as set forth in the Companys registration statement on FormS - 1 , filed with the Securities and Exchange Commission ( the SEC ) , File Number 333 - 216409 ( the Registration Statement ) , under the Securities Act of 1933 , as amended ( the Securities Act ) ; & lt ; br / & gt ;


Good Reason shall mean, without Executives prior written consent, (i)a material diminution in Executives position or duties, authority or responsibilities including, without limitation, Executive ceasing to be an executive officer (as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended (the Exchange Act )) of a company with a class of securities registered under Section12(b)of the Exchange Act ; ( ii)the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Legal Officer and Corporate Secretary , (iii)a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15% and such reduction continues for no more than 12 months; (iv)Executives relocation to offices of the Company that are more than fifty (50) miles from the Companys offices in Yardley, Pennsylvania ; or (v)any action or inaction that constitutes a material breach of this Agreement by the Company. In order to invoke a termination for Good Reason, Executive must deliver a written notice of the grounds for such termination within thirty (30) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty (30) days to cure the circumstances. In order to terminate Executives employment, if at all, for Good Reason, Executive must terminate employment within sixty (60) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured.

Good Reason shall mean , without Executives prior written consent , ( i ) a material diminution in Executives position or duties , authority or responsibilities including , without limitation , Executive ceasing to be an executive officer ( as defined under Rule3b - 7 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) of a company with a class of securities registered under Section12 ( b ) of the Exchange Act ; ( ii ) the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Legal Officer and Corporate Secretary , ( iii ) a reduction by the Company in Executives then - current Base Salary or Executives then - current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15 % and such reduction continues for no more than 12 months ; ( iv ) Executives relocation to offices of the Company that are more than fifty ( 50 ) miles from the Companys offices in Yardley , Pennsylvania ; or ( v ) any action or inaction that constitutes a material breach of this Agreement by the Company . In order to invoke a termination for Good Reason , Executive must deliver a written notice of the grounds for such termination within thirty ( 30 ) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty ( 30 ) days to cure the circumstances . In order to terminate Executives employment , if at all , for Good Reason , Executive must terminate employment within sixty ( 60 ) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured .


WHEREAS, the Sellers are, collectively, the direct, or indirect through their subsidiaries and affiliated funds, holders of (x) $300,000,000 in aggregate principal amount of Loans (the 2015 Fairfax Loans) under and as defined in that certain Term Loan Credit Agreement dated as of October19, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the Fairfax Second Lien Credit Agreement) among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the Fairfax Administrative Agent, and Wilmington Trust , National Association, as collateral trustee, and/or (y) $382,753,719 in aggregate principal amount of Loans (the 2015 Exchange Loans, and together with the 2015 Fairfax Loans, the 2015 Term Loans) under and as defined in that certain Term Loan Credit Agreement dated as of October19, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the Exchange Second Lien Credit Agreement, and together with the Fairfax Second Lien Credit Agreement, the 2015 Second Lien Credit Agreements) among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the Exchange Administrative Agent and Wilmington Trust , National Association, as <sup> collateral trustee;

WHEREAS , the Sellers are , collectively , the direct , or indirect through their subsidiaries and affiliated funds , holders of ( x ) $ 300 , 000 , 000 in aggregate principal amount of Loans ( the 2015 Fairfax Loans ) under and as defined in that certain Term Loan Credit Agreement dated as of October19 , 2015 ( as amended , restated , supplemented or otherwise modified from time to time , the Fairfax Second Lien Credit Agreement ) among the Company , as borrower , certain subsidiaries of the Company , as guarantors , the Fairfax Administrative Agent , and Wilmington Trust , National Association , as collateral trustee , and / or ( y ) $ 382 , 753 , 719 in aggregate principal amount of Loans ( the 2015 Exchange Loans , and together with the 2015 Fairfax Loans , the 2015 Term Loans ) under and as defined in that certain Term Loan Credit Agreement dated as of October19 , 2015 ( as amended , restated , supplemented or otherwise modified from time to time , the Exchange Second Lien Credit Agreement , and together with the Fairfax Second Lien Credit Agreement , the 2015 Second Lien Credit Agreements ) among the Company , as borrower , certain subsidiaries of the Company , as guarantors , the Exchange Administrative Agent and Wilmington Trust , National Association , as < sup > collateral trustee ;


3.5 Stock Option. As soon as practicable following the Effective Date, CFO will be granted an option to purchase up to 1,191,695 shares of the Companys Common Stock (the Base Option) pursuant to the terms of the Companys 2006 Equity Incentive Plan, as amended from time to time (the Plan). The Base Option shall be subject to vesting such that, subject to CFO s continued employment with the Company, 1/4 of the shares subject to the Base Option shall vest as of the first anniversary of the Effective Date and l/48th of the shares subject to the Base Option shall vest in equal monthly installments on the monthly anniversary of the Effective Date of each month for the 36 months thereafter. The exercise price per share of the Base Option will be equal to the fair market value of a single share of Common Stock on the date the Base Option is granted, as determined in good faith by the Board. The Base Option will be governed by the Plan and shall be granted pursuant to a separate stock option grant notice and stock option agreement.

3 . 5 Stock Option . As soon as practicable following the Effective Date , CFO will be granted an option to purchase up to 1 , 191 , 695 shares of the Companys Common Stock ( the Base Option ) pursuant to the terms of the Companys 2006 Equity Incentive Plan , as amended from time to time ( the Plan ) . The Base Option shall be subject to vesting such that , subject to CFO s continued employment with the Company , 1 / 4 of the shares subject to the Base Option shall vest as of the first anniversary of the Effective Date and l / 48th of the shares subject to the Base Option shall vest in equal monthly installments on the monthly anniversary of the Effective Date of each month for the 36 months thereafter . The exercise price per share of the Base Option will be equal to the fair market value of a single share of Common Stock on the date the Base Option is granted , as determined in good faith by the Board . The Base Option will be governed by the Plan and shall be granted pursuant to a separate stock option grant notice and stock option agreement .


C. Pursuant and subject to the terms and conditions of this Agreement, Ninebell proposes to sell, and ACM proposes to purchase, a total of 20,000 Ninebell Ordinary Shares (the Shares) for US$1,200,000 , which Shares, together with 80,000 Ninebell Ordinary Shares held by Shareholder, will constitute all of the Ninebell Ordinary Shares outstanding immediately after such purchase.

C . Pursuant and subject to the terms and conditions of this Agreement , Ninebell proposes to sell , and ACM proposes to purchase , a total of 20 , 000 Ninebell Ordinary Shares ( the Shares ) for US $ 1 , 200 , 000 , which Shares , together with 80 , 000 Ninebell Ordinary Shares held by Shareholder , will constitute all of the Ninebell Ordinary Shares outstanding immediately after such purchase .


(a) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the Base Salary) of no less than $340,000 , payable in accordance with the Companys regular payroll practices. The Base Salary shall be reviewed periodically by the Compensation Committee of the Board (the Compensation Committee), and may be increased but not decreased.

( a ) Base Salary . During the Employment Period , the Executive shall receive an annual base salary ( the Base Salary ) of no less than $ 340 , 000 , payable in accordance with the Companys regular payroll practices . The Base Salary shall be reviewed periodically by the Compensation Committee of the Board ( the Compensation Committee ) , and may be increased but not decreased .


WHEREAS, Seller is the record owner and holder of 8,000,000 Common Shares, par value $.0001 par value (the Shares), of PRECISE ACQUISITION, INC., a Delaware corporation ("Corporation), which Corporation has 8,000,000 shares of restricted common stock issued and outstanding as of the date of this Agreement. The Corporation has filed an S-1 registration statement with the Securities and Exchange Commission with an effective date of June 29, 2017. The CIK No. is 0001701874 \. None of the Sellers shares are registered and therefore are restricted securities.

WHEREAS , Seller is the record owner and holder of 8 , 000 , 000 Common Shares , par value $ . 0001 par value ( the Shares ) , of PRECISE ACQUISITION , INC . , a Delaware corporation ( " Corporation ) , which Corporation has 8 , 000 , 000 shares of restricted common stock issued and outstanding as of the date of this Agreement . The Corporation has filed an S - 1 registration statement with the Securities and Exchange Commission with an effective date of June 29 , 2017 . The CIK No . is 0001701874 \ . None of the Sellers shares are registered and therefore are restricted securities .


1. Employment Period. The Company shall continue to employ Executive during the Employment Period and Executive shall continue to remain in the employ of the Company and to provide services during the Employment Period in accordance with the terms of this Agreement. The Employment Period shall be the period beginning on the Effective Date and ending on December 31, 2019 unless sooner terminated as provided herein. The Employment Period shall automatically be extended for one (1) additional year beginning on January 1, 2019 and on each January 1 thereafter unless either Party notifies the other Party, by written notice delivered no later than ninety (90) days prior to such January 1, that the Employment Period shall not be extended for an additional year. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two (2)-year period following the Change in Control and shall then terminate.

1 . Employment Period . The Company shall continue to employ Executive during the Employment Period and Executive shall continue to remain in the employ of the Company and to provide services during the Employment Period in accordance with the terms of this Agreement . The Employment Period shall be the period beginning on the Effective Date and ending on December 31 , 2019 unless sooner terminated as provided herein . The Employment Period shall automatically be extended for one ( 1 ) additional year beginning on January 1 , 2019 and on each January 1 thereafter unless either Party notifies the other Party , by written notice delivered no later than ninety ( 90 ) days prior to such January 1 , that the Employment Period shall not be extended for an additional year . Notwithstanding any provision of this Agreement to the contrary , if a Change in Control occurs during the Employment Period , this Agreement shall remain in effect for the two ( 2 ) - year period following the Change in Control and shall then terminate .


Good Reason shall mean, without Executives prior written consent, (i)a material diminution in Executives position or duties, authority or responsibilities including, without limitation, Executive ceasing to be an executive officer (as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended (the Exchange Act )) of a company with a class of securities registered under Section12(b)of the Exchange Act ; ( ii)the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Executive Officer , (iii)a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15% and such reduction continues for no more than 12 months; (iv)Executives relocation to offices of the Company that are more than fifty (50) miles from the Companys offices in Yardley, Pennsylvania; or (v)any action or inaction that constitutes a material breach of this Agreement by the Company. In order to invoke a termination for Good Reason, Executive must deliver a written notice of the grounds for such termination within thirty (30) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty (30) days to cure the circumstances. In order to terminate Executives employment, if at all, for Good Reason, Executive must terminate employment within sixty (60) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured.

Good Reason shall mean , without Executives prior written consent , ( i ) a material diminution in Executives position or duties , authority or responsibilities including , without limitation , Executive ceasing to be an executive officer ( as defined under Rule3b - 7 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) of a company with a class of securities registered under Section12 ( b ) of the Exchange Act ; ( ii ) the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Executive Officer , ( iii ) a reduction by the Company in Executives then - current Base Salary or Executives then - current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15 % and such reduction continues for no more than 12 months ; ( iv ) Executives relocation to offices of the Company that are more than fifty ( 50 ) miles from the Companys offices in Yardley , Pennsylvania ; or ( v ) any action or inaction that constitutes a material breach of this Agreement by the Company . In order to invoke a termination for Good Reason , Executive must deliver a written notice of the grounds for such termination within thirty ( 30 ) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty ( 30 ) days to cure the circumstances . In order to terminate Executives employment , if at all , for Good Reason , Executive must terminate employment within sixty ( 60 ) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured .


Executive acknowledges that statutes exist that render null and void releases and waivers of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or waiving party at the time of execution of the release and waiver. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Iowa .

Executive acknowledges that statutes exist that render null and void releases and waivers of any claims , rights , demands , liabilities , actions , and causes of action that are unknown to the releasing or waiving party at the time of execution of the release and waiver . Executive waives , surrenders , and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction , including the State of Iowa .


1.1. Term. The initial term of the Executives employment under this Employment Agreement will commence on May28, 2016 (the Effective Date) and end on the third anniversary of the Effective Date (the Initial Employment Period), unless terminated earlier pursuant to Section3 hereof; Provided, however, that the Employment Period will automatically be extended for a one- year period on the third anniversary of the Effective Date (and on each anniversary of the Effective Date thereafter) (the Renewal Period), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (the Initial Employment Period and each subsequent Renewal Period, if any, shall constitute the Employment Period, unless terminated earlier pursuant to Section3 of this Employment Agreement).

1 . 1 . Term . The initial term of the Executives employment under this Employment Agreement will commence on May28 , 2016 ( the Effective Date ) and end on the third anniversary of the Effective Date ( the Initial Employment Period ) , unless terminated earlier pursuant to Section3 hereof ; Provided , however , that the Employment Period will automatically be extended for a one - year period on the third anniversary of the Effective Date ( and on each anniversary of the Effective Date thereafter ) ( the Renewal Period ) , unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then - current Employment Period of his or its intention not to further extend the Employment Period ( the Initial Employment Period and each subsequent Renewal Period , if any , shall constitute the Employment Period , unless terminated earlier pursuant to Section3 of this Employment Agreement ) .


/s/ Roger A. Pillsbury Name: Roger A. Pillsbury Title: Managing Director 70 West Madison Street Chicago, IL 60602 Attention: Patrice Nwaiwu Telephone: (312) 564-1887 FAX: (312) 564-1794 743 N. Water Street Milwaukee, WI 53202 Attention: Roger A. Pillsbury Telephone: (414) 291-7165 FAX: (414) 291-7171 [Signature Page to Forbearance Agreement and Second Amendment to

/ s / Roger A . Pillsbury Name : Roger A . Pillsbury Title : Managing Director 70 West Madison Street Chicago , IL 60602 Attention : Patrice Nwaiwu Telephone : ( 312 ) 564 - 1887 FAX : ( 312 ) 564 - 1794 743 N . Water Street Milwaukee , WI 53202 Attention : Roger A . Pillsbury Telephone : ( 414 ) 291 - 7165 FAX : ( 414 ) 291 - 7171 [ Signature Page to Forbearance Agreement and Second Amendment to


Consistent with Section 12(d) of the Employment Agreement dated October 16, 2017 , (the Employment Agreement) between me and Townsquare Media, Inc. (together with its current and former subsidiaries and affiliated entities, and their respective current and former predecessors, successors, assigns, representatives, affiliates and agents, the Company) and in consideration for and as a condition of my receipt of certain payments and benefits set forth in the Employment Agreement, as applicable, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, hereby release and forever discharge, and by this instrument release and forever discharge Company, and its parents, subsidiaries, and related entities, and its and their respective current and former predecessors, successors, parents, subsidiaries, assigns, representatives, agents, attorneys, contractors, shareholders, officers, directors and employees, both individually and in their official capacities (collectively, the Company Parties), from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, in law or in equity, which I ever had, now have, or which may arise in the future regarding any matter arising on or before the date of my execution of this Agreement, including but not limited to all claims (whether known or unknown, suspected or unsuspected) regarding my employment at or termination of employment from the Company, any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys' fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, handicap, disability, or retaliation, including any claim, asserted or unasserted, to the maximum extent permitted by law, which could arise under Title VII of the Civil Rights Act ; the Equal Pay Act ; the Age Discrimination in Employment Act ; the Older Workers Benefit Protection Act ; the Americans With Disabilities Act ; the Civil Rights Act , 42 U.S.C. 1981 ; the Employee Retirement Income Security Act ; the Family and Medical Leave Act ; the Civil Rights Act ; the Worker Adjustment and Retraining Notification Act ; the Fair Credit Reporting Act ; the Immigration Reform and Control Act ; the Corporate and Criminal Fraud Accountability Act , 18 U.S.C. 1514A , also known as the Sarbanes Oxley Act ; all applicable Connecticut state laws; and any other federal, state or local laws, rules, regulations or ordinances, whether equal employment opportunity laws, rules, regulations or ordinances or otherwise, or, subject to applicable law, any right under any Company pension or welfare plans; provided, however, that I am not releasing any claims for indemnification, claims arising from my ownership of equity interests in the Company, claims for benefits and reimbursements in accordance with the terms of the Companys benefit plans and arrangements, or claims arising from obligations pursuant to the Employment Agreement that survive my separation from employment, or claims that may not be released as a matter of law, including any whistleblower claim to any governmental regulatory authority (collectively, the Excluded Claims).

Consistent with Section 12 ( d ) of the Employment Agreement dated October 16 , 2017 , ( the Employment Agreement ) between me and Townsquare Media , Inc . ( together with its current and former subsidiaries and affiliated entities , and their respective current and former predecessors , successors , assigns , representatives , affiliates and agents , the Company ) and in consideration for and as a condition of my receipt of certain payments and benefits set forth in the Employment Agreement , as applicable , I , for myself , my attorneys , heirs , executors , administrators , successors , and assigns , hereby release and forever discharge , and by this instrument release and forever discharge Company , and its parents , subsidiaries , and related entities , and its and their respective current and former predecessors , successors , parents , subsidiaries , assigns , representatives , agents , attorneys , contractors , shareholders , officers , directors and employees , both individually and in their official capacities ( collectively , the Company Parties ) , from all debts , obligations , promises , covenants , agreements , contracts , endorsements , bonds , controversies , suits , actions , causes of action , judgments , damages , expenses , claims or demands , in law or in equity , which I ever had , now have , or which may arise in the future regarding any matter arising on or before the date of my execution of this Agreement , including but not limited to all claims ( whether known or unknown , suspected or unsuspected ) regarding my employment at or termination of employment from the Company , any contract ( express or implied ) , any claim for equitable relief or recovery of punitive , compensatory , or other damages or monies , attorneys ' fees , any tort , and all claims for alleged discrimination based upon age , race , color , sex , sexual orientation , marital status , religion , national origin , handicap , disability , or retaliation , including any claim , asserted or unasserted , to the maximum extent permitted by law , which could arise under Title VII of the Civil Rights Act ; the Equal Pay Act ; the Age Discrimination in Employment Act ; the Older Workers Benefit Protection Act ; the Americans With Disabilities Act ; the Civil Rights Act , 42 U . S . C . 1981 ; the Employee Retirement Income Security Act ; the Family and Medical Leave Act ; the Civil Rights Act ; the Worker Adjustment and Retraining Notification Act ; the Fair Credit Reporting Act ; the Immigration Reform and Control Act ; the Corporate and Criminal Fraud Accountability Act , 18 U . S . C . 1514A , also known as the Sarbanes Oxley Act ; all applicable Connecticut state laws ; and any other federal , state or local laws , rules , regulations or ordinances , whether equal employment opportunity laws , rules , regulations or ordinances or otherwise , or , subject to applicable law , any right under any Company pension or welfare plans ; provided , however , that I am not releasing any claims for indemnification , claims arising from my ownership of equity interests in the Company , claims for benefits and reimbursements in accordance with the terms of the Companys benefit plans and arrangements , or claims arising from obligations pursuant to the Employment Agreement that survive my separation from employment , or claims that may not be released as a matter of law , including any whistleblower claim to any governmental regulatory authority ( collectively , the Excluded Claims ) .


WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933 , as amended (the Securities Act or 1933 Act), and Rule 506 promulgated thereunder by the United States Securities and Exchange Commission (the SEC), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company a 12% Convertible Note of the Company, in the form attached hereto as Exhibit A, in the principal amount of $75,000.00 (together with any note(s) issued in replacement thereof or as interest thereon or otherwise with respect thereto in accordance with the terms thereof, the Note), convertible into shares (Conversion Shares) of common stock, $0.001 par value per share (the Common Stock), of the Company, upon the terms and subject to the limitations and conditions set forth in such Note.

WHEREAS , subject to the terms and conditions set forth in this Agreement and pursuant to Section 4 ( 2 ) of the Securities Act of 1933 , as amended ( the Securities Act or 1933 Act ) , and Rule 506 promulgated thereunder by the United States Securities and Exchange Commission ( the SEC ) , the Company desires to issue and sell to the Purchaser , and the Purchaser desires to purchase from the Company a 12 % Convertible Note of the Company , in the form attached hereto as Exhibit A , in the principal amount of $ 75 , 000 . 00 ( together with any note ( s ) issued in replacement thereof or as interest thereon or otherwise with respect thereto in accordance with the terms thereof , the Note ) , convertible into shares ( Conversion Shares ) of common stock , $ 0 . 001 par value per share ( the Common Stock ) , of the Company , upon the terms and subject to the limitations and conditions set forth in such Note .


(ii) a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Companys similarly situated executives, but in no event later than two-and-a- half ( 2 1/2 ) months following the end of the year in which the Termination Date occurs.

( ii ) a lump sum payment equal to the Pro - Rata Bonus / Annual Bonus , if any , that the Executive would have earned for the year in which the Termination Date occurs based on the achievement of applicable performance goals for such year , which shall be payable on the date that annual bonuses are paid to the Companys similarly situated executives , but in no event later than two - and - a - half ( 2 1 / 2 ) months following the end of the year in which the Termination Date occurs .


Asset Disposition means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Ownership Interests) by any Loan Party (or the granting of any option or other right to do any of the foregoing), and any issuance of Ownership Interests by either Borrower to any Person or by any Subsidiary of either Borrower to any Person that is not a Borrower or any Whollyowned Subsidiary thereof. The term Asset Disposition shall not include (a) the sale of inventory or any other goods or property in the ordinary course of business, (b) any other transaction permitted pursuant to Section 7.5, (c) the writeoff, discount, sale or other disposition of receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge Agreement, (e) the disposition of Investments in cash or Cash Equivalents, (f) the transfer by any Loan Party of its assets to either Borrower or any other Loan Party, (g) the sale, transfer or other disposition of Property held in the TMSA Account, and (h) any sale, transfer or disposition of property for Net Cash Proceeds which, when taken collectively with the Net Cash Proceeds of any other such sale, transfer or disposition of property that were consummated (x) since the beginning of the calendar year in which such sale, transfer or disposition is consummated, do not exceed $1,000,000 and (y) on or after the Closing Date, do not exceed $2,500,000 .

Asset Disposition means the sale , transfer , license , lease or other disposition of any Property ( including any disposition of Ownership Interests ) by any Loan Party ( or the granting of any option or other right to do any of the foregoing ) , and any issuance of Ownership Interests by either Borrower to any Person or by any Subsidiary of either Borrower to any Person that is not a Borrower or any Whollyowned Subsidiary thereof . The term Asset Disposition shall not include ( a ) the sale of inventory or any other goods or property in the ordinary course of business , ( b ) any other transaction permitted pursuant to Section 7 . 5 , ( c ) the writeoff , discount , sale or other disposition of receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction , ( d ) the disposition of any Hedge Agreement , ( e ) the disposition of Investments in cash or Cash Equivalents , ( f ) the transfer by any Loan Party of its assets to either Borrower or any other Loan Party , ( g ) the sale , transfer or other disposition of Property held in the TMSA Account , and ( h ) any sale , transfer or disposition of property for Net Cash Proceeds which , when taken collectively with the Net Cash Proceeds of any other such sale , transfer or disposition of property that were consummated ( x ) since the beginning of the calendar year in which such sale , transfer or disposition is consummated , do not exceed $ 1 , 000 , 000 and ( y ) on or after the Closing Date , do not exceed $ 2 , 500 , 000 .


This SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of March 14, 2017 , by and between PositiveID Corp , a Delaware corporation, with headquarters located at 1690 South Congress Avenue , Suite 201 , Delray Beach 33445 <sup> , (the Company), and UNION CAPITAL, LLC , a New York limited liability company, with its address at 525 Norton Parkway, New Haven, CT <sup> 06511 (the Buyer).

This SECURITIES PURCHASE AGREEMENT ( the Agreement ) , dated as of March 14 , 2017 , by and between PositiveID Corp , a Delaware corporation , with headquarters located at 1690 South Congress Avenue , Suite 201 , Delray Beach 33445 < sup > , ( the Company ) , and UNION CAPITAL , LLC , a New York limited liability company , with its address at 525 Norton Parkway , New Haven , CT < sup > 06511 ( the Buyer ) .


Registration Statement means the effective registration statement with Commission File No. 333-203679 which registers the sale of the Shares to the Purchasers.

Registration Statement means the effective registration statement with Commission File No . 333 - 203679 which registers the sale of the Shares to the Purchasers .


The term of the employment agreement shall be for an initial term of twenty- four (24) months . (the Term). On each anniversary date hereof following the Term, this Agreement shall automatically renew for an additional Term of one (1) year , unless the Company has notified the Employee in writing in accordance with this Section 5. below. Upon termination for any reason, Employee shall concurrently resign as an officer of the company.

The term of the employment agreement shall be for an initial term of twenty - four ( 24 ) months . ( the Term ) . On each anniversary date hereof following the Term , this Agreement shall automatically renew for an additional Term of one ( 1 ) year , unless the Company has notified the Employee in writing in accordance with this Section 5 . below . Upon termination for any reason , Employee shall concurrently resign as an officer of the company .


THIS CONSULTANT AGREEMENT (Agreement) entered into effective April 23, 2017 , between Rocky Mountain High Brands , Inc. (hereinafter RMHB or Company) and Gerry David (hereinafter the "Consultant").

THIS CONSULTANT AGREEMENT ( Agreement ) entered into effective April 23 , 2017 , between Rocky Mountain High Brands , Inc . ( hereinafter RMHB or Company ) and Gerry David ( hereinafter the " Consultant " ) .


Excluded Property means (a) any feeowned real property with a fair market value of less than $2,000,000, unless requested by the Administrative Agent; (b)(i) the Excluded Leased Property and (ii) any other leased real property with a fair market value of less than $1,000,000 , unless requested by the Administrative Agent; (c) any goods securing purchase money indebtedness or Capitalized Lease Obligations if the granting of a Lien to any third party is prohibited by the agreement(s) setting forth the terms and conditions applicable to such Indebtedness, but only if such Indebtedness and the Liens securing the same are permitted by Sections 7.1(d) and 7.2(h) of the Credit Agreement; provided that if and when the prohibition which prevents the granting of a Lien in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the Indebtedness secured thereby), and notwithstanding any previous release of Lien provided by the Administrative Agent requested in connection with respect to any such Indebtedness, the Excluded Property will no longer include such Property and the Administrative Agent will be deemed to have, and at all times to have had, a security interest in such property and the Collateral will be deemed to include, and at all times to have included, such Property without further action or notice by any Person; (d) any permit or license issued to any Loan Party as the permit holder or licensee thereof or any lease to which any Loan Party is lessee thereof, in each case only to the extent and for so long as the terms of such permit, license, or lease effectively (after giving effect to Sections 9406 through 9409, inclusive, of the Uniform Commercial Code in the applicable state (or any successor provision or provisions) or any other applicable Legal Requirements) prohibit the creation by such Loan Party of a security interest in such permit, license, or lease in favor of the Administrative Agent or would result in an effective invalidation, termination or breach of the terms of any such permit, license or lease (after giving effect to Sections 9406 through 9409, inclusive, of the Uniform Commercial Code in the applicable state (or any successor provision or provisions) or any other applicable Legal Requirements), in each case unless and until any required consents are obtained; provided that the Excluded Property will not include, and the Collateral shall include and the security interest granted in the Collateral shall attach to, (x) all proceeds, substitutions or replacements of any such excluded items referred to herein unless such proceeds, substitutions or replacements would constitute excluded items hereunder, (y) all rights to payment due or to become due under any such excluded items referred to herein, and (z) if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated, or otherwise becomes unenforceable as a matter of law, the Administrative Agent will be deemed to have, and at all times to have had, a security interest in such property, and the Collateral will be deemed to include, and at all times to have included, such Property without further action or notice by any Person; (e) Ownership Interests of any Foreign Subsidiary which, if granted, would have material adverse tax consequences for a Borrower or result in a violation of applicable Legal Requirements, unless requested by the Administrative Agent after the occurrence and during the continuation of an Event of Default; provided that Excluded Property shall not include, and the Collateral shall include, (x) nonvoting Ownership Interests of a First Tier Foreign Subsidiary owned by any Loan Party and (y) voting Ownership Interests of a First Tier Foreign Subsidiary owned by any Loan Party representing not more than sixty-five percent (65%) of the total voting power of all outstanding Ownership Interests of such Foreign Subsidiary, with Ownership Interests of such Foreign Subsidiary constituting stock entitled to vote within the meaning of Treasury regulation section 1.9562(c)(2) being treated as voting equity interests of such Foreign Subsidiary for purposes of this clause (e); and (f) Excluded Deposit Accounts.

Excluded Property means ( a ) any feeowned real property with a fair market value of less than $ 2 , 000 , 000 , unless requested by the Administrative Agent ; ( b ) ( i ) the Excluded Leased Property and ( ii ) any other leased real property with a fair market value of less than $ 1 , 000 , 000 , unless requested by the Administrative Agent ; ( c ) any goods securing purchase money indebtedness or Capitalized Lease Obligations if the granting of a Lien to any third party is prohibited by the agreement ( s ) setting forth the terms and conditions applicable to such Indebtedness , but only if such Indebtedness and the Liens securing the same are permitted by Sections 7 . 1 ( d ) and 7 . 2 ( h ) of the Credit Agreement ; provided that if and when the prohibition which prevents the granting of a Lien in any such Property is removed , terminated or otherwise becomes unenforceable as a matter of law ( including , without limitation , the termination of any such security interest resulting from the satisfaction of the Indebtedness secured thereby ) , and notwithstanding any previous release of Lien provided by the Administrative Agent requested in connection with respect to any such Indebtedness , the Excluded Property will no longer include such Property and the Administrative Agent will be deemed to have , and at all times to have had , a security interest in such property and the Collateral will be deemed to include , and at all times to have included , such Property without further action or notice by any Person ; ( d ) any permit or license issued to any Loan Party as the permit holder or licensee thereof or any lease to which any Loan Party is lessee thereof , in each case only to the extent and for so long as the terms of such permit , license , or lease effectively ( after giving effect to Sections 9406 through 9409 , inclusive , of the Uniform Commercial Code in the applicable state ( or any successor provision or provisions ) or any other applicable Legal Requirements ) prohibit the creation by such Loan Party of a security interest in such permit , license , or lease in favor of the Administrative Agent or would result in an effective invalidation , termination or breach of the terms of any such permit , license or lease ( after giving effect to Sections 9406 through 9409 , inclusive , of the Uniform Commercial Code in the applicable state ( or any successor provision or provisions ) or any other applicable Legal Requirements ) , in each case unless and until any required consents are obtained ; provided that the Excluded Property will not include , and the Collateral shall include and the security interest granted in the Collateral shall attach to , ( x ) all proceeds , substitutions or replacements of any such excluded items referred to herein unless such proceeds , substitutions or replacements would constitute excluded items hereunder , ( y ) all rights to payment due or to become due under any such excluded items referred to herein , and ( z ) if and when the prohibition which prevents the granting of a security interest in any such Property is removed , terminated , or otherwise becomes unenforceable as a matter of law , the Administrative Agent will be deemed to have , and at all times to have had , a security interest in such property , and the Collateral will be deemed to include , and at all times to have included , such Property without further action or notice by any Person ; ( e ) Ownership Interests of any Foreign Subsidiary which , if granted , would have material adverse tax consequences for a Borrower or result in a violation of applicable Legal Requirements , unless requested by the Administrative Agent after the occurrence and during the continuation of an Event of Default ; provided that Excluded Property shall not include , and the Collateral shall include , ( x ) nonvoting Ownership Interests of a First Tier Foreign Subsidiary owned by any Loan Party and ( y ) voting Ownership Interests of a First Tier Foreign Subsidiary owned by any Loan Party representing not more than sixty - five percent ( 65 % ) of the total voting power of all outstanding Ownership Interests of such Foreign Subsidiary , with Ownership Interests of such Foreign Subsidiary constituting stock entitled to vote within the meaning of Treasury regulation section 1 . 9562 ( c ) ( 2 ) being treated as voting equity interests of such Foreign Subsidiary for purposes of this clause ( e ) ; and ( f ) Excluded Deposit Accounts .


(f)Change of Control. Upon the occurrence of a Change of Control, the Company shall pay or provide to the Executive (or, following his death, to the Executives heirs, administrators or executors) an amount equal to four (4) times the Separation Payment amount set forth in Section 6(b) hereof, without regard to whether Executive continues in the employ of the Company or its successor. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions. For purposes of this Agreement, Change of Control shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 , as amended) of 50.1% or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii)a sale of all or substantially all of the assets of the Company or (iii) in the sole and absolute discretion of the Executive, during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of Common Stock or securities convertible, exercisable or exchangeable into Common Stock directly from the Company or from any affiliate of the Company, (B) any acquisition of Common Stock or securities convertible, exercisable or exchangeable into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company, or (C) any acquisitions of Common Stock or securities convertible, exercisable or exchangeable into Common Stock directly from the Company by, or a merger, consolidation, sale of assets or reorganization with, Philou Ventures or Ault & Co., or any of its affiliates. For purposes of a Change of Control, sale, or disposition of any asset or business unit, Executive shall be entitled to a success fee and the foregoing definition of Change of Control shall apply to the described events as they relate to such asset or business unit.

( f ) Change of Control . Upon the occurrence of a Change of Control , the Company shall pay or provide to the Executive ( or , following his death , to the Executives heirs , administrators or executors ) an amount equal to four ( 4 ) times the Separation Payment amount set forth in Section 6 ( b ) hereof , without regard to whether Executive continues in the employ of the Company or its successor . The Company shall deduct , from all payments made hereunder , all applicable taxes , including income tax , FICA and FUTA , and other appropriate deductions . For purposes of this Agreement , Change of Control shall mean the occurrence of any one or more of the following : ( i ) the accumulation ( if over time , in any consecutive twelve ( 12 ) month period ) , whether directly , indirectly , beneficially or of record , by any individual , entity or group ( within the meaning of Section 13 ( d ) ( 3 ) or 14 ( d ) ( 2 ) of the Securities Exchange Act of 1934 , as amended ) of 50 . 1 % or more of the shares of the outstanding Common Stock of the Company , whether by merger , consolidation , sale or other transfer of shares of Common Stock ( other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation ) , ( ii ) a sale of all or substantially all of the assets of the Company or ( iii ) in the sole and absolute discretion of the Executive , during any period of twelve ( 12 ) consecutive months , the individuals who , at the beginning of such period , constitute the Board , and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two - thirds ( 2 / 3 ) of the directors then still in office who either were directors at the beginning of the 12 - month period or whose election or nomination for election was previously so approved , cease for any reason to constitute at least a majority of the Board ; provided , however , that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement : ( A ) any acquisitions of Common Stock or securities convertible , exercisable or exchangeable into Common Stock directly from the Company or from any affiliate of the Company , ( B ) any acquisition of Common Stock or securities convertible , exercisable or exchangeable into Common Stock by any employee benefit plan ( or related trust ) sponsored by or maintained by the Company , or ( C ) any acquisitions of Common Stock or securities convertible , exercisable or exchangeable into Common Stock directly from the Company by , or a merger , consolidation , sale of assets or reorganization with , Philou Ventures or Ault & amp ; Co . , or any of its affiliates . For purposes of a Change of Control , sale , or disposition of any asset or business unit , Executive shall be entitled to a success fee and the foregoing definition of Change of Control shall apply to the described events as they relate to such asset or business unit .


(iii) If and only if the Purchase Price per ClassA Share is equal to $10.50 , then the Purchase Price payable by the Purchaser pursuant to this Agreement shall be paid as follows: (A) $8,750,000 by the Purchaser and (B)$7 by Wang, on behalf of the Purchaser, provided that the Purchaser shall have no obligation to pay or reimburse Wang for such amount.

( iii ) If and only if the Purchase Price per ClassA Share is equal to $ 10 . 50 , then the Purchase Price payable by the Purchaser pursuant to this Agreement shall be paid as follows : ( A ) $ 8 , 750 , 000 by the Purchaser and ( B ) $ 7 by Wang , on behalf of the Purchaser , provided that the Purchaser shall have no obligation to pay or reimburse Wang for such amount .


This EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of the 6th day of October 2017 (Effective Date), by and between Digital Power Corporation , a California corporation with an address of 48430 Lakeview Blvd, Fremont, CA 94538-3158 (Company) and William Horne , an individual residing at [] (Executive).

This EXECUTIVE EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into as of the 6th day of October 2017 ( Effective Date ) , by and between Digital Power Corporation , a California corporation with an address of 48430 Lakeview Blvd , Fremont , CA 94538 - 3158 ( Company ) and William Horne , an individual residing at [ ] ( Executive ) .


3.1 Base Salary. The Company shall pay CFO a base salary at the annualized rate of $365,000 (the Base Salary), less payroll deductions and all required withholdings, payable in regular periodic installments in accordance with the Companys normal payroll practices. The Base Salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year.

3 . 1 Base Salary . The Company shall pay CFO a base salary at the annualized rate of $ 365 , 000 ( the Base Salary ) , less payroll deductions and all required withholdings , payable in regular periodic installments in accordance with the Companys normal payroll practices . The Base Salary shall be prorated for any partial year of employment on the basis of a 365 - day fiscal year .


(a) Equity Award. The Consultant will be entitled to an annual consulting fee of $50,000 in stock (and to potentially also include stock options) during the Term, payable on the last day of each calendar year and pro rated for each partial month or year. In addition, the Consultant may be eligible for an annual discretionary bonus based on performance and entirely at the discretion of Board of Directors.

( a ) Equity Award . The Consultant will be entitled to an annual consulting fee of $ 50 , 000 in stock ( and to potentially also include stock options ) during the Term , payable on the last day of each calendar year and pro rated for each partial month or year . In addition , the Consultant may be eligible for an annual discretionary bonus based on performance and entirely at the discretion of Board of Directors .


2.3Capitalization. The authorized capital stock of the Company, as of October 2, 2017, consisted of 50,000,000 shares of Common Stock, $1.00 par value per share, of which 6,932,570 shares were issued and outstanding and 5,000,000 shares of Preferred Stock, no par value per share, none of which is outstanding. All of the issued and outstanding shares of Common Stock have been duly authorized, validly issued, fully paid, and nonassessable and have been issued and sold in compliance in all material respects with all federal and state securities laws. None of the outstanding shares of Common Stock was issued and sold in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its Subsidiaries other than those described in the SEC Documents. The descriptions of the Companys equity incentive plans, and the equity awards granted thereunder, set forth in the SEC Documents accurately and fairly present in all material respects the information required to be shown with respect to such plans and awards. The Companys Amended and Restated Articles of Incorporation, as amended (the Articles of Incorporation), as in effect on the date hereof, and the Companys Amended and Restated Bylaws (the Bylaws) as in effect on the date hereof, are each filed as exhibits to the SEC Documents and no amendment or modification of either the Articles of Incorporation or the Bylaws, each as in effect on the date hereof, has been approved by, or has been presented to, the shareholders or the Board of Directors of the Company. There are no securities or instruments issued by or to which the Company is a party containing anti- dilution or similar provisions that will be triggered by the issuance of the Shares.

2 . 3Capitalization . The authorized capital stock of the Company , as of October 2 , 2017 , consisted of 50 , 000 , 000 shares of Common Stock , $ 1 . 00 par value per share , of which 6 , 932 , 570 shares were issued and outstanding and 5 , 000 , 000 shares of Preferred Stock , no par value per share , none of which is outstanding . All of the issued and outstanding shares of Common Stock have been duly authorized , validly issued , fully paid , and nonassessable and have been issued and sold in compliance in all material respects with all federal and state securities laws . None of the outstanding shares of Common Stock was issued and sold in violation of any preemptive rights , rights of first refusal or other similar rights to subscribe for or purchase securities of the Company . There are no authorized or outstanding options , warrants , preemptive rights , rights of first refusal or other rights to purchase , or equity or debt securities convertible into or exchangeable or exercisable for , any capital stock of the Company or any of its Subsidiaries other than those described in the SEC Documents . The descriptions of the Companys equity incentive plans , and the equity awards granted thereunder , set forth in the SEC Documents accurately and fairly present in all material respects the information required to be shown with respect to such plans and awards . The Companys Amended and Restated Articles of Incorporation , as amended ( the Articles of Incorporation ) , as in effect on the date hereof , and the Companys Amended and Restated Bylaws ( the Bylaws ) as in effect on the date hereof , are each filed as exhibits to the SEC Documents and no amendment or modification of either the Articles of Incorporation or the Bylaws , each as in effect on the date hereof , has been approved by , or has been presented to , the shareholders or the Board of Directors of the Company . There are no securities or instruments issued by or to which the Company is a party containing anti - dilution or similar provisions that will be triggered by the issuance of the Shares .


(g) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Pennsylvania applicable to contracts executed in and to be performed entirely within such State, without giving effect to the conflict of law principles thereof.

( g ) Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Pennsylvania applicable to contracts executed in and to be performed entirely within such State , without giving effect to the conflict of law principles thereof .


Section 10\. Form and Delivery of Communications. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt or (d) sent by email or facsimile transmission, with receipt of oral confirmation that such transmission has been received. Notice to the Company shall be directed to National Vision Holdings, Inc. , Attention: General Counsel, email: mitchell.goodman@nationalvision.com, facsimile: (770)-822-2029 , confirmation number: (770)-822-4208 . Notice to Indemnitee shall be directed to _______________________________________________________________________ _____________________________________________________________, email: [XXX@XXX.com], facsimile: [(XXX)-XXX-XXXX], confirmation number: [(XXX)-XXX- XXXX]].


THIS AGREEMENT, made effective as of March 1, 2015 , is between KLONDEX GOLD & SILVER MINING COMPANY, a corporation duly organized under the laws of Nevada with offices at 360 Western Road, Suite 1, Reno, Nevada 89506 ("Klondex G&S" or the "Company") and Brian Morris , residing at [REDACTED], (the "Employee"). This Agreement replaces and supersedes the employment agreement between Employee, Klondex G&S and Klondex Mines Ltd. ("Klondex Mines"), a corporation duly organized and existing under the laws of British Columbia, dated effective as of December 18, 2014.

THIS AGREEMENT , made effective as of March 1 , 2015 , is between KLONDEX GOLD & amp ; SILVER MINING COMPANY , a corporation duly organized under the laws of Nevada with offices at 360 Western Road , Suite 1 , Reno , Nevada 89506 ( " Klondex G & amp ; S " or the " Company " ) and Brian Morris , residing at [ REDACTED ] , ( the " Employee " ) . This Agreement replaces and supersedes the employment agreement between Employee , Klondex G & amp ; S and Klondex Mines Ltd . ( " Klondex Mines " ) , a corporation duly organized and existing under the laws of British Columbia , dated effective as of December 18 , 2014 .


1\. Employment; Term. Subject to the terms and conditions of this Agreement, the Company employs Executive, and Executive accepts such employment, commencing on November 1, 2017 (the Start Date), and continuing in effect for an initial term of three (3) years . Following the initial period, this Agreement will be renewed for successive one (1) year periods, unless and until terminated as provided below (such period, as renewed, the Term). Notwithstanding the foregoing, this Agreement may be terminated by either party in accordance with Section 5.

1 \ . Employment ; Term . Subject to the terms and conditions of this Agreement , the Company employs Executive , and Executive accepts such employment , commencing on November 1 , 2017 ( the Start Date ) , and continuing in effect for an initial term of three ( 3 ) years . Following the initial period , this Agreement will be renewed for successive one ( 1 ) year periods , unless and until terminated as provided below ( such period , as renewed , the Term ) . Notwithstanding the foregoing , this Agreement may be terminated by either party in accordance with Section 5 .


3. DUTIES AND TITLE. Employees title shall be that of Vice President of Washington Operations. Employee shall have management responsibility for all of the day to day operations of Employer in the State of Washington including acting as the Chief Operating Officer of the Employers mini-casinos. Employee shall report to the Chief Executive Officer of the Company. Employee shall perform his duties to the best of his abilities and shall devote substantially all of his working time to such duties.

3 . DUTIES AND TITLE . Employees title shall be that of Vice President of Washington Operations . Employee shall have management responsibility for all of the day to day operations of Employer in the State of Washington including acting as the Chief Operating Officer of the Employers mini - casinos . Employee shall report to the Chief Executive Officer of the Company . Employee shall perform his duties to the best of his abilities and shall devote substantially all of his working time to such duties .


1.1 Term. As of the Effective Date, Executive agrees to continue employment with the Company pursuant to the terms of this Agreement. This Agreement shall have an initial term beginning on the Effective Date and expiring on December 31, 2019 (the Initial Employment Term). On the last day of the Initial Employment Term, this Agreement will renew automatically for additional, successive one year terms (each, a Renewal Term) unless one Party provides the other Party with written notice of non-renewal at least 30 days prior to the date of automatic renewal, in which case this Agreement will expire at the end of the Initial Employment Term or Renewal Term, as applicable (the Initial Employment Term and any successive Renewal Terms during which this Agreement remains in effect, collectively, the Term). Non-renewal at the end of the Initial Employment Term or a Renewal Term shall constitute neither a termination without Cause (as defined below) nor a resignation for Good Reason (as defined below) under this Agreement. In the event that a Change in Control (as defined below) occurs during the Term, the Term automatically will be extended for a period of 12 months following the Change in Control. In addition, to the extent that a definitive agreement for a transaction that, if consummated, would result in a Change in Control has been signed, the Company may not give a Notice of Non-Renewal until after the Change in Control has occurred or such definitive agreement has been terminated in accordance with its terms. Upon the termination of Executives employment with the Company, Executive will resign from all directorships, offices, and other positions that Executive may hold in the Company and all of its affiliates, unless otherwise agreed to by the Company.

1 . 1 Term . As of the Effective Date , Executive agrees to continue employment with the Company pursuant to the terms of this Agreement . This Agreement shall have an initial term beginning on the Effective Date and expiring on December 31 , 2019 ( the Initial Employment Term ) . On the last day of the Initial Employment Term , this Agreement will renew automatically for additional , successive one year terms ( each , a Renewal Term ) unless one Party provides the other Party with written notice of non - renewal at least 30 days prior to the date of automatic renewal , in which case this Agreement will expire at the end of the Initial Employment Term or Renewal Term , as applicable ( the Initial Employment Term and any successive Renewal Terms during which this Agreement remains in effect , collectively , the Term ) . Non - renewal at the end of the Initial Employment Term or a Renewal Term shall constitute neither a termination without Cause ( as defined below ) nor a resignation for Good Reason ( as defined below ) under this Agreement . In the event that a Change in Control ( as defined below ) occurs during the Term , the Term automatically will be extended for a period of 12 months following the Change in Control . In addition , to the extent that a definitive agreement for a transaction that , if consummated , would result in a Change in Control has been signed , the Company may not give a Notice of Non - Renewal until after the Change in Control has occurred or such definitive agreement has been terminated in accordance with its terms . Upon the termination of Executives employment with the Company , Executive will resign from all directorships , offices , and other positions that Executive may hold in the Company and all of its affiliates , unless otherwise agreed to by the Company .


(i) Initial Stock Purchase. Within three (3) business days of the Effective Date, Executive will purchase from the Company and the Company will sell to Executive 400,000 shares of the Companys common stock. The purchase price for such shares will be $0.55 per share. The sale described in this sentence is conditioned upon the Companys receipt of a waiver in form acceptable to the Company executed by Knight Therapeutics (Barbados) Inc. confirming that the sale described in this subsection will not be used for purposes of any calculation under Section 4.8 of the Loan Agreement.

( i ) Initial Stock Purchase . Within three ( 3 ) business days of the Effective Date , Executive will purchase from the Company and the Company will sell to Executive 400 , 000 shares of the Companys common stock . The purchase price for such shares will be $ 0 . 55 per share . The sale described in this sentence is conditioned upon the Companys receipt of a waiver in form acceptable to the Company executed by Knight Therapeutics ( Barbados ) Inc . confirming that the sale described in this subsection will not be used for purposes of any calculation under Section 4 . 8 of the Loan Agreement .


THIS LOAN AGREEMENT , dated as of March 6, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), among BARCLAYS BANK PLC , having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors and/or assigns, Lender), and ARC NYC123WILLIAM, LLC , having its principal place of business at 106 York Road, Jenkintown, Pennsylvania 19046 (together with its successors and/or assigns, Borrower).

THIS LOAN AGREEMENT , dated as of March 6 , 2017 ( as amended , restated , replaced , supplemented or otherwise modified from time to time , this Agreement ) , among BARCLAYS BANK PLC , having an address at 745 Seventh Avenue , New York , New York 10019 ( together with its successors and / or assigns , Lender ) , and ARC NYC123WILLIAM , LLC , having its principal place of business at 106 York Road , Jenkintown , Pennsylvania 19046 ( together with its successors and / or assigns , Borrower ) .


Section 3 Position. The Executive will be employed as the Chief Operating Officer (COO) of Reeds and will report to the Chief Executive Officer . The Executive will have the duties and responsibilities customarily attendant to the position of COO. Executive will also have such other duties and responsibilities that are commensurate with his position as specifically delegated to him from time to time by the Chief Executive Officer . Executive shall be subject to the Bylaws, policies, practices, procedures and rules of the Company, currently existing and as may be modified from time to time, including those policies and procedures set forth in the Companys Code of Conduct and Ethics. Executives principal office, and principal place of employment, shall be at the Companys offices, currently in Los Angeles, California , provided that Executive may be required under business circumstances to travel outside the location of his principal employment in connection with performing his or her duties under this Agreement.

Section 3 Position . The Executive will be employed as the Chief Operating Officer ( COO ) of Reeds and will report to the Chief Executive Officer . The Executive will have the duties and responsibilities customarily attendant to the position of COO . Executive will also have such other duties and responsibilities that are commensurate with his position as specifically delegated to him from time to time by the Chief Executive Officer . Executive shall be subject to the Bylaws , policies , practices , procedures and rules of the Company , currently existing and as may be modified from time to time , including those policies and procedures set forth in the Companys Code of Conduct and Ethics . Executives principal office , and principal place of employment , shall be at the Companys offices , currently in Los Angeles , California , provided that Executive may be required under business circumstances to travel outside the location of his principal employment in connection with performing his or her duties under this Agreement .


2\. Term. Unless earlier terminated pursuant to the terms of Section7 hereof, Employee shall be employed by the Company for the period commencing as of the Effective Date and ending on the third (3rd)anniversary of the Effective Date (the Initial Term), subject to automatic renewal periods for up to two additional one (1)-year periods , unless either party provides the other party with ninety (90)days advance written notice prior to the end of the Initial Term or any such renewal period, as applicable, of such partys intent not to renew (the Initial Term and any such renewal period, the Term). The Effective Date shall be the date on which the IPO becomes effective, and notwithstanding anything herein to the contrary, in the event the IPO does not occur for any reason, this Agreement shall be deemed null and void.

2 \ . Term . Unless earlier terminated pursuant to the terms of Section7 hereof , Employee shall be employed by the Company for the period commencing as of the Effective Date and ending on the third ( 3rd ) anniversary of the Effective Date ( the Initial Term ) , subject to automatic renewal periods for up to two additional one ( 1 ) - year periods , unless either party provides the other party with ninety ( 90 ) days advance written notice prior to the end of the Initial Term or any such renewal period , as applicable , of such partys intent not to renew ( the Initial Term and any such renewal period , the Term ) . The Effective Date shall be the date on which the IPO becomes effective , and notwithstanding anything herein to the contrary , in the event the IPO does not occur for any reason , this Agreement shall be deemed null and void .


Reference is made to the First Lien Credit Agreement , dated as of February 17, 2017 , by and among Turning Point Brands , Inc., a Delaware corporation (Turning Point), and North Atlantic Trading Company, Inc. , a Delaware corporation (NATC and together with Turning Point, the Borrowers), the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank , an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the Credit Agreement). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. The undersigned, as agent for the Borrowers, hereby gives you notice irrevocably, pursuant to Section 2.5 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:

Reference is made to the First Lien Credit Agreement , dated as of February 17 , 2017 , by and among Turning Point Brands , Inc . , a Delaware corporation ( Turning Point ) , and North Atlantic Trading Company , Inc . , a Delaware corporation ( NATC and together with Turning Point , the Borrowers ) , the Guarantors party thereto , the Lenders party thereto , and Fifth Third Bank , an Ohio banking corporation , as Administrative Agent and L / C Issuer ( as amended , restated , modified or supplemented from time to time , the Credit Agreement ) . Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement . The undersigned , as agent for the Borrowers , hereby gives you notice irrevocably , pursuant to Section 2 . 5 of the Credit Agreement , of the [ conversion ] [ continuation ] of the Loans specified herein , that :


(b) Mandatory. (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Asset Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $1,000,000 ; provided that in the case of each Asset Disposition and Event of Loss, if the Borrowers state in such notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar likekind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers notice within such twelve (12) month period. Promptly after the end of such twelve (12) month period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and Incremental Priority Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans, if any, in the inverse order of maturity), then to the outstanding Second Out Term Loans and Incremental Second Out Term Loans, if any, until paid in full (such payments being applied to the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrowers direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

( b ) Mandatory . ( i ) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $ 1 , 000 , 000 individually or on a cumulative basis in any Fiscal Year , then ( x ) the Borrowers shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss ( including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof ) and ( y ) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Asset Disposition or such Event of Loss , the Borrowers shall prepay the Obligations in an aggregate amount equal to 100 % of the amount of all such Net Cash Proceeds in excess of $ 1 , 000 , 000 ; provided that in the case of each Asset Disposition and Event of Loss , if the Borrowers state in such notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest , as applicable , within twelve ( 12 ) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss , the Net Cash Proceeds thereof in similar likekind assets , then so long as no Default or Event of Default then exists , the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers notice within such twelve ( 12 ) month period . Promptly after the end of such twelve ( 12 ) month period , the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers notice , and to the extent such Net Cash Proceeds have not been so invested or reinvested , the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $ 1 , 000 , 000 not so invested or reinvested . The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and Incremental Priority Term Loans , if any , until paid in full ( such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans , if any , in the inverse order of maturity ) , then to the outstanding Second Out Term Loans and Incremental Second Out Term Loans , if any , until paid in full ( such payments being applied to the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans , if any , in the inverse order of maturity ) , then to the Revolving Loans until paid in full , and then to the Swing Loans . If the Administrative Agent or the Required Lenders so request , all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account . So long as no Default or Event of Default exists , the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrowers direction for application to or reimbursement for the costs of replacing , rebuilding or restoring such Property .


This Modification No. 1 to Loan and Security Agreement (this "Modification") is entered into as of March 17, 2017 (such date, the "Modification Date") by and between Partners for Growth IV, L.P. , a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd., Suite D, Tiburon California 94920 ("PFG") and ActiveCare, Inc ., a Delaware corporation with its principal place of business at 1365 West Business Park Drive, Suite 100, Orem, UT 84058 ("Borrower").

This Modification No . 1 to Loan and Security Agreement ( this " Modification " ) is entered into as of March 17 , 2017 ( such date , the " Modification Date " ) by and between Partners for Growth IV , L . P . , a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd . , Suite D , Tiburon California 94920 ( " PFG " ) and ActiveCare , Inc . , a Delaware corporation with its principal place of business at 1365 West Business Park Drive , Suite 100 , Orem , UT 84058 ( " Borrower " ) .


g. This Agreement is intended to comply and shall be interpreted and construed in a manner consistent with the provisions of Internal Revenue Code Section 409A, including any rule or regulation promulgated thereunder. In the event that any provision of the Agreement would cause a benefit or amount provided hereunder to be subject to tax under the Internal Revenue Code prior to the time such amount is paid, such provision shall, without the necessity of further action by the signatories to this Agreement, be null and void as of the Effective Date.

g . This Agreement is intended to comply and shall be interpreted and construed in a manner consistent with the provisions of Internal Revenue Code Section 409A , including any rule or regulation promulgated thereunder . In the event that any provision of the Agreement would cause a benefit or amount provided hereunder to be subject to tax under the Internal Revenue Code prior to the time such amount is paid , such provision shall , without the necessity of further action by the signatories to this Agreement , be null and void as of the Effective Date .


C. As a condition of, material inducement to, and consideration for the willingness of Invesco to enter into this Agreement and for the Funds to purchase the Shares, Evofem desires to issue to the Funds immediately prior to the Effective Time, and Invesco desires to cause the Funds to accept from Evofem immediately prior to the Effective Time, a warrant to purchase up to 158,999,371 shares of Evofem Common Stock, par value $0.001 per share (subject to adjustment as provided in Section1.12(b) of the Merger Agreement), in substantially the form attached hereto as Exhibit A (such warrant, the Warrant; such shares of Evofem Common Stock issuable upon exercise of the Warrant in accordance with Section1(b) below, the Warrant Shares).

C . As a condition of , material inducement to , and consideration for the willingness of Invesco to enter into this Agreement and for the Funds to purchase the Shares , Evofem desires to issue to the Funds immediately prior to the Effective Time , and Invesco desires to cause the Funds to accept from Evofem immediately prior to the Effective Time , a warrant to purchase up to 158 , 999 , 371 shares of Evofem Common Stock , par value $ 0 . 001 per share ( subject to adjustment as provided in Section1 . 12 ( b ) of the Merger Agreement ) , in substantially the form attached hereto as Exhibit A ( such warrant , the Warrant ; such shares of Evofem Common Stock issuable upon exercise of the Warrant in accordance with Section1 ( b ) below , the Warrant Shares ) .