(ii) Cause. For purposes of this Agreement, termination for Cause shall include termination because Executive: (A) continually fails to substantially perform his duties with the Employer; (B) is adjudged guilty of a felony, any crime involving dishonesty or breach of trust or any crime involving a breach of his fiduciary duties to the Employer; (C) is willfully and continually failing to comply with any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order of a regulatory agency having jurisdiction over Employer; (D) commits a material act of dishonesty or disloyalty related to the business of the Employer; or (E) is unable to substantially perform his duties with the Employer due to drug addiction or chronic alcoholism. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than threequarters ( 3/4) of the entire membership of the Employers Board of Directors at a meeting of the Board called for such purpose (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, he was guilty of conduct that constitutes Cause (as defined above) and specifying the conduct in detail.

( ii ) Cause . For purposes of this Agreement , termination for Cause shall include termination because Executive : ( A ) continually fails to substantially perform his duties with the Employer ; ( B ) is adjudged guilty of a felony , any crime involving dishonesty or breach of trust or any crime involving a breach of his fiduciary duties to the Employer ; ( C ) is willfully and continually failing to comply with any law , rule , or regulation ( other than traffic violations or similar offenses ) or final cease and desist order of a regulatory agency having jurisdiction over Employer ; ( D ) commits a material act of dishonesty or disloyalty related to the business of the Employer ; or ( E ) is unable to substantially perform his duties with the Employer due to drug addiction or chronic alcoholism . Notwithstanding the foregoing , Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than threequarters ( 3 / 4 ) of the entire membership of the Employers Board of Directors at a meeting of the Board called for such purpose ( after reasonable notice to Executive and an opportunity for him , together with his counsel , to be heard before the Board ) , finding that in the good faith opinion of the Board , he was guilty of conduct that constitutes Cause ( as defined above ) and specifying the conduct in detail .


(a)Salary. The Founder shall be paid, in accordance with the normal payroll practice of the Employer, annual compensation in the amount of $225,000.00 for all hours worked, exempt from overtime pay.

( a ) Salary . The Founder shall be paid , in accordance with the normal payroll practice of the Employer , annual compensation in the amount of $ 225 , 000 . 00 for all hours worked , exempt from overtime pay .


(i)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of theState of Texas ,without reference to its principles of conflicts of law.

( i ) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of theState of Texas , without reference to its principles of conflicts of law .


The term of this Agreement shall commence on the Effective Date and shall continue for two (2) years (the Initial Term) , and, upon the expiration of the Initial Term and annually thereafter, this Agreement shall automatically renew for successive one (1) year terms (each a Renewal Term), unless, at least thirty (30) days prior to the expiration of the Initial Term or a Renewal Term, either party gives to the other party written notice that this Agreement shall not be renewed, in which case the term shall expire on the last date of the Initial Term or the Renewal Term in which such notice is given. The Initial Term and all Renewal Terms, if any, shall together constitute the Term of this Agreement.

The term of this Agreement shall commence on the Effective Date and shall continue for two ( 2 ) years ( the Initial Term ) , and , upon the expiration of the Initial Term and annually thereafter , this Agreement shall automatically renew for successive one ( 1 ) year terms ( each a Renewal Term ) , unless , at least thirty ( 30 ) days prior to the expiration of the Initial Term or a Renewal Term , either party gives to the other party written notice that this Agreement shall not be renewed , in which case the term shall expire on the last date of the Initial Term or the Renewal Term in which such notice is given . The Initial Term and all Renewal Terms , if any , shall together constitute the Term of this Agreement .


(32) Liens securing Indebtedness or other obligations in an aggregate amount, together with all other Indebtedness and other obligations secured by Liens pursuant to this clause (32), not to exceed $100,000,000 at any one time outstanding; and

( 32 ) Liens securing Indebtedness or other obligations in an aggregate amount , together with all other Indebtedness and other obligations secured by Liens pursuant to this clause ( 32 ) , not to exceed $ 100 , 000 , 000 at any one time outstanding ; and


Section 3.1. Base Compensation. For all consulting services rendered by Consultant under this Consulting Agreement from the Effective Date through December 31, 2017 , the Company agrees to pay Consultant compensation in the amount of $20,000 per month paid not later than the last day of the applicable month.

Section 3 . 1 . Base Compensation . For all consulting services rendered by Consultant under this Consulting Agreement from the Effective Date through December 31 , 2017 , the Company agrees to pay Consultant compensation in the amount of $ 20 , 000 per month paid not later than the last day of the applicable month .


3.00 to 1.00< br/>


13. Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware , without reference to rulesrelating to conflicts of laws.

13 . Governing Law . This Agreement and any other document or instrument delivered pursuant hereto , and all claims or causes of action that may be based upon , arise out of or relate to this Agreement will be governed by , and construed under and in accordance with , the internal laws of the State of Delaware , without reference to rulesrelating to conflicts of laws .


4.1 Salary. Executive will receive an annual base salary of Three Hundred Fifty Thousand Dollars ( $350,000 ) (the Annual Salary), which shall be payable in twenty-four (24) equal twice-monthly installments in accordance with the Companys customary payroll practices, less taxes and other required withholdings. If Executives employment commences other than on the first day of any calendar month or expires or terminates other than on the last business day of any calendar month, the portion of the Annual Salary for such month shall be pro-rated based on the number of days in such month that Executive was employed by the Company as its CEO .

4 . 1 Salary . Executive will receive an annual base salary of Three Hundred Fifty Thousand Dollars ( $ 350 , 000 ) ( the Annual Salary ) , which shall be payable in twenty - four ( 24 ) equal twice - monthly installments in accordance with the Companys customary payroll practices , less taxes and other required withholdings . If Executives employment commences other than on the first day of any calendar month or expires or terminates other than on the last business day of any calendar month , the portion of the Annual Salary for such month shall be pro - rated based on the number of days in such month that Executive was employed by the Company as its CEO .


1.1. Term. The initial term of the Executives employment under this Employment Agreement will commence on April14, 2014 (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 April14 , 2014 ( 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 ) .


| (b) | Upon completion of the Tenant Finish, Landlord shall provide to Tenant a copy of the final invoice from the General Contractor for the cost thereof, and Tenant shall pay directly to the General Contractor the balance of the amount due for the Tenant Finish, not to exceed a maximum amount from Tenant $89,644 . ---|---|---

| ( b ) | Upon completion of the Tenant Finish , Landlord shall provide to Tenant a copy of the final invoice from the General Contractor for the cost thereof , and Tenant shall pay directly to the General Contractor the balance of the amount due for the Tenant Finish , not to exceed a maximum amount from Tenant $ 89 , 644 . - - - | - - - | - - -


Transfer Taxes ---|--- Each of the Parties shall be responsible for one-half ( 1/2) of the transfer taxes, if any, payable with respect to the transfer of the Purchased Assets hereunder. Each Party hereby waives compliance by the other Party with the requirements of any applicable bulk sale, bulk transfer or similar Laws of any jurisdiction in connection with the transactions contemplated hereby.

Transfer Taxes - - - | - - - Each of the Parties shall be responsible for one - half ( 1 / 2 ) of the transfer taxes , if any , payable with respect to the transfer of the Purchased Assets hereunder . Each Party hereby waives compliance by the other Party with the requirements of any applicable bulk sale , bulk transfer or similar Laws of any jurisdiction in connection with the transactions contemplated hereby .


(d) Retention Incentive. In addition to the compensation set forth elsewhere in this Section 3, and as additional consideration for the Executive to enter into this Agreement, the Executive shall be granted a stock option (the Option) under the Companys 2017 Stock Incentive Plan (the 2017 Plan) to purchase 166,667 shares of the Companys common stock (Shares). The Option shall be (i) exercisable at an exercise price of $.050 per Share; (ii) be fully vested on the Effective Date; and (iii) exercisable for ten (10) years from the Effective Date, subject to the Executives continued employment with the Company and the early Option termination provisions set forth in the 2017 Plan.

( d ) Retention Incentive . In addition to the compensation set forth elsewhere in this Section 3 , and as additional consideration for the Executive to enter into this Agreement , the Executive shall be granted a stock option ( the Option ) under the Companys 2017 Stock Incentive Plan ( the 2017 Plan ) to purchase 166 , 667 shares of the Companys common stock ( Shares ) . The Option shall be ( i ) exercisable at an exercise price of $ . 050 per Share ; ( ii ) be fully vested on the Effective Date ; and ( iii ) exercisable for ten ( 10 ) years from the Effective Date , subject to the Executives continued employment with the Company and the early Option termination provisions set forth in the 2017 Plan .


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 Commercial 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 Commercial 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 .


| | | | | | | | | Prepaid Rent: | | $60,000 | | | | | | | | | | | | | Tenant Paid Utilities: | | N/A | | | | | |


(i) Annual Base Salary. During the Employment Period, unless increased by the Board in its sole discretion, the Executive shall receive an annual base salary of SEVEN HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ( $750,000.00 ) (the Annual Base Salary), payable in equal installments in accordance with the Companys normal payroll practice for its senior executives, subject to the Executives continued employment with the Company.

( i ) Annual Base Salary . During the Employment Period , unless increased by the Board in its sole discretion , the Executive shall receive an annual base salary of SEVEN HUNDRED FIFTY THOUSAND AND 00 / 100 DOLLARS ( $ 750 , 000 . 00 ) ( the Annual Base Salary ) , payable in equal installments in accordance with the Companys normal payroll practice for its senior executives , subject to the Executives continued employment with the Company .


THIS STOCK PURCHASE AGREEMENT is made and entered into this 17th day of October, 2017 by and among Sprit International, Inc. , a Nevada corporation (the Company), Kimho Consultants Company Limited, a Hong Kong limited liability company (the Purchaser), and Zur Dadon , as the selling stockholder (the Seller). Seller owns 4,000,000 shares (collectively, the Shares), representing 78.3% of the issued and outstanding shares of common stock of the Company. Purchaser desires to purchase from Seller, and Seller is willing to sell the Shares, subject to the terms and conditions contained in this Agreement.

THIS STOCK PURCHASE AGREEMENT is made and entered into this 17th day of October , 2017 by and among Sprit International , Inc . , a Nevada corporation ( the Company ) , Kimho Consultants Company Limited , a Hong Kong limited liability company ( the Purchaser ) , and Zur Dadon , as the selling stockholder ( the Seller ) . Seller owns 4 , 000 , 000 shares ( collectively , the Shares ) , representing 78 . 3 % of the issued and outstanding shares of common stock of the Company . Purchaser desires to purchase from Seller , and Seller is willing to sell the Shares , subject to the terms and conditions contained in this Agreement .


5. Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware , without reference to rulesrelating to conflicts of laws.

5 . Governing Law . This Agreement and any other document or instrument delivered pursuant hereto , and all claims or causes of action that may be based upon , arise out of or relate to this Agreement will be governed by , and construed under and in accordance with , the internal laws of the State of Delaware , without reference to rulesrelating to conflicts of laws .


(c) Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York , without regard to the conflicts of law provisions of the State of New York or of any other state.

( c ) Governing Law . This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York , without regard to the conflicts of law provisions of the State of New York or of any other state .


3.00 to 1.00 (c) Consolidated Fixed Charge Coverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.20 to 1.00.< br/>

3 . 00 to 1 . 00 ( c ) Consolidated Fixed Charge Coverage Ratio . As of the last day of any fiscal quarter , permit the Consolidated Fixed Charge Coverage Ratio to be less than 1 . 20 to 1 . 00 . & lt ; br / & gt ;


SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of January 26, 2017 , by and among Enerpulse Technologies, Inc. , a Nevada corporation, with headquarters located at 2451 Alamo Ave. NE, Albuquerque, New Mexico 87106 (the Company), and Passaic River Capital LLC (the Buyer).

SECURITIES PURCHASE AGREEMENT ( the Agreement ) , dated as of January 26 , 2017 , by and among Enerpulse Technologies , Inc . , a Nevada corporation , with headquarters located at 2451 Alamo Ave . NE , Albuquerque , New Mexico 87106 ( the Company ) , and Passaic River Capital LLC ( the Buyer ) .


$39,752.91 Months 96 107


provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Net Cash Proceeds shall not include any amounts (1)with respect to clause (b)above to the extent that such amounts are Equity Interests of the Parent used as consideration in connection with a Permitted Additional Investment, (2)with respect to clause (c)above to the extent that such amounts are used for repairs to or replacements of the property subject to such Casualty Event; or reinvested in productive assets (other than inventory unless such Net Cash Proceeds result from a Casualty Event with respect to inventory) of a kind then used or usable in the business of such Loan Party, within one year after the receipt thereof, (3)with respect to clause (d)above to the extent (x)that such amounts are reinvested in productive assets (other than inventory) of a kind then used or usable in the business of such Loan Party, within one year after the receipt thereof or (y)that such amounts are from any Disposition permitted by clauses (a)through (g)of Section7.8, and (4)with respect to clause (c)and (d)above, to the extent such amounts do not exceed $10,000,000 in the aggregate in any fiscal year of the Borrower or $30,000,000 in the aggregate prior to the Term Loan A-2 Maturity Date (calculated without giving effect to any amounts excluded from Net Cash Proceeds by the forgoing clause (2)or clause (3)). To the extent reinvestment is permitted, such Net Cash Proceeds must be deposited and held in a deposit account of which the Administrative Agent has control (as defined in Article9 of the UCC) until reinvested and must be reinvested in assets subject to the Lien of the Administrative Agent under the Collateral Documents, subject only to Permitted Liens.

provided that , so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom , Net Cash Proceeds shall not include any amounts ( 1 ) with respect to clause ( b ) above to the extent that such amounts are Equity Interests of the Parent used as consideration in connection with a Permitted Additional Investment , ( 2 ) with respect to clause ( c ) above to the extent that such amounts are used for repairs to or replacements of the property subject to such Casualty Event ; or reinvested in productive assets ( other than inventory unless such Net Cash Proceeds result from a Casualty Event with respect to inventory ) of a kind then used or usable in the business of such Loan Party , within one year after the receipt thereof , ( 3 ) with respect to clause ( d ) above to the extent ( x ) that such amounts are reinvested in productive assets ( other than inventory ) of a kind then used or usable in the business of such Loan Party , within one year after the receipt thereof or ( y ) that such amounts are from any Disposition permitted by clauses ( a ) through ( g ) of Section7 . 8 , and ( 4 ) with respect to clause ( c ) and ( d ) above , to the extent such amounts do not exceed $ 10 , 000 , 000 in the aggregate in any fiscal year of the Borrower or $ 30 , 000 , 000 in the aggregate prior to the Term Loan A - 2 Maturity Date ( calculated without giving effect to any amounts excluded from Net Cash Proceeds by the forgoing clause ( 2 ) or clause ( 3 ) ) . To the extent reinvestment is permitted , such Net Cash Proceeds must be deposited and held in a deposit account of which the Administrative Agent has control ( as defined in Article9 of the UCC ) until reinvested and must be reinvested in assets subject to the Lien of the Administrative Agent under the Collateral Documents , subject only to Permitted Liens .


THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAW OF SUCH STATE IN ACCORDANCE WITH THE PROVISIONS OF 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAW OF SUCH STATE IN ACCORDANCE WITH THE PROVISIONS OF 5 - 1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW .


1. | Base salary. Employer will pay to Employee a base salary at an annual rate of $185,000 for the calendar year 2017, which will be increased to $200,000 for the calendar year 2018 (as adjusted, the "Base salary"), payable in accordance with Employer's customary payroll practices as in effect from time to time. The Base salary shall be reviewed in a manner consistent with Employer's compensation program. ---|--- 2. | Bonuses; Additional compensation. Employee may be eligible to receive bonuses and to participate in incentive compensation plans of Employer in accordance with any plan or decision that the Board, or any committee or other person authorized by the Board, may in its sole discretion determine from time to time. ---|--- 3. | Reimbursement of Expenses. Employee shall be paid or reimbursed by Employer, in accordance with and subject to Employer's general expense reimbursement policies and practices and Employer's receipt of evidence of such expenses reasonably satisfactory to Employer, for all reasonable travel and other business expenses incurred by Employee in performing his obligations under this Agreement. Further, Employer will pay for a mobile phone and mobile telephone usage charges on behalf of Employee. ---|--- 4. | Benefits. Employee shall be eligible to earn and accrue vacation in accordance with Employer's policies in effect from time to time. In addition, Employee shall be eligible to participate in Employer's medical, vision and dental insurance programs, 401(k), and other employee benefit or welfare plan, program, or arrangement that Employer has or may from time to time establish or sponsor for the benefit of Employer's employees, upon Employee meeting any qualifications for participation in such plan(s), program(s), or arrangement(s). Employer will pay on behalf of Employee 100% of the health insurance premiums for Employee. ---|--- 5. | Incentive compensation. ---|--- | o | Beginning on and measured from the Effective Date, for calendar year 2017, Employee will be granted a fully-vested option to purchase 9,000 shares of Employer's common stock each calendar quarter, provided Summer LLC's average quarterly sales volume exceeds 15,000,000 KWh for such quarter and new sales volume, pursuant to Employer's internal energy schedule, exceeds $0.002 for such quarter (specifically, EBITDA after Interest Expense divided by Total Kwh Delivered after losses. Provided such metrics were met for a particular quarter, Employer will grant said options as promptly as possible following the end of such fiscal quarter with a strike price equal to the greater of (i) fair market value of a share of stock on the date of grant or (ii) $2.50 per share. Such option will be granted pursuant to the terms and conditions of a Stock Option Grant Agreement and the Employer's 2015 Stock Option and Stock Award Plan. ---|---|--- | o | Additional options may be granted by Employer for calendar year 2018 based on metrics determined by the Board on or before January 1, 2018 . ---|---|--- Restricted Territory:

1 . | Base salary . Employer will pay to Employee a base salary at an annual rate of $ 185 , 000 for the calendar year 2017 , which will be increased to $ 200 , 000 for the calendar year 2018 ( as adjusted , the " Base salary " ) , payable in accordance with Employer ' s customary payroll practices as in effect from time to time . The Base salary shall be reviewed in a manner consistent with Employer ' s compensation program . - - - | - - - 2 . | Bonuses ; Additional compensation . Employee may be eligible to receive bonuses and to participate in incentive compensation plans of Employer in accordance with any plan or decision that the Board , or any committee or other person authorized by the Board , may in its sole discretion determine from time to time . - - - | - - - 3 . | Reimbursement of Expenses . Employee shall be paid or reimbursed by Employer , in accordance with and subject to Employer ' s general expense reimbursement policies and practices and Employer ' s receipt of evidence of such expenses reasonably satisfactory to Employer , for all reasonable travel and other business expenses incurred by Employee in performing his obligations under this Agreement . Further , Employer will pay for a mobile phone and mobile telephone usage charges on behalf of Employee . - - - | - - - 4 . | Benefits . Employee shall be eligible to earn and accrue vacation in accordance with Employer ' s policies in effect from time to time . In addition , Employee shall be eligible to participate in Employer ' s medical , vision and dental insurance programs , 401 ( k ) , and other employee benefit or welfare plan , program , or arrangement that Employer has or may from time to time establish or sponsor for the benefit of Employer ' s employees , upon Employee meeting any qualifications for participation in such plan ( s ) , program ( s ) , or arrangement ( s ) . Employer will pay on behalf of Employee 100 % of the health insurance premiums for Employee . - - - | - - - 5 . | Incentive compensation . - - - | - - - | o | Beginning on and measured from the Effective Date , for calendar year 2017 , Employee will be granted a fully - vested option to purchase 9 , 000 shares of Employer ' s common stock each calendar quarter , provided Summer LLC ' s average quarterly sales volume exceeds 15 , 000 , 000 KWh for such quarter and new sales volume , pursuant to Employer ' s internal energy schedule , exceeds $ 0 . 002 for such quarter ( specifically , EBITDA after Interest Expense divided by Total Kwh Delivered after losses . Provided such metrics were met for a particular quarter , Employer will grant said options as promptly as possible following the end of such fiscal quarter with a strike price equal to the greater of ( i ) fair market value of a share of stock on the date of grant or ( ii ) $ 2 . 50 per share . Such option will be granted pursuant to the terms and conditions of a Stock Option Grant Agreement and the Employer ' s 2015 Stock Option and Stock Award Plan . - - - | - - - | - - - | o | Additional options may be granted by Employer for calendar year 2018 based on metrics determined by the Board on or before January 1 , 2018 . - - - | - - - | - - - Restricted Territory :


2.1. salary. As compensation for the performance of the Executives services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $350,000 , payable in accordance with the Companys standard payroll policies (the Base salary). The Base salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the Board) (or a committee thereof) in its discretion.

2 . 1 . salary . As compensation for the performance of the Executives services hereunder , during the Employment Period , the Company shall pay to the Executive a salary at an annual rate of $ 350 , 000 , payable in accordance with the Companys standard payroll policies ( the Base salary ) . The Base salary will be reviewed annually and may be adjusted upward ( but not downward ) by the board of directors of the Company ( the Board ) ( or a committee thereof ) in its discretion .


(ii) At the Closing, Forty Million and no/100 Dollars ( $40,000,000.00 ) (the Cash Purchase Price), less the Deposit and amounts payable pursuant to Section 2.4 and subject to the Working Capital Adjustment set forth at shall be delivered by Buyer to Seller by wire transfer pursuant to the wiring instructions set forth on Schedule 2.2(ii).

( ii ) At the Closing , Forty Million and no / 100 Dollars ( $ 40 , 000 , 000 . 00 ) ( the Cash Purchase Price ) , less the Deposit and amounts payable pursuant to Section 2 . 4 and subject to the Working Capital Adjustment set forth at shall be delivered by Buyer to Seller by wire transfer pursuant to the wiring instructions set forth on Schedule 2 . 2 ( ii ) .


(b) Day Count Basis. Interest and fees shall be calculated on the basis of a 360-day year for the actual number of days elapsed (which results in more interest or fees, as the case may be, being paid than if calculated on the basis of a 365-day year); provided that interest with respect to Base Rate Loans incurring interest based on the Prime Rate shall be calculated on the basis of a 365/366- day year. The date of funding or conversion of a LIBOR Rate Loan to a Base Rate Loan and the first day of an Interest Period shall be included in the calculation of interest. The date of payment of any Loan and the last day of an Interest Period shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one days interest shall be charged.

( b ) Day Count Basis . Interest and fees shall be calculated on the basis of a 360 - day year for the actual number of days elapsed ( which results in more interest or fees , as the case may be , being paid than if calculated on the basis of a 365 - day year ) ; provided that interest with respect to Base Rate Loans incurring interest based on the Prime Rate shall be calculated on the basis of a 365 / 366 - day year . The date of funding or conversion of a LIBOR Rate Loan to a Base Rate Loan and the first day of an Interest Period shall be included in the calculation of interest . The date of payment of any Loan and the last day of an Interest Period shall be excluded from the calculation of interest ; provided , if a Loan is repaid on the same day that it is made , one days interest shall be charged .


1\. AUTHORIZATION OF ISSUE OF NOTES. The Company will authorize the issue of its senior promissory notes (the Notes) in the aggregate principal amount of $250,000,000 , to be dated the date of issue thereof, to mature January4, 2029 , to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 3.78% per annum (but increased to 4.78% per annum during the continuance of an Increased Leverage Period), but at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Yield- Maintenance Amount and overdue interest. The Notes will be substantially in the form of Exhibit A attached hereto.

1 \ . AUTHORIZATION OF ISSUE OF NOTES . The Company will authorize the issue of its senior promissory notes ( the Notes ) in the aggregate principal amount of $ 250 , 000 , 000 , to be dated the date of issue thereof , to mature January4 , 2029 , to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 3 . 78 % per annum ( but increased to 4 . 78 % per annum during the continuance of an Increased Leverage Period ) , but at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Yield - Maintenance Amount and overdue interest . The Notes will be substantially in the form of Exhibit A attached hereto .


THIS EMPLOYMENT AGREEMENT (this Agreement), dated as of October6, 2017 , by and between VICI Properties Inc. , with its principal place of business at 8329 W. Sunset Road, Suite 210, Las Vegas, Nevada 89113 (the Company), and Edward Baltazar Pitoniak , residing at the address set forth on the signature page hereof (Executive).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) , dated as of October6 , 2017 , by and between VICI Properties Inc . , with its principal place of business at 8329 W . Sunset Road , Suite 210 , Las Vegas , Nevada 89113 ( the Company ) , and Edward Baltazar Pitoniak , residing at the address set forth on the signature page hereof ( Executive ) .


$33,782.60 Months 24 35


This EMPLOYMENT AGREEMENT (this Agreement) is made effective from January 9th, 2017 (the Effective Date) by and among ANAPTYSBIO, INC. (the Company) and Dominic Piscitelli ( CFO ). The Company and CFO are hereinafter collectively referred to as the Parties, and individually referred to as a Party.

This EMPLOYMENT AGREEMENT ( this Agreement ) is made effective from January 9th , 2017 ( the Effective Date ) by and among ANAPTYSBIO , INC . ( the Company ) and Dominic Piscitelli ( CFO ) . The Company and CFO are hereinafter collectively referred to as the Parties , and individually referred to as a Party .


(a) BASE SALARY. During the period that Executive is employed with the Company hereunder, the Company shall pay Executive an annual base salary of not less than $600,000 (the Base Salary), payable in equal biweekly installments (or, if different, in accordance with the Companys payroll practice as in effect from time to time). For all purposes under this Agreement, the term Base Salary shall refer to the Base Salary as in effect from time to time.

( a ) BASE SALARY . During the period that Executive is employed with the Company hereunder , the Company shall pay Executive an annual base salary of not less than $ 600 , 000 ( the Base Salary ) , payable in equal biweekly installments ( or , if different , in accordance with the Companys payroll practice as in effect from time to time ) . For all purposes under this Agreement , the term Base Salary shall refer to the Base Salary as in effect from time to time .


25,000 shares with cliff vesting at five years of 100% of shares. Employee need not remain the President and CEO to continue to vest in the stock grants. Should employee die before he reaches age 65, all shares shall immediately vest and shall be transferred to his estate. Notwithstanding the foregoing, the parties agree that the Company will convey the shares to minimize tax consequences to the entire shareholder group of the Company and that the Company will gross up, if necessary, this stock award, in cash, to keep Employee whole should tax rates increase from those in effect in 2007. .

25 , 000 shares with cliff vesting at five years of 100 % of shares . Employee need not remain the President and CEO to continue to vest in the stock grants . Should employee die before he reaches age 65 , all shares shall immediately vest and shall be transferred to his estate . Notwithstanding the foregoing , the parties agree that the Company will convey the shares to minimize tax consequences to the entire shareholder group of the Company and that the Company will gross up , if necessary , this stock award , in cash , to keep Employee whole should tax rates increase from those in effect in 2007 . .


a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

a . Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws . Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York . The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and Buyer waive trial by jury . The prevailing party shall be entitled to recover from the other party its reasonable attorneys fees and costs . In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law , then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law . Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement . Each party hereby irrevocably waives personal service of process and consents to process being served in any suit , action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery ( with evidence of delivery ) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law .


(1) The acquisition (other than by an Excluded Person (as hereinafter defined)), directly or indirectly, in one or more transactions, by any person or by any group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 , as amended from time to time (the Exchange Act ) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act ) of more than fifty percent ( 50% ) of either the outstanding shares of common stock or the combined voting power of the Employers outstanding voting securities entitled to vote generally, whether or not the acquisition was previously approved by the existing directors, other than an acquisition that complies with clause (x) and (y) of clause (2) below;

( 1 ) The acquisition ( other than by an Excluded Person ( as hereinafter defined ) ) , directly or indirectly , in one or more transactions , by any person or by any group of persons , within the meaning of Section 13 ( d ) or 14 ( d ) of the Securities Exchange Act of 1934 , as amended from time to time ( the Exchange Act ) of beneficial ownership ( within the meaning of Rule 13d - 3 of the Exchange Act ) of more than fifty percent ( 50 % ) of either the outstanding shares of common stock or the combined voting power of the Employers outstanding voting securities entitled to vote generally , whether or not the acquisition was previously approved by the existing directors , other than an acquisition that complies with clause ( x ) and ( y ) of clause ( 2 ) below ;


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 .


2,749,167 shares of Parent common stock to be issued upon conversion of the $8,247,501 in Convertible Senior Promissory Notes (originally issued to Mead Park Capital Partners LLC and EBC 2013 Family Trust (as assignee of Cohen Bros. Financial, LLC )) at a conversion price of $3.00 per share, subject to customary anti-dilution adjustments, which option expires upon maturity of the Convertible Senior Promissory Notes on 9/25/18< br/>

2 , 749 , 167 shares of Parent common stock to be issued upon conversion of the $ 8 , 247 , 501 in Convertible Senior Promissory Notes ( originally issued to Mead Park Capital Partners LLC and EBC 2013 Family Trust ( as assignee of Cohen Bros . Financial , LLC ) ) at a conversion price of $ 3 . 00 per share , subject to customary anti - dilution adjustments , which option expires upon maturity of the Convertible Senior Promissory Notes on 9 / 25 / 18 & lt ; br / & gt ;


WHEREAS, the Company desires to issue, and the Purchasers desire to purchase, up to an aggregate of 50,000 units (the Units), each Unit consisting of one share (the Shares) of the Companys Series B Convertible Preferred Stock, par value $0.0001 per share (Series B Preferred Stock), initially convertible into four hundred (400) shares of the Companys common stock, par value $0.0001 per share (Common Stock), and a seven year warrant, substantially in the form attached hereto as Exhibit B (the Warrants) to acquire four hundred (400) shares of Common Stock (the Warrant Shares) at an exercise price of $0.25 per share, in a private placement (this Offering), at a price of $100.00 per Unit for an aggregate purchase price of $5,000,000 .

WHEREAS , the Company desires to issue , and the Purchasers desire to purchase , up to an aggregate of 50 , 000 units ( the Units ) , each Unit consisting of one share ( the Shares ) of the Companys Series B Convertible Preferred Stock , par value $ 0 . 0001 per share ( Series B Preferred Stock ) , initially convertible into four hundred ( 400 ) shares of the Companys common stock , par value $ 0 . 0001 per share ( Common Stock ) , and a seven year warrant , substantially in the form attached hereto as Exhibit B ( the Warrants ) to acquire four hundred ( 400 ) shares of Common Stock ( the Warrant Shares ) at an exercise price of $ 0 . 25 per share , in a private placement ( this Offering ) , at a price of $ 100 . 00 per Unit for an aggregate purchase price of $ 5 , 000 , 000 .


(a) The employment term (the Employment Term) of Executives employment under this Agreement shall be for the period commencing on the date hereof (the Commencement Date) and ending on the third (3rd) anniversary of the Commencement Date . Thereafter, the Employment Term shall extend automatically for consecutive periods of one year unless either party provides notice of non-renewal not less than ninety (90) days prior to the end of the Employment Term as then in effect or unless Executives employment terminates in accordance with Section 5.

( a ) The employment term ( the Employment Term ) of Executives employment under this Agreement shall be for the period commencing on the date hereof ( the Commencement Date ) and ending on the third ( 3rd ) anniversary of the Commencement Date . Thereafter , the Employment Term shall extend automatically for consecutive periods of one year unless either party provides notice of non - renewal not less than ninety ( 90 ) days prior to the end of the Employment Term as then in effect or unless Executives employment terminates in accordance with Section 5 .


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 Financial 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 Financial 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 .


Dallas, Texas 75225 Facsimile: (214) 981-0701 Attention: Thomas P. Mason

Dallas , Texas 75225 Facsimile : ( 214 ) 981 - 0701 Attention : Thomas P . Mason


(A) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended (the Exchange Act ), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act ), directly or indirectly, of 51% or more of the equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company on a fully-diluted basis;

( A ) any person or group ( as such terms are used in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) , but excluding any employee benefit plan of such person or its subsidiaries , and any person or entity acting in its capacity as trustee , agent , or other fiduciary or administrator of any such plan ) becomes the beneficial owner ( as defined in Rules 13d - 3 and 13d - 5 under the Exchange Act ) , directly or indirectly , of 51 % or more of the equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company on a fully - diluted basis ;


(b)Disability. The Company may terminate the Executives employment if he is disabled and unable to perform the essential functions of the Executives then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 consecutive days or 240 non- consecutive days in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executives Chief Executive Officer position with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Executive as to whether the Executive is so disabled or how long such disability is expected to continue (provided that if the Company disputes the certification from such physician selected by the Executive, then the Executive will select a second physician reasonably acceptable to the Company and with whom the Executive has had no prior relationship to provide a new certification, and the original certification from the Executives first selected physician will be of no effect), and such certification (from the first or second physician, as the case may be) shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Companys determination of such issue shall be binding on the Executive. Nothing in this Section3(b) shall be construed to waive the Executives rights, if any, under law including, without limitation, the Family and Medical Leave Act of 1993 , 29 U.S.C. 2601 et seq. Mass. General Laws Chapter 151B and/or the Americans with Disabilities Act , 42 U.S.C. 12101 et seq.

( b ) Disability . The Company may terminate the Executives employment if he is disabled and unable to perform the essential functions of the Executives then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 consecutive days or 240 non - consecutive days in any 12 - month period . If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executives Chief Executive Officer position with or without reasonable accommodation , the Executive may , and at the request of the Company shall , submit to the Company a certification in reasonable detail by a physician selected by the Executive as to whether the Executive is so disabled or how long such disability is expected to continue ( provided that if the Company disputes the certification from such physician selected by the Executive , then the Executive will select a second physician reasonably acceptable to the Company and with whom the Executive has had no prior relationship to provide a new certification , and the original certification from the Executives first selected physician will be of no effect ) , and such certification ( from the first or second physician , as the case may be ) shall for the purposes of this Agreement be conclusive of the issue . The Executive shall cooperate with any reasonable request of the physician in connection with such certification . If such question shall arise and the Executive shall fail to submit such certification , the Companys determination of such issue shall be binding on the Executive . Nothing in this Section3 ( b ) shall be construed to waive the Executives rights , if any , under law including , without limitation , the Family and Medical Leave Act of 1993 , 29 U . S . C . 2601 et seq . Mass . General Laws Chapter 151B and / or the Americans with Disabilities Act , 42 U . S . C . 12101 et seq .


B. Invesco desires to cause the Funds to purchase from the Company, and the Company desires to sell to the Funds, 9,672,550 shares of the Companys Common Stock, par value $0.0001 per share (subject to adjustment as provided in Section1.12(b) of the Merger Agreement) (such shares of the Companys Common Stock, the Shares) in exchange for the payment of an aggregate purchase price of Twenty Million United States Dollars ( US $20,000,000.00 ) and on the additional terms and conditions hereinafter set forth.

B . Invesco desires to cause the Funds to purchase from the Company , and the Company desires to sell to the Funds , 9 , 672 , 550 shares of the Companys Common Stock , par value $ 0 . 0001 per share ( subject to adjustment as provided in Section1 . 12 ( b ) of the Merger Agreement ) ( such shares of the Companys Common Stock , the Shares ) in exchange for the payment of an aggregate purchase price of Twenty Million United States Dollars ( US $ 20 , 000 , 000 . 00 ) and on the additional terms and conditions hereinafter set forth .


| | $ | 167,016.25 | Months 13-24


| (vii) | Purchaser acknowledges that the Company is a blank check company and that the Company has filed an S-1 registration statement, File No. 333-217030 whereas the Company is subject to the rules and conditions of 17 CFR 230 .419. ---|---|---

| ( vii ) | Purchaser acknowledges that the Company is a blank check company and that the Company has filed an S - 1 registration statement , File No . 333 - 217030 whereas the Company is subject to the rules and conditions of 17 CFR 230 . 419 . - - - | - - - | - - -


| A.| Borrower Existence and Power. The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Minnesota , and has all requisite power and authority to carry on its business as now conducted and as presently proposed to be conducted. ---|---|---

| A . | Borrower Existence and Power . The Borrower is a limited liability company duly organized , validly existing and in good standing under the laws of the State of Minnesota , and has all requisite power and authority to carry on its business as now conducted and as presently proposed to be conducted . - - - | - - - | - - -


(15)days after Landlord and Tenant have both received the reports of the first two (2)appraisers, then either party may request the Greater Boston Board of Real Estate to appoint the third (3rd) appraiser and such appraiser shall be the third (3) appraiser. The third (3rd) appraiser shall notify Landlord and Tenant of the third (3rd) appraisers determination as to whether the Landlords Rate or the Tenants Rate is closest to the fair market rate and such determination shall be the fair market rate for the applicable Extension Term. Landlord and Tenant shall each bear the costs of its respective appraiser except that Landlord and Tenant shall each bear one-half ( 1/2) the cost of the third (3rd) appraiser, if applicable.

( 15 ) days after Landlord and Tenant have both received the reports of the first two ( 2 ) appraisers , then either party may request the Greater Boston Board of Real Estate to appoint the third ( 3rd ) appraiser and such appraiser shall be the third ( 3 ) appraiser . The third ( 3rd ) appraiser shall notify Landlord and Tenant of the third ( 3rd ) appraisers determination as to whether the Landlords Rate or the Tenants Rate is closest to the fair market rate and such determination shall be the fair market rate for the applicable Extension Term . Landlord and Tenant shall each bear the costs of its respective appraiser except that Landlord and Tenant shall each bear one - half ( 1 / 2 ) the cost of the third ( 3rd ) appraiser , if applicable .


A. Employee shall receive a base salary (the Base Salary) of at least $205,000 per year, payable not less frequently than monthly, for each year during the term of this Agreement, subject to proration for

A . Employee shall receive a base salary ( the Base Salary ) of at least $ 205 , 000 per year , payable not less frequently than monthly , for each year during the term of this Agreement , subject to proration for


Executives term of employment under this Agreement (such term of employment, as it may be extended or terminated, is herein referred to as the Employment Term) shall be for a term commencing on the Effective Date and, unless terminated earlier as provided in Section 10 hereof, ending on the third anniversary of the Effective Date (the Original Employment Term); provided that the Employment Term shall be automatically extended, subject to earlier termination as provided in Section 10 hereof, for successive additional one (1) year periods (the Additional Terms), unless, at least 30 days prior to the end of the Original Employment Term or the then Additional Term, the Company or Executive has notified the other in writing that the Employment Term shall terminate at the end of the then current term.

Executives term of employment under this Agreement ( such term of employment , as it may be extended or terminated , is herein referred to as the Employment Term ) shall be for a term commencing on the Effective Date and , unless terminated earlier as provided in Section 10 hereof , ending on the third anniversary of the Effective Date ( the Original Employment Term ) ; provided that the Employment Term shall be automatically extended , subject to earlier termination as provided in Section 10 hereof , for successive additional one ( 1 ) year periods ( the Additional Terms ) , unless , at least 30 days prior to the end of the Original Employment Term or the then Additional Term , the Company or Executive has notified the other in writing that the Employment Term shall terminate at the end of the then current term .


Registration Statement means the effective registration statement with Commission file No. 333-212546 which registers the sale of the Shares.

Registration Statement means the effective registration statement with Commission file No . 333 - 212546 which registers the sale of the Shares .


3.1Base Salary. During the Employment Term, the Company shall pay Executive an annual base salary of $750,000 per annum in cash (the Annual Base Salary). Executives Annual Base Salary will be subject to annual review by the Board. The Annual Base Salary due to Executive hereunder shall be paid in accordance with the general Company payroll practices.

3 . 1Base Salary . During the Employment Term , the Company shall pay Executive an annual base salary of $ 750 , 000 per annum in cash ( the Annual Base Salary ) . Executives Annual Base Salary will be subject to annual review by the Board . The Annual Base Salary due to Executive hereunder shall be paid in accordance with the general Company payroll practices .


5.1.2 (i) any payment default or other default occurs under any Indebtedness of Borrower or Guarantor that results in a redemption of or acceleration prior to maturity of Ten Million and No/100 Dollars ($10,000,000) or more of such Indebtedness in the aggregate; or (ii)any material default occurs under any Indebtedness of Borrower or Guarantor having an aggregate outstanding balance in excess of Twenty Five Million and No/100 Dollars ($25,000,000) or Borrower receives written notice of the occurrence of any default under any such Indebtedness, and in each case, such default continues uncured for more than ten Business Days;

5 . 1 . 2 ( i ) any payment default or other default occurs under any Indebtedness of Borrower or Guarantor that results in a redemption of or acceleration prior to maturity of Ten Million and No / 100 Dollars ( $ 10 , 000 , 000 ) or more of such Indebtedness in the aggregate ; or ( ii ) any material default occurs under any Indebtedness of Borrower or Guarantor having an aggregate outstanding balance in excess of Twenty Five Million and No / 100 Dollars ( $ 25 , 000 , 000 ) or Borrower receives written notice of the occurrence of any default under any such Indebtedness , and in each case , such default continues uncured for more than ten Business Days ;


f.Defend Trade Secrets Act. Pursuant to 18 USC 1833 (b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

f . Defend Trade Secrets Act . Pursuant to 18 USC 1833 ( b ) , an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret : ( i ) made in confidence to a government official , either directly or indirectly , or to an attorney , solely for the purpose of reporting or investigating a suspected violation of law or ( ii ) in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal . Additionally , an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding , so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .


b. Governing Law. The validity, construction, interpretation and enforceability of this Agreement and the capacity of the parties shall be determined and governed by the laws of the State of New Jersey without regard to conflicts of law.

b . Governing Law . The validity , construction , interpretation and enforceability of this Agreement and the capacity of the parties shall be determined and governed by the laws of the State of New Jersey without regard to conflicts of law .


| (i)| A change in the composition of the Board of the Company occurring within a rolling two-year period commencing on the Commencement Date and each annual anniversary thereafter, as a result of which fewer than a majority of the directors are Incumbent Directors. Incumbent Directors refers to the persons who were directors of either the Bank or the Company immediately before the beginning of such two-year period commencing on the Commencement Date; provided that any director who was not a director as of the Commencement Date shall be deemed to be an Incumbent Director if that director was elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds(2/3) of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest (relating to the election of directors) shall be deemed to be an Incumbent Director; ---|---|---

| ( i ) | A change in the composition of the Board of the Company occurring within a rolling two - year period commencing on the Commencement Date and each annual anniversary thereafter , as a result of which fewer than a majority of the directors are Incumbent Directors . Incumbent Directors refers to the persons who were directors of either the Bank or the Company immediately before the beginning of such two - year period commencing on the Commencement Date ; provided that any director who was not a director as of the Commencement Date shall be deemed to be an Incumbent Director if that director was elected to such board of directors by , or on the recommendation of or with the approval of , at least two - thirds ( 2 / 3 ) of the directors who then qualified as Incumbent Directors ; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest ( relating to the election of directors ) shall be deemed to be an Incumbent Director ; - - - | - - - | - - -


(a) Sale and Issuance. The Purchaser shall pay an aggregate of $8,750,000 for the Shares, which consist of 833,334 ClassA Shares, at a purchase price per Share (as may be adjusted pursuant to clauses (i)through (iii) below, the Purchase Price) of $10.50 , subject to the terms and conditions of this Agreement (including Section2(c)(iii) with respect to potential payment by Wang of a portion of the aggregate Purchase Price, which payment shall be in addition to the Purchasers payment of such $8,750,000 ). Immediately after the Closing, the Shares shall represent at least 5.34% of all issued and outstanding shares of Common Stock of the Company, on an as-converted basis. The Closing Date is expected to be no later than November30, 2017.

( a ) Sale and Issuance . The Purchaser shall pay an aggregate of $ 8 , 750 , 000 for the Shares , which consist of 833 , 334 ClassA Shares , at a purchase price per Share ( as may be adjusted pursuant to clauses ( i ) through ( iii ) below , the Purchase Price ) of $ 10 . 50 , subject to the terms and conditions of this Agreement ( including Section2 ( c ) ( iii ) with respect to potential payment by Wang of a portion of the aggregate Purchase Price , which payment shall be in addition to the Purchasers payment of such $ 8 , 750 , 000 ) . Immediately after the Closing , the Shares shall represent at least 5 . 34 % of all issued and outstanding shares of Common Stock of the Company , on an as - converted basis . The Closing Date is expected to be no later than November30 , 2017 .


Base Compensation. During the Term, Executives annual salary (the Base Compensation) shall be (i) no less than the annualized equivalent of $350,000 , (ii) subject to all appropriate federal and state withholding taxes and (iii) payable at the same times and under the same conditions as salaries are paid to the Companys other employees in accordance with the normal payroll practices of the Company. The Base Compensation shall be reviewed and may be increased from time to time following the Effective Date by the Board (or any applicable committee thereof) in its sole discretion applied consistent with this Section 3(a). The Base Compensation shall at all times during the Term be, and remain, more than the compensation of Executives subordinates at such times. If the Base Compensation is adjusted after the Effective Date, the Base Compensation defined above shall also be adjusted for all purposes of this Agreement.

Base Compensation . During the Term , Executives annual salary ( the Base Compensation ) shall be ( i ) no less than the annualized equivalent of $ 350 , 000 , ( ii ) subject to all appropriate federal and state withholding taxes and ( iii ) payable at the same times and under the same conditions as salaries are paid to the Companys other employees in accordance with the normal payroll practices of the Company . The Base Compensation shall be reviewed and may be increased from time to time following the Effective Date by the Board ( or any applicable committee thereof ) in its sole discretion applied consistent with this Section 3 ( a ) . The Base Compensation shall at all times during the Term be , and remain , more than the compensation of Executives subordinates at such times . If the Base Compensation is adjusted after the Effective Date , the Base Compensation defined above shall also be adjusted for all purposes of this Agreement .


THIS SUBLEASE AGREEMENT (this Lease) is entered into to be effective as of December30, 2016 (the Effective Date), between 1914 COMMERCE LEASING LLC , a Texas limited liability company (Landlord), whose address is c/o 1914 Commerce GM, Inc., 1800 Valley View Lane, Ste. 300, Farmers Branch, TX 75234, and The Dallas Morning News, Inc. , a Delaware corporation (Tenant), whose address until the Commencement Date (as hereinafter defined) is 508 Young Street, Dallas, Texas 75202, and whose address thereafter will be that of the Premises (as hereinafter defined).

THIS SUBLEASE AGREEMENT ( this Lease ) is entered into to be effective as of December30 , 2016 ( the Effective Date ) , between 1914 COMMERCE LEASING LLC , a Texas limited liability company ( Landlord ) , whose address is c / o 1914 Commerce GM , Inc . , 1800 Valley View Lane , Ste . 300 , Farmers Branch , TX 75234 , and The Dallas Morning News , Inc . , a Delaware corporation ( Tenant ) , whose address until the Commencement Date ( as hereinafter defined ) is 508 Young Street , Dallas , Texas 75202 , and whose address thereafter will be that of the Premises ( as hereinafter defined ) .


For Building 2: $1,199,745.00 , representing $45.00 per square foot of Building 2 Rentable Area. | ---|--- For Building 3:

For Building 2 : $ 1 , 199 , 745 . 00 , representing $ 45 . 00 per square foot of Building 2 Rentable Area . | - - - | - - - For Building 3 :


the individuals serving on the Board as of the date hereof (together with any new directors whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors as of the date hereof or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board; or |

the individuals serving on the Board as of the date hereof ( together with any new directors whose election by the Board or nomination for election by the Company ' s stockholders was approved by a vote of at least two - thirds ( 2 / 3 ) of the directors then still in office who either were directors as of the date hereof or whose election or nomination for election was previously so approved ) cease for any reason to constitute at least a majority of the Board ; or |


| | $ | 177,187.53 | Sublessee shall make all rent payments due hereunder on or before the first day of the month for which such rent is due.

| | $ | 177 , 187 . 53 | Sublessee shall make all rent payments due hereunder on or before the first day of the month for which such rent is due .


2.Term. The Company shall continue to employ the Executive and the Executive shall continue to serve the Company, on the terms and conditions set forth herein, for the period commencing on the Effective Date and expiring on the third anniversary of the Effective Date , unless sooner terminated as hereinafter set forth; provided, however, that the Term of this Agreement shall automatically be extended so that at all times , the balance of the Term shall not be less than three (3) years (as so extended, the Term).

2 . Term . The Company shall continue to employ the Executive and the Executive shall continue to serve the Company , on the terms and conditions set forth herein , for the period commencing on the Effective Date and expiring on the third anniversary of the Effective Date , unless sooner terminated as hereinafter set forth ; provided , however , that the Term of this Agreement shall automatically be extended so that at all times , the balance of the Term shall not be less than three ( 3 ) years ( as so extended , the Term ) .


1\. Term. The Company hereby employs Executive, and Executive hereby accepts such employment, for a term (as the same may be extended, the Term) commencing as of the Effective Date and continuing until December31, 2020 (the Initial Period) unless terminated earlier in accordance with the provisions of Section4\. Unless either party notifies the other party of non- renewal in writing, in accordance with Section10, not less than 90 days prior to the expiration of the Initial Period or any subsequent renewal period, the Term shall automatically be extended for successive one-year periods in accordance with the terms of this Agreement (subject to earlier termination as aforesaid).

1 \ . Term . The Company hereby employs Executive , and Executive hereby accepts such employment , for a term ( as the same may be extended , the Term ) commencing as of the Effective Date and continuing until December31 , 2020 ( the Initial Period ) unless terminated earlier in accordance with the provisions of Section4 \ . Unless either party notifies the other party of non - renewal in writing , in accordance with Section10 , not less than 90 days prior to the expiration of the Initial Period or any subsequent renewal period , the Term shall automatically be extended for successive one - year periods in accordance with the terms of this Agreement ( subject to earlier termination as aforesaid ) .


For and during the initial term of the Lease, Lessee shall pay to Lessor monthly rent of $ 225 per month . The monthly payment shall be due on the first day of each calendar month and payable in the total amount in parts.

For and during the initial term of the Lease , Lessee shall pay to Lessor monthly rent of $ 225 per month . The monthly payment shall be due on the first day of each calendar month and payable in the total amount in parts .


19.21 Arbitration. With respect to any dispute arising under this Lease, Landlord and Tenant shall first use good efforts to resolve such dispute or matter between themselves. If the parties have not been able to resolve such dispute or matter after thirty (30)days from the date of the parties became aware of such dispute or matter, either party may submit the same for settlement by arbitration in Metro Louisville, KY , in accordance with the procedural rules then governing the American Arbitration Association or any successor thereto. The decision of the arbitrator shall be final, conclusive and binding upon the parties, and a judgment may be obtained thereon in any court having jurisdiction. Landlord and Tenant shall each pay one-half ( 1/2) of the cost and expense of such arbitration, and each shall separately pay for its own attorneys fees and expenses.

19 . 21 Arbitration . With respect to any dispute arising under this Lease , Landlord and Tenant shall first use good efforts to resolve such dispute or matter between themselves . If the parties have not been able to resolve such dispute or matter after thirty ( 30 ) days from the date of the parties became aware of such dispute or matter , either party may submit the same for settlement by arbitration in Metro Louisville , KY , in accordance with the procedural rules then governing the American Arbitration Association or any successor thereto . The decision of the arbitrator shall be final , conclusive and binding upon the parties , and a judgment may be obtained thereon in any court having jurisdiction . Landlord and Tenant shall each pay one - half ( 1 / 2 ) of the cost and expense of such arbitration , and each shall separately pay for its own attorneys fees and expenses .


| (i)| During that period commencing August 15, 2017 and ending on the sooner of (a) the expiration of the Employment Period or (b) the last day of any month during the Employment period in which the Company shall have sold equity or debt securities generating net cash proceeds to the Company of Two Million Dollars ( $2,000,000 ) or more (Capital Raise) Employee shall receive from the Company 10,000 shares of the Company's Series M Preferred stock per month as compensation for Employees services pursuant to this Agreement . ---|---|--- | (ii)| During the period commencing the first day subsequent to the end of that month in which the successful completion by the Company of the Capital Raise shall have occurred and ending upon the expiration of the Employment Period, Company shall pay Employee salary at the rate of $16,667 per month prorated for any partial employment month ("Salary"). Salary shall be paid on a monthly basis (Payday). In the event that Payday falls on a Saturday, Sunday or holiday, Salary shall be paid on the next business day. Salary may be paid, at the Companys sole discretion, either in: ---|---|---

| ( i ) | During that period commencing August 15 , 2017 and ending on the sooner of ( a ) the expiration of the Employment Period or ( b ) the last day of any month during the Employment period in which the Company shall have sold equity or debt securities generating net cash proceeds to the Company of Two Million Dollars ( $ 2 , 000 , 000 ) or more ( Capital Raise ) Employee shall receive from the Company 10 , 000 shares of the Company ' s Series M Preferred stock per month as compensation for Employees services pursuant to this Agreement . - - - | - - - | - - - | ( ii ) | During the period commencing the first day subsequent to the end of that month in which the successful completion by the Company of the Capital Raise shall have occurred and ending upon the expiration of the Employment Period , Company shall pay Employee salary at the rate of $ 16 , 667 per month prorated for any partial employment month ( " Salary " ) . Salary shall be paid on a monthly basis ( Payday ) . In the event that Payday falls on a Saturday , Sunday or holiday , Salary shall be paid on the next business day . Salary may be paid , at the Companys sole discretion , either in : - - - | - - - | - - -


/s/ Jack J. Kane Name: Jack J. Kane Title: Managing Director BMO Financial Group 100 King Street, 23rd Floor Toronto Ontario M5X 1A1 Attention: Michael M. Johnson Telephone: (416) 867-6968 FAX: (416) 867-5785 Email: Michaelm.johnson@bmo.com [Signature Page to Forbearance Agreement and Second Amendment to

/ s / Jack J . Kane Name : Jack J . Kane Title : Managing Director BMO Financial Group 100 King Street , 23rd Floor Toronto Ontario M5X 1A1 Attention : Michael M . Johnson Telephone : ( 416 ) 867 - 6968 FAX : ( 416 ) 867 - 5785 Email : Michaelm . johnson @ bmo . com [ Signature Page to Forbearance Agreement and Second Amendment to


ordinance or the common law; or otherwise arising between Executive, on the one hand, and the Company or any of its Subsidiaries or Affiliates, on the other hand, the Parties shall (except to the extent otherwise provided in Section10(l) with respect to certain requests for injunctive relief) be submitted to binding arbitration before the American Arbitration Association (AAA) for resolution. Such arbitration shall be conducted in Las Vegas, Nevada, and the arbitrator will apply Nevada law, including federal law as applied in Nevada courts. The arbitration shall be conducted in accordance with the AAAs National Rules for the Resolution of Employment Disputes, as modified by the terms set forth in this Agreement. The arbitration will be conducted by a single arbitrator, who shall be an attorney who specializes in the field of employment law and shall have prior experience arbitrating employment disputes. The Company will pay the fees and costs of the Arbitrator and/or the AAA, except that if such arbitration is commenced by the Executive, then Executive will be responsible for paying the applicable filing fee not to exceed the fee that Executive would otherwise pay to file a lawsuit asserting the same claim in court. The arbitrator shall not have the authority to modify the terms of this Agreement except to the extent that the Agreement violates any governing statue, in which case the arbitrator may modify the Agreement solely as necessary to not conflict with such statute. The Arbitrator shall have the authority to award any remedy or relief that could a court of the State of Nevada or federal court located in the State of Nevada could grant in conformity with the applicable law on the basis of claims actually made in the arbitration. The Arbitrator shall render an award and written opinion which shall set forth the factual and legal basis for the award. The award of the arbitrator shall be final and binding on the Parties, and judgment on the award may be confirmed and entered in any state or federal court located in Las Vegas, Nevada. The arbitration shall be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with any such a claim, or the result of any arbitration (collectively, Arbitration Materials), to any third party, with the sole exception of Executives legal counsel, who Executive shall ensure adheres to all confidentiality terms in this Agreement. In the event of any court proceeding to challenge or enforce an arbitrators award, the Parties hereby consent to the exclusive jurisdiction of the state and federal courts in Nevada and agree to venue in that jurisdiction. The Parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal to the extent possible, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. Each Party agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement, and any court proceeding arising therefrom, provided, however, that if either party prevails substantially in such arbitration such party shall be entitled to an award by the arbitrator of his or its costs including reasonable attorneys fees. To the extent any dispute is found not to be subject to this arbitration provision, both Executive and Company hereby waive their respective rights to trial by jury.

ordinance or the common law ; or otherwise arising between Executive , on the one hand , and the Company or any of its Subsidiaries or Affiliates , on the other hand , the Parties shall ( except to the extent otherwise provided in Section10 ( l ) with respect to certain requests for injunctive relief ) be submitted to binding arbitration before the American Arbitration Association ( AAA ) for resolution . Such arbitration shall be conducted in Las Vegas , Nevada , and the arbitrator will apply Nevada law , including federal law as applied in Nevada courts . The arbitration shall be conducted in accordance with the AAAs National Rules for the Resolution of Employment Disputes , as modified by the terms set forth in this Agreement . The arbitration will be conducted by a single arbitrator , who shall be an attorney who specializes in the field of employment law and shall have prior experience arbitrating employment disputes . The Company will pay the fees and costs of the Arbitrator and / or the AAA , except that if such arbitration is commenced by the Executive , then Executive will be responsible for paying the applicable filing fee not to exceed the fee that Executive would otherwise pay to file a lawsuit asserting the same claim in court . The arbitrator shall not have the authority to modify the terms of this Agreement except to the extent that the Agreement violates any governing statue , in which case the arbitrator may modify the Agreement solely as necessary to not conflict with such statute . The Arbitrator shall have the authority to award any remedy or relief that could a court of the State of Nevada or federal court located in the State of Nevada could grant in conformity with the applicable law on the basis of claims actually made in the arbitration . The Arbitrator shall render an award and written opinion which shall set forth the factual and legal basis for the award . The award of the arbitrator shall be final and binding on the Parties , and judgment on the award may be confirmed and entered in any state or federal court located in Las Vegas , Nevada . The arbitration shall be conducted on a strictly confidential basis , and Executive shall not disclose the existence of a claim , the nature of a claim , any documents , exhibits , or information exchanged or presented in connection with any such a claim , or the result of any arbitration ( collectively , Arbitration Materials ) , to any third party , with the sole exception of Executives legal counsel , who Executive shall ensure adheres to all confidentiality terms in this Agreement . In the event of any court proceeding to challenge or enforce an arbitrators award , the Parties hereby consent to the exclusive jurisdiction of the state and federal courts in Nevada and agree to venue in that jurisdiction . The Parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding , agree to file all Confidential Information ( and documents containing Confidential Information ) under seal to the extent possible , and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement . Each Party agrees to pay its own costs and fees in connection with any arbitration of a dispute arising under this Agreement , and any court proceeding arising therefrom , provided , however , that if either party prevails substantially in such arbitration such party shall be entitled to an award by the arbitrator of his or its costs including reasonable attorneys fees . To the extent any dispute is found not to be subject to this arbitration provision , both Executive and Company hereby waive their respective rights to trial by jury .


[ANY AMENDMENTS TO CREDIT AGREEMENT TO BE INCORPORATED HERE]

[ ANY AMENDMENTS TO CREDIT AGREEMENT TO BE INCORPORATED HERE ]


2.8.Investments to Contractors. Section 6.20(j) of the Credit Agreement is amended by amending and restating it in its entirety as follows:

2 . 8 . Investments to Contractors . Section 6 . 20 ( j ) of the Credit Agreement is amended by amending and restating it in its entirety as follows :


| | ---|---|--- BANK OF AMERICA, N.A., as an LC Issuer, Swingline Lender and a Lender | By: | | /s/ Adam H. Fey Name: | | Adam H. Fey Title: | | Director BANK OF AMERICA, N.A.,< br/>

| | - - - | - - - | - - - BANK OF AMERICA , N . A . , as an LC Issuer , Swingline Lender and a Lender | By : | | / s / Adam H . Fey Name : | | Adam H . Fey Title : | | Director BANK OF AMERICA , N . A . , & lt ; br / & gt ;


| | ---|---|--- BANK OF AMERICA, N.A., as an LC Issuer, Swingline Lender and a Lender | By: | | Name: | | Title: | | BANK OF AMERICA, N.A.,< br/>

| | - - - | - - - | - - - BANK OF AMERICA , N . A . , as an LC Issuer , Swingline Lender and a Lender | By : | | Name : | | Title : | | BANK OF AMERICA , N . A . , & lt ; br / & gt ;


[Signature Page to Membership Interest Purchase Agreement ]

[ Signature Page to Membership Interest Purchase Agreement ]


9.6 Binding Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.

9 . 6 Binding Effect . This Agreement shall be binding upon the parties hereto , their respective successors and permitted assigns .


These Disclosure Schedules (these Disclosure Schedules) are being delivered pursuant to the Securities Purchase Agreement (the Purchase Agreement), dated as of March10, 2017, by and among IFMI, LLC , a Delaware limited liability company (the Company), DGC Family Fintech Trust , a trust established by Daniel G. Cohen, and solely for purposes of ArticleVI and Sections 7.3, 7.4, 7.5 and 7.6 thereof,Institutional Financial Markets,Inc., a Maryland corporation (the Parent). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.

These Disclosure Schedules ( these Disclosure Schedules ) are being delivered pursuant to the Securities Purchase Agreement ( the Purchase Agreement ) , dated as of March10 , 2017 , by and among IFMI , LLC , a Delaware limited liability company ( the Company ) , DGC Family Fintech Trust , a trust established by Daniel G . Cohen , and solely for purposes of ArticleVI and Sections 7 . 3 , 7 . 4 , 7 . 5 and 7 . 6 thereof , Institutional Financial Markets , Inc . , a Maryland corporation ( the Parent ) . Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement .


[PURCHASER SIGNATURE PAGES TO PULM SECURITIES PURCHASE AGREEMENT ]

[ PURCHASER SIGNATURE PAGES TO PULM SECURITIES PURCHASE AGREEMENT ]


LANDLORD: | | TENANT: ---|---|--- | | | | MINNETONKA WHITEWATER LLC , a Delaware limited liability company | | ASPIRITY HOLDINGS LLC , a Minnesota limited liability company By: RWIP Holdings, LLC, its Sole Member | | | | | | By: | | | By: | Name: | | | Name: | Title: | | | Title: |

LANDLORD : | | TENANT : - - - | - - - | - - - | | | | MINNETONKA WHITEWATER LLC , a Delaware limited liability company | | ASPIRITY HOLDINGS LLC , a Minnesota limited liability company By : RWIP Holdings , LLC , its Sole Member | | | | | | By : | | | By : | Name : | | | Name : | Title : | | | Title : |


Section 5.1. Term of Engagement. Consultants engagement shall commence on the Effective Date and shall continue until December 31, 2017 (end-of-engagement date), unless terminated sooner, as provided by this article of the Consulting Agreement . For the avoidance of doubt, failure to extend the term of engagement beyond the end-of-engagement date shall not be deemed to be a termination by the Company.

Section 5 . 1 . Term of Engagement . Consultants engagement shall commence on the Effective Date and shall continue until December 31 , 2017 ( end-of-engagement date ) , unless terminated sooner , as provided by this article of the Consulting Agreement . For the avoidance of doubt , failure to extend the term of engagement beyond the end-of-engagement date shall not be deemed to be a termination by the Company .


A.Executive is currently employed by the Company, pursuant to the terms of that certain employment agreement dated October 4, 2016 (the Prior Employment Agreement ) by and between Executive and the Company.

A . Executive is currently employed by the Company , pursuant to the terms of that certain employment agreement dated October 4 , 2016 ( the Prior Employment Agreement ) by and between Executive and the Company .