4.Registration Expenses . All fees and expenses incident to the Companys performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders, but not including any jurisdictions outside the United States) and (C) if not previously paid by the Company pursuant to Section 3(j) hereof, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or any legal fees or other costs of the Holders.

4 . Registration Expenses . All fees and expenses incident to the Companys performance of or compliance with its obligations under this Agreement ( excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder ) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement . The fees and expenses referred to in the foregoing sentence shall include , without limitation , ( i ) all registration and filing fees ( including , without limitation , fees and expenses ( A ) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading , ( B ) with respect to compliance with applicable state securities or Blue Sky laws ( including , without limitation , fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders , but not including any jurisdictions outside the United States ) and ( C ) if not previously paid by the Company pursuant to Section 3 ( j ) hereof , with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110 ) , ( ii ) printing expenses ( including , without limitation , expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement ) , ( iii ) messenger , telephone and delivery expenses , ( iv ) fees and disbursements of counsel for the Company , ( v ) Securities Act liability insurance , if the Company so desires such insurance , and ( vi ) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement . In addition , the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement ( including , without limitation , all salaries and expenses of its officers and employees performing legal or accounting duties ) , the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder . In no event shall the Company be responsible for any underwriting , broker or similar fees or commissions of any Holder or any legal fees or other costs of the Holders .


(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, amounts paid in settlement in accordance with Section 5(c) hereof, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys fees) and expenses (collectively, Losses), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company of the Securities Act , the Exchange Act or any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement, except to the extent, but only to the extent that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder, or to the extent that such information relates to such Holder or such Holders proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose); provided, that such untrue statement or alleged untrue statement or omission or alleged omission had not been corrected in such Prospectus or in any amendment or supplement thereto prior to, or concurrently with, the sale of Registrable Securities to the person asserting the applicable indemnification claim, or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(d) below, following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected, or (C) any such Losses arise out of the Purchasers (or any other indemnified Persons) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required pursuant to Rule 172 under the Securities Act ( or any successor rule), to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

( a ) Indemnification by the Company . The Company shall , notwithstanding any termination of this Agreement , indemnify and hold harmless each Holder , the officers , directors , agents , partners , members , managers , stockholders , Affiliates and employees of each of them , each Person who controls any such Holder ( within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act ) and the officers , directors , partners , members , managers , stockholders , agents and employees of each such controlling Person , to the fullest extent permitted by applicable law , from and against any and all losses , claims , damages , liabilities , amounts paid in settlement in accordance with Section 5 ( c ) hereof , costs ( including , without limitation , reasonable costs of preparation and investigation and reasonable attorneys fees ) and expenses ( collectively , Losses ) , as incurred , that arise out of or are based upon ( i ) any untrue or alleged untrue statement of a material fact contained in any Registration Statement , any Prospectus or in any amendment or supplement thereto ( it being understood that the Holder has approved Annex A hereto for this purpose ) , or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein ( in the case of any Prospectus or supplement thereto , in light of the circumstances under which they were made ) not misleading or ( ii ) any violation or alleged violation by the Company of the Securities Act , the Exchange Act or any state securities law , or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement , except to the extent , but only to the extent that ( A ) such untrue statements , alleged untrue statements , omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder , or to the extent that such information relates to such Holder or such Holders proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement , such Prospectus or in any amendment or supplement thereto ( it being understood that each Holder has approved Annex A hereto for this purpose ) ; provided , that such untrue statement or alleged untrue statement or omission or alleged omission had not been corrected in such Prospectus or in any amendment or supplement thereto prior to , or concurrently with , the sale of Registrable Securities to the person asserting the applicable indemnification claim , or ( B ) in the case of an occurrence of an event of the type specified in Section 3 ( c ) ( iii ) - ( vi ) , related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6 ( d ) below , following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected , or ( C ) any such Losses arise out of the Purchasers ( or any other indemnified Persons ) failure to send or give a copy of the Prospectus or supplement ( as then amended or supplemented ) , if required pursuant to Rule 172 under the Securities Act ( or any successor rule ) , to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement . The Company shall notify the Holders promptly of the institution , threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware . Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party ( as defined in Section 5 ( c ) ) and shall survive the transfer of the Registrable Securities by the Holders .


(a)If, at any time when there are Registrable Securities then outstanding aside from the period beginning on the date when the Company files the Initial Registration Statement with the Commission and ending on the date when the Commission declares the Initial Registration Statement effective, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than a registration statement relating to a rights offering, or on Form S-4 or Form S-8 (each as promulgated under the Securities Act ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of or merger with any entity or business or equity securities issuable in connection with the Companys equity incentive or other employee benefit plans), and even if there is such an effective Registration Statement covering all of the Registrable Securities, in the event that such offering for its own account or the account of others is to be underwritten, then the Company shall deliver to each Holder a written notice of such determination, and if, within ten (10) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of any Registrable Securities such Holder requests to be registered. The Company shall have the right to postpone, terminate or withdraw any registration initiated by it under this Section 6(a) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

( a ) If , at any time when there are Registrable Securities then outstanding aside from the period beginning on the date when the Company files the Initial Registration Statement with the Commission and ending on the date when the Commission declares the Initial Registration Statement effective , there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities ( other than a registration statement relating to a rights offering , or on Form S-4 or Form S-8 ( each as promulgated under the Securities Act ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of or merger with any entity or business or equity securities issuable in connection with the Companys equity incentive or other employee benefit plans ) , and even if there is such an effective Registration Statement covering all of the Registrable Securities , in the event that such offering for its own account or the account of others is to be underwritten , then the Company shall deliver to each Holder a written notice of such determination , and if , within ten ( 10 ) days after the date of the delivery of such notice , any such Holder shall so request in writing , the Company shall use its commercially reasonable efforts to include in such registration statement all or any part of any Registrable Securities such Holder requests to be registered . The Company shall have the right to postpone , terminate or withdraw any registration initiated by it under this Section 6 ( a ) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration .


Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act , disclosing (i) the name of such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by the selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law.

Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade , special offering , exchange distribution or secondary distribution or a purchase by a broker or dealer , we will file a supplement to this prospectus , if required , pursuant to Rule 424 ( b ) under the Securities Act , disclosing ( i ) the name of such selling stockholder and of the participating broker-dealer ( s ) , ( ii ) the number of shares involved , ( iii ) the price at which such shares of common stock were sold , ( iv ) the commissions paid or discounts or concessions allowed to such broker-dealer ( s ) , where applicable , ( v ) that such broker-dealer ( s ) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus , and ( vi ) other facts material to the transaction . In addition , upon being notified in writing by the selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock , we will file a supplement to this prospectus if then required in accordance with applicable securities law .


The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act .< br/>

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales . In such event , any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act . & lt ; br / & gt ;


The undersigned holder of shares of the common stock, par value $0.0001 per share, of Corindus Vascular Robotics, Inc. (the Company) understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 (the Resale Registration Statement) for the registration and the resale under Rule 415 of the Securities Act of 1933 , as amended (the Securities Act ), of the Registrable Securities in accordance with the terms of the Registration Rights Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

The undersigned holder of shares of the common stock , par value $ 0 . 0001 per share , of Corindus Vascular Robotics , Inc . ( the Company ) understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 , or if Form S-3 is not available , Form S-1 ( the Resale Registration Statement ) for the registration and the resale under Rule 415 of the Securities Act of 1933 , as amended ( the Securities Act ) , of the Registrable Securities in accordance with the terms of the Registration Rights Agreement . All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement .


In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the Prospectus), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act ) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus.

In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement , a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto ( as so supplemented , the Prospectus ) , deliver the Prospectus to purchasers of Registrable Securities ( including pursuant to Rule 172 under the Securities Act ) and be bound by the provisions of the Registration Rights Agreement ( including certain indemnification provisions , as described below ) . Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus .


This Investor Questionnaire (this Questionnaire) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.0001 per share (the Securities), of Corindus Vascular Robotics, Inc., a Delaware corporation (the Company). The Securities are being offered and sold by the Company without registration under the Securities Act of 1933 , as amended (the Act), and the securities laws of certain states, in reliance on the exemptions contained in Section4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Company must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Company that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration is based in part on the information herein supplied.

This Investor Questionnaire ( this Questionnaire ) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock , par value $ 0 . 0001 per share ( the Securities ) , of Corindus Vascular Robotics , Inc . , a Delaware corporation ( the Company ) . The Securities are being offered and sold by the Company without registration under the Securities Act of 1933 , as amended ( the Act ) , and the securities laws of certain states , in reliance on the exemptions contained in Section4 ( 2 ) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws . The Company must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor . The purpose of this Questionnaire is to assure the Company that each investor will meet the applicable suitability requirements . The information supplied by you will be used in determining whether you meet such criteria , and reliance upon the private offering exemptions from registration is based in part on the information herein supplied .


______ (1) A bank as defined in Section 3(a)(2) of the Securities Act , or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

______ ( 1 ) A bank as defined in Section 3 ( a ) ( 2 ) of the Securities Act , or any savings and loan association or other institution as defined in Section 3 ( a ) ( 5 ) ( A ) of the Securities Act whether acting in its individual or fiduciary capacity ;


______ (4) An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act;

______ ( 4 ) An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2 ( a ) ( 48 ) of such act ;


______ (5) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 ;

______ ( 5 ) A Small Business Investment Company licensed by the U . S . Small Business Administration under Section 301 ( c ) or ( d ) of the Small Business Investment Act of 1958 ;


3.The execution, delivery and performance of the Transaction Documents by the Company, the compliance with the terms and provisions thereof by the Company and the issuance and sale of the Securities by the Company will not (a) violate the provisions of the Companys Certificate of Incorporation or Bylaws, (b) violate any law, rule or regulation of the United States of America, the Commonwealth of Massachusetts or the State of Delaware that in our experience is normally applicable to transactions of the type contemplated by the Transaction Documents or (c) violate any agreement to which the Company is a party or bound (this opinion being limited (i) to those agreements identified on Exhibit A attached hereto (the Material Contracts) and (ii) in that we express no opinion with respect to any violation or default (x) arising under or based upon any cross-default provision insofar as it relates to a violation or default under an agreement not identified on Exhibit A attached hereto, (y) arising as a result of any violation or default under any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation or (z) under any provisions therein relating to the occurrence of a material adverse event or words of similar import).

3 . The execution , delivery and performance of the Transaction Documents by the Company , the compliance with the terms and provisions thereof by the Company and the issuance and sale of the Securities by the Company will not ( a ) violate the provisions of the Companys Certificate of Incorporation or Bylaws , ( b ) violate any law , rule or regulation of the United States of America , the Commonwealth of Massachusetts or the State of Delaware that in our experience is normally applicable to transactions of the type contemplated by the Transaction Documents or ( c ) violate any agreement to which the Company is a party or bound ( this opinion being limited ( i ) to those agreements identified on Exhibit A attached hereto ( the Material Contracts ) and ( ii ) in that we express no opinion with respect to any violation or default ( x ) arising under or based upon any cross-default provision insofar as it relates to a violation or default under an agreement not identified on Exhibit A attached hereto , ( y ) arising as a result of any violation or default under any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation or ( z ) under any provisions therein relating to the occurrence of a material adverse event or words of similar import ) .


4.No consent, approval, authorization or order of, or filing, declaration or registration with, any federal, Delaware or Massachusetts governmental agency or body or any court is required in connection with the execution, delivery or performance of the Transaction Documents by the Company, or in connection with the issuance or sale of the Securities by the Company to the Purchasers, except (i) the filing with the Securities and Exchange Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) filings required by applicable state securities laws, (iii) the filing of a Notice of Sale of Securities on Form D with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933 , as amended, (iv) the filing of any requisite notices and/or application(s) to the NYSE MKT for the issuance and sale of the Securities for trading or quotation, as the case may be, thereon in the time and manner required thereby, and (v) those that have been made or obtained prior to the date hereof.

4 . No consent , approval , authorization or order of , or filing , declaration or registration with , any federal , Delaware or Massachusetts governmental agency or body or any court is required in connection with the execution , delivery or performance of the Transaction Documents by the Company , or in connection with the issuance or sale of the Securities by the Company to the Purchasers , except ( i ) the filing with the Securities and Exchange Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement , ( ii ) filings required by applicable state securities laws , ( iii ) the filing of a Notice of Sale of Securities on Form D with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933 , as amended , ( iv ) the filing of any requisite notices and / or application ( s ) to the NYSE MKT for the issuance and sale of the Securities for trading or quotation , as the case may be , thereon in the time and manner required thereby , and ( v ) those that have been made or obtained prior to the date hereof .


7.The Company is not required to register as an investment company, as such term is defined in the Investment Company Act of 1940 , as amended.

7 . The Company is not required to register as an investment company , as such term is defined in the Investment Company Act of 1940 , as amended .


Miller Place, New York 11764


You acknowledge and agree that so long as you have received written confirmation from the Companys legal counsel that a registration statement covering resales of the Shares has been declared effective by the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 , as amended (the Securities Act ), and a copy of such registration statement, then, unless otherwise required by law, you shall use your commercially reasonable efforts to issue the certificates representing the Shares registered in the names of such Holders or transferees, as the case may be, within three (3) Business Days of your receipt of a notice of transfer of Shares, and such certificates shall not bear any legend restricting transfer of the Shares thereby and should not be subject to any stop-transfer restriction.

You acknowledge and agree that so long as you have received written confirmation from the Companys legal counsel that a registration statement covering resales of the Shares has been declared effective by the Securities and Exchange Commission ( the Commission ) under the Securities Act of 1933 , as amended ( the Securities Act ) , and a copy of such registration statement , then , unless otherwise required by law , you shall use your commercially reasonable efforts to issue the certificates representing the Shares registered in the names of such Holders or transferees , as the case may be , within three ( 3 ) Business Days of your receipt of a notice of transfer of Shares , and such certificates shall not bear any legend restricting transfer of the Shares thereby and should not be subject to any stop-transfer restriction .


A form of written confirmation from the Companys outside legal counsel that a registration statement covering resales of the Shares has been declared effective by the Commission under the Securities Act ( which confirmation shall be delivered to you upon effectiveness of the registration statement) is attached hereto as Annex A.

A form of written confirmation from the Companys outside legal counsel that a registration statement covering resales of the Shares has been declared effective by the Commission under the Securities Act ( which confirmation shall be delivered to you upon effectiveness of the registration statement ) is attached hereto as Annex A .


Corindus Vascular Robotics, Inc., a Delaware corporation (the Company), has entered into a Securities Purchase Agreement, dated as of [], 2017, with the buyers named therein (collectively, thePurchasers) pursuant to which the Company issued to the Purchasers shares of the Companys common stock, $0.0001 par value per share (the Common Stock). Pursuant to that certain Registration Rights Agreement of even date, the Company agreed to register the resale of the Common Stocks (theRegistrable Securities), under the Securities Act of 1933 , as amended (the Securities Act ). In connection with the Companys obligations under the Registration Rights Agreement, on [___], 2017, the Company filed a Registration Statement on Form S-3 (File No.333-) (the Registration Statement) with the Securities and Exchange Commission (the Commission) relating to the Registrable Securities which names each of the Purchasers as a selling stockholder thereunder and set forth as Exhibit A hereto.

Corindus Vascular Robotics , Inc . , a Delaware corporation ( the Company ) , has entered into a Securities Purchase Agreement , dated as of [ ] , 2017 , with the buyers named therein ( collectively , thePurchasers ) pursuant to which the Company issued to the Purchasers shares of the Companys common stock , $ 0 . 0001 par value per share ( the Common Stock ) . Pursuant to that certain Registration Rights Agreement of even date , the Company agreed to register the resale of the Common Stocks ( theRegistrable Securities ) , under the Securities Act of 1933 , as amended ( the Securities Act ) . In connection with the Companys obligations under the Registration Rights Agreement , on [ ___ ] , 2017 , the Company filed a Registration Statement on Form S-3 ( File No . 333 - ) ( the Registration Statement ) with the Securities and Exchange Commission ( the Commission ) relating to the Registrable Securities which names each of the Purchasers as a selling stockholder thereunder and set forth as Exhibit A hereto .


In connection with the foregoing, we advise you that a member of the Commissions staff has advised us by telephone that the Commission has entered an order declaring the Registration Statement effective under the Securities Act at ____ [a.m.][p.m.] on [___], 2017, and we have no knowledge, after telephonic inquiry of a member of the staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Commission and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. Based upon the foregoing, we are of the opinion that as of the date of this opinion, the Registrable Securities have been duly authorized and, when issued by you, will be validly issued, fully paid and non-assessable, and are registered for resale under the Securities Act under the effective Registration Statement and may be issued without a restrictive legend.

In connection with the foregoing , we advise you that a member of the Commissions staff has advised us by telephone that the Commission has entered an order declaring the Registration Statement effective under the Securities Act at ____ [ a . m . ] [ p . m . ] on [ ___ ] , 2017 , and we have no knowledge , after telephonic inquiry of a member of the staff , that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before , or threatened by , the Commission and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement . Based upon the foregoing , we are of the opinion that as of the date of this opinion , the Registrable Securities have been duly authorized and , when issued by you , will be validly issued , fully paid and non-assessable , and are registered for resale under the Securities Act under the effective Registration Statement and may be issued without a restrictive legend .


(a)Subject to Section13(e), in the event that (i)a determination is made by the Disinterested Directors (and, for the avoidance of doubt, not by the Independent Counsel) pursuant to Section11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii)any Advance of Expenses is not timely made pursuant to Section9 of this Agreement, (iii)no determination of entitlement to indemnification shall have been made pursuant to Section11(a) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv)payment of indemnification is not made pursuant to Section5 or 6 or the last sentence of Section11(a) of this Agreement within thirty (30)days after receipt by the Company of a written request therefor, or (v)payment of indemnification pursuant to Section3, 4 or 7 of this Agreement is not made within thirty (30)days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification or any Advance of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one hundred eighty (180)days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section5 of this Agreement. The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration.

( a ) Subject to Section13 ( e ) , in the event that ( i ) a determination is made by the Disinterested Directors ( and , for the avoidance of doubt , not by the Independent Counsel ) pursuant to Section11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement , ( ii ) any Advance of Expenses is not timely made pursuant to Section9 of this Agreement , ( iii ) no determination of entitlement to indemnification shall have been made pursuant to Section11 ( a ) of this Agreement within 60 days after receipt by the Company of the request for indemnification , ( iv ) payment of indemnification is not made pursuant to Section5 or 6 or the last sentence of Section11 ( a ) of this Agreement within thirty ( 30 ) days after receipt by the Company of a written request therefor , or ( v ) payment of indemnification pursuant to Section3 , 4 or 7 of this Agreement is not made within thirty ( 30 ) days after a determination has been made that Indemnitee is entitled to indemnification , Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification or any Advance of Expenses . Alternatively , Indemnitee , at his or her option , may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association . Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one hundred eighty ( 180 ) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section13 ( a ) ; provided , however , that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section5 of this Agreement . The Company shall not oppose Indemnitees right to seek any such adjudication or award in arbitration .


\- Signature Page to Indemnification Agreement -

\ - Signature Page to Indemnification Agreement -


This Indemnification Agreement is dated as of _________, 2017 (this Agreement) and is between National Vision Holdings, Inc. , a Delaware corporation (the Company), and [Name of director] (Indemnitee).

This Indemnification Agreement is dated as of _________ , 2017 ( this Agreement ) and is between National Vision Holdings , Inc . , a Delaware corporation ( the Company ) , and [ Name of director ] ( Indemnitee ) .


(c) Section 16(b) Matters. To indemnify Indemnitee on account of any suit in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 , as amended.

( c ) Section 16 ( b ) Matters . To indemnify Indemnitee on account of any suit in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16 ( b ) of the Securities Exchange Act of 1934 , as amended .


[Signature Page to Indemnification Agreement ]

[ Signature Page to Indemnification Agreement ]


This Separation and Release Agreement (this Agreement) is entered by and between Louis A. Bianco (Executive) and CTI BioPharma Corp. , a Washington corporation (the Company), on this 13th day of March, 2017 (the Effective Date).

This Separation and Release Agreement ( this Agreement ) is entered by and between Louis A . Bianco ( Executive ) and CTI BioPharma Corp . , a Washington corporation ( the Company ) , on this 13th day of March , 2017 ( the Effective Date ) .


pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act ( COBRA), at the same or reasonably equivalent medical coverage under the group medical program available to the Companys employees generally for Executive (and, if applicable, Executives spouse and eligible dependents) as in effect immediately prior to the Separation Date, to the extent that Executive elects such continued coverage; provided that the Companys obligation to make any payment or reimbursement pursuant to this Section 4(b) shall commence with continuation coverage for April 2017 and shall cease with continuation coverage for September 2018 (or, if earlier, shall cease upon the first to occur of Executives death, the date Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to Executive). To the extent Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Companys obligation to pay or reimburse for premiums pursuant to this Section 4(b) does not apply to: (i) any coverage that the Company (or one of its affiliates) is not required to offer Executive pursuant to COBRA; (ii) dental, vision, or other non-medical coverage; and (iii) to any executive-level (or similar) coverage that is not available to the Companys employees generally; and | ---|--- (c)

pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act ( COBRA ) , at the same or reasonably equivalent medical coverage under the group medical program available to the Companys employees generally for Executive ( and , if applicable , Executives spouse and eligible dependents ) as in effect immediately prior to the Separation Date , to the extent that Executive elects such continued coverage ; provided that the Companys obligation to make any payment or reimbursement pursuant to this Section 4 ( b ) shall commence with continuation coverage for April 2017 and shall cease with continuation coverage for September 2018 ( or , if earlier , shall cease upon the first to occur of Executives death , the date Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to Executive ) . To the extent Executive elects COBRA coverage , he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place . The Companys obligation to pay or reimburse for premiums pursuant to this Section 4 ( b ) does not apply to : ( i ) any coverage that the Company ( or one of its affiliates ) is not required to offer Executive pursuant to COBRA ; ( ii ) dental , vision , or other non-medical coverage ; and ( iii ) to any executive-level ( or similar ) coverage that is not available to the Companys employees generally ; and | - - - | - - - ( c )


a stock option to purchase up to 160,000 shares of Company common stock at a per share exercise price of $12.40 . As a result of this Agreement, all of the Options are vested as of the Separation Date, and each such Option shall remain exercisable through the first to occur of (i) the date that is twenty-one (21) months after the Separation Date and (ii) the expiration date of the Option as provided in the applicable option agreement; provided, however, that each such Option shall remain subject to earlier termination in connection with a change in control of the Company or a similar corporate transaction in accordance with the provisions of the equity incentive plan and/or option agreement applicable to such Option.

a stock option to purchase up to 160 , 000 shares of Company common stock at a per share exercise price of $ 12 . 40 . As a result of this Agreement , all of the Options are vested as of the Separation Date , and each such Option shall remain exercisable through the first to occur of ( i ) the date that is twenty-one ( 21 ) months after the Separation Date and ( ii ) the expiration date of the Option as provided in the applicable option agreement ; provided , however , that each such Option shall remain subject to earlier termination in connection with a change in control of the Company or a similar corporate transaction in accordance with the provisions of the equity incentive plan and / or option agreement applicable to such Option .


11.Arbitration. Any non-time barred, legally actionable controversy or claim arising out of or relating to this Agreement or any agreement evidencing an Option, the enforcement, arbitrability or interpretation of any such agreement, or because of an alleged breach, default, or misrepresentation in connection with any such agreements provisions, or any other non-time barred, legally actionable controversy or claim arising out of or relating to Executives employment or association with the Company or termination of the same, including, without limiting the generality of the foregoing, any alleged violation of state or federal statute, common law or constitution, shall be submitted to individual, final and binding arbitration, to be held in King County, Washington, before a panel of three arbitrators selected from Judicial Arbitration and Mediation Services, Inc. (JAMS), in accordance with the then-current JAMS Arbitration Rules and Procedures for employment disputes, as modified by the terms and conditions in this Section (which may be found at www.jamsadr.com under the Rules/Clauses tab). The parties will select the arbitrator by mutual agreement or, if the parties cannot agree, then by striking from a list of qualified arbitrators supplied by JAMS from their labor and employment law panel. Final resolution of any dispute through arbitration may include any remedy or relief that is provided for through any applicable state or federal statutes, or common law. Statutes of limitations shall be the same as would be applicable were the action to be brought in court. The arbitrator selected pursuant to this Agreement

11 . Arbitration . Any non-time barred , legally actionable controversy or claim arising out of or relating to this Agreement or any agreement evidencing an Option , the enforcement , arbitrability or interpretation of any such agreement , or because of an alleged breach , default , or misrepresentation in connection with any such agreements provisions , or any other non-time barred , legally actionable controversy or claim arising out of or relating to Executives employment or association with the Company or termination of the same , including , without limiting the generality of the foregoing , any alleged violation of state or federal statute , common law or constitution , shall be submitted to individual , final and binding arbitration , to be held in King County , Washington , before a panel of three arbitrators selected from Judicial Arbitration and Mediation Services , Inc . ( JAMS ) , in accordance with the then-current JAMS Arbitration Rules and Procedures for employment disputes , as modified by the terms and conditions in this Section ( which may be found at www . jamsadr . com under the Rules / Clauses tab ) . The parties will select the arbitrator by mutual agreement or , if the parties cannot agree , then by striking from a list of qualified arbitrators supplied by JAMS from their labor and employment law panel . Final resolution of any dispute through arbitration may include any remedy or relief that is provided for through any applicable state or federal statutes , or common law . Statutes of limitations shall be the same as would be applicable were the action to be brought in court . The arbitrator selected pursuant to this Agreement


3101 Western Avenue, Suite 600


(g)Governing Law. This Agreement shall be deemed to have been executed and delivered within the State of Washington, and, except for Section 11, which shall be governed by the Federal Arbitration Act ( both substantively and procedurally), the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Washington without regard to principles of conflict of laws. The parties agree that

( g ) Governing Law . This Agreement shall be deemed to have been executed and delivered within the State of Washington , and , except for Section 11 , which shall be governed by the Federal Arbitration Act ( both substantively and procedurally ) , the rights and obligations of the parties hereunder shall be construed and enforced in accordance with , and governed by , the laws of the State of Washington without regard to principles of conflict of laws . The parties agree that


(l) Supplementary Documents . All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

( l ) Supplementary Documents . All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms .


As a condition of CTI BioPharma Corp. , a Washington corporation (together with its affiliates, successors or assigns, the Company) entering into that certain Separation and Release Agreement, dated March 13, 2017, by and between me and the Company (the Separation Agreement), and for other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I agree to the following:

As a condition of CTI BioPharma Corp . , a Washington corporation ( together with its affiliates , successors or assigns , the Company ) entering into that certain Separation and Release Agreement , dated March 13 , 2017 , by and between me and the Company ( the Separation Agreement ) , and for other good and valuable consideration , the receipt and sufficiency of which I hereby acknowledge , I agree to the following :


EX-10.1 2 exh10_1.htm RETIREMENT AND RELEASE AGREEMENT, DATED FEBRUARY 23, 2017, BETWEEN PROFIRE ENERGY, INC. AND HAROLD ALBERT

EX-10 . 1 2 exh10_1 . htm RETIREMENT AND RELEASE AGREEMENT , DATED FEBRUARY 23 , 2017 , BETWEEN PROFIRE ENERGY , INC . AND HAROLD ALBERT


(e) For and in consideration of the Consideration, and for other good and valuable consideration set forth herein, you, for and on behalf of yourself and your heirs, administrators, executors and assigns, effective the date hereof, do fully and forever release, remise and discharge Profire and each member of the Company Group, and each of their direct and indirect parents, subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees and agents (collectively, the "Company Parties"), from any and all claims whatsoever up to the Retirement Date which you had, may have had, or now have against the Company Parties, for or by reason of any matter, cause or thing whatsoever, including without limitation any claim arising out of or attributable to your Employment or the termination of your Employment with Profire or any member of the Company Group whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, failure to hire, re-hire, or contract with as an independent contractor, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual orientation. This release of claims includes, but is not limited to, all claims arising under the Civil Rights Act of 1866, 42 U.S.C . 1981 et seq.; the Civil Rights Act of 1964 , 42 U.S.C. 2000 et seq.; the Civil Rights Act of 1991 ; the Rehabilitation Act of 1973 , 29 U.S.C. 701 et seq.; the Americans with Disabilities Act, 42 U.S.C . 1201 et seq.; the Family and Medical Leave Act, 29 U.S.C. 2601 et seq.; the National Labor Relations Act, 29 U.S.C. 151 et seq.; the Fair Labor Standards Act, 29 U.S.C. 201 et seq.; the Vietnam Era Veterans' Readjustment Assistance Act of 1974 ; the Employee Retirement Income Security Act of 1974 , 29 U.S.C. 1001 et seq., the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 , et seq.; the Fair Credit Reporting Act, 15 U.S.C . 1681 et seq.; the Age Discrimination in Employment Act of 1967 , 29 U.S.C. 621 et seq.; the Equal Pay Act; the Utah Fair Employment and Housing Act; the Utah Family Rights Act; the Alberta Employment Standards Code, the Alberta Human Rights Act, the Alberta Personal Information Protection Act, and the Alberta Workers Compensation Act and any other federal, state, provincial or local human or civil rights, wage-hour, pension or labor law, rule and/or regulation, each as may be amended from time to time, and all other federal, state, provincial and local laws, the common law and any other purported restriction on an employer's right to terminate the employment of employees. As used in this Agreement, the term "claims" will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys' fees, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise. The parties intend the release contained herein to be a general release of any and all claims to the fullest extent permitted by applicable law.

( e ) For and in consideration of the Consideration , and for other good and valuable consideration set forth herein , you , for and on behalf of yourself and your heirs , administrators , executors and assigns , effective the date hereof , do fully and forever release , remise and discharge Profire and each member of the Company Group , and each of their direct and indirect parents , subsidiaries and affiliates , together with their respective officers , directors , partners , shareholders , employees and agents ( collectively , the " Company Parties " ) , from any and all claims whatsoever up to the Retirement Date which you had , may have had , or now have against the Company Parties , for or by reason of any matter , cause or thing whatsoever , including without limitation any claim arising out of or attributable to your Employment or the termination of your Employment with Profire or any member of the Company Group whether for tort , breach of express or implied employment contract , intentional infliction of emotional distress , wrongful termination , failure to hire , re-hire , or contract with as an independent contractor , unjust dismissal , defamation , libel or slander , or under any federal , state or local law dealing with discrimination based on age , race , sex , national origin , handicap , religion , disability or sexual orientation . This release of claims includes , but is not limited to , all claims arising under the Civil Rights Act of 1866 , 42 U . S . C . 1981 et seq . ; the Civil Rights Act of 1964 , 42 U . S . C . 2000 et seq . ; the Civil Rights Act of 1991 ; the Rehabilitation Act of 1973 , 29 U . S . C . 701 et seq . ; the Americans with Disabilities Act , 42 U . S . C . 1201 et seq . ; the Family and Medical Leave Act , 29 U . S . C . 2601 et seq . ; the National Labor Relations Act , 29 U . S . C . 151 et seq . ; the Fair Labor Standards Act , 29 U . S . C . 201 et seq . ; the Vietnam Era Veterans ' Readjustment Assistance Act of 1974 ; the Employee Retirement Income Security Act of 1974 , 29 U . S . C . 1001 et seq . , the Occupational Safety and Health Act , 29 U . S . C . 651 et seq . ; the Worker Adjustment and Retraining Notification Act , 29 U . S . C . 2101 , et seq . ; the Fair Credit Reporting Act , 15 U . S . C . 1681 et seq . ; the Age Discrimination in Employment Act of 1967 , 29 U . S . C . 621 et seq . ; the Equal Pay Act ; the Utah Fair Employment and Housing Act ; the Utah Family Rights Act ; the Alberta Employment Standards Code , the Alberta Human Rights Act , the Alberta Personal Information Protection Act , and the Alberta Workers Compensation Act and any other federal , state , provincial or local human or civil rights , wage-hour , pension or labor law , rule and / or regulation , each as may be amended from time to time , and all other federal , state , provincial and local laws , the common law and any other purported restriction on an employer ' s right to terminate the employment of employees . As used in this Agreement , the term " claims " will include all claims , covenants , warranties , promises , undertakings , actions , suits , causes of action , obligations , debts , accounts , attorneys ' fees , judgments , losses and liabilities , of whatsoever kind or nature , in law , equity or otherwise . The parties intend the release contained herein to be a general release of any and all claims to the fullest extent permitted by applicable law .


3. Opportunity for Review; Acceptance. You have until 21 days after receiving this agreement from the Company (the "Review Period") to review and consider this Agreement. To accept this Agreement, and the terms and conditions contained herein, prior to the expiration of the Review Period, you must execute and date this Agreement where indicated below and return the executed copy of the Agreement to Profire. In the event of your failure to execute and deliver this Agreement prior to the expiration of the Review Period, this Agreement will be null and void and of no effect, and neither Profire nor any member of the Company Group will have any obligations hereunder. By execution of this Agreement, you expressly waive any and all rights or claims arising under the Age Discrimination in Employment Act of 1967 ("ADEA") and: (a) You acknowledge that this waiver of rights or claims arising under the ADEA is in writing, and is knowing, voluntary and understood by you; (b) You expressly understand that this waiver specifically refers to rights or claims arising under the ADEA; (c) You expressly understand that by execution of this Agreement, you do not waive any rights or claims under the ADEA that may arise after the date the waiver is executed; (d) You acknowledge that the waiver of rights or claims arising under the ADEA is in exchange for the Consideration, which is above and beyond that to which you are entitled; (e) You acknowledge that Profire is expressly advising you to consult with an attorney of your choosing prior to executing this Agreement; (f) You have been advised by Profire that you are entitled to up to twenty-one (21) days from receipt of this Agreement within which to consider this Agreement, which period is referred to as the Review Period; (g) You acknowledge that you have been advised by Profire that you are entitled to revoke (in the event you execute this Agreement) this waiver of rights or claims arising under the ADEA within seven (7) days after executing this Agreement and that said waiver will not be, and does not become, effective or enforceable until the seven (7) day revocation period has expired (the "Revocation Period"); (h) The parties agree that should you exercise your right to revoke the waiver under subparagraph (g) hereof, this entire Agreement, and its obligations, including, but not limited to the obligation to provide you with Consideration and any other benefits, are null, void and of no effect; (i) You acknowledge and agree that you will communicate your decision to accept or reject this Agreement to Profire as provided herein; and (j) nothing in this Agreement will be construed to prohibit you from filing a charge or complaint, including a challenge to the validity of the waiver provision of this Agreement, with the Equal Employment Opportunity Commission or participating in any investigation conducted by the Equal Employment Opportunity Commission, though you have waived any right to monetary relief. Should you elect to revoke this Agreement within the Revocation Period, a written notice of revocation will be delivered to the Company, Attn: Ryan Oviatt, 321 South 1250 West, Suite 1, Lindon, UT 84042.

3 . Opportunity for Review ; Acceptance . You have until 21 days after receiving this agreement from the Company ( the " Review Period " ) to review and consider this Agreement . To accept this Agreement , and the terms and conditions contained herein , prior to the expiration of the Review Period , you must execute and date this Agreement where indicated below and return the executed copy of the Agreement to Profire . In the event of your failure to execute and deliver this Agreement prior to the expiration of the Review Period , this Agreement will be null and void and of no effect , and neither Profire nor any member of the Company Group will have any obligations hereunder . By execution of this Agreement , you expressly waive any and all rights or claims arising under the Age Discrimination in Employment Act of 1967 ( " ADEA " ) and : ( a ) You acknowledge that this waiver of rights or claims arising under the ADEA is in writing , and is knowing , voluntary and understood by you ; ( b ) You expressly understand that this waiver specifically refers to rights or claims arising under the ADEA ; ( c ) You expressly understand that by execution of this Agreement , you do not waive any rights or claims under the ADEA that may arise after the date the waiver is executed ; ( d ) You acknowledge that the waiver of rights or claims arising under the ADEA is in exchange for the Consideration , which is above and beyond that to which you are entitled ; ( e ) You acknowledge that Profire is expressly advising you to consult with an attorney of your choosing prior to executing this Agreement ; ( f ) You have been advised by Profire that you are entitled to up to twenty-one ( 21 ) days from receipt of this Agreement within which to consider this Agreement , which period is referred to as the Review Period ; ( g ) You acknowledge that you have been advised by Profire that you are entitled to revoke ( in the event you execute this Agreement ) this waiver of rights or claims arising under the ADEA within seven ( 7 ) days after executing this Agreement and that said waiver will not be , and does not become , effective or enforceable until the seven ( 7 ) day revocation period has expired ( the " Revocation Period " ) ; ( h ) The parties agree that should you exercise your right to revoke the waiver under subparagraph ( g ) hereof , this entire Agreement , and its obligations , including , but not limited to the obligation to provide you with Consideration and any other benefits , are null , void and of no effect ; ( i ) You acknowledge and agree that you will communicate your decision to accept or reject this Agreement to Profire as provided herein ; and ( j ) nothing in this Agreement will be construed to prohibit you from filing a charge or complaint , including a challenge to the validity of the waiver provision of this Agreement , with the Equal Employment Opportunity Commission or participating in any investigation conducted by the Equal Employment Opportunity Commission , though you have waived any right to monetary relief . Should you elect to revoke this Agreement within the Revocation Period , a written notice of revocation will be delivered to the Company , Attn : Ryan Oviatt , 321 South 1250 West , Suite 1 , Lindon , UT 84042 .


The geographic limitation to this Section 6 is the United States of America, Canada, Brazil , and Australia. Notwithstanding your obligations under this Section 6, you will be entitled to own, as a passive investor, up to five percent (5%) of any publicly traded company without violating this provision.

The geographic limitation to this Section 6 is the United States of America , Canada , Brazil , and Australia . Notwithstanding your obligations under this Section 6 , you will be entitled to own , as a passive investor , up to five percent ( 5 % ) of any publicly traded company without violating this provision .


17. Amendments; Waiver . This Agreement may not be altered or amended, and no right hereunder may be waived, except by an instrument executed by each of the parties hereto. No waiver of any term, provision, or condition of this Agreement, in any one or more instances, will be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

17 . Amendments ; Waiver . This Agreement may not be altered or amended , and no right hereunder may be waived , except by an instrument executed by each of the parties hereto . No waiver of any term , provision , or condition of this Agreement , in any one or more instances , will be deemed to be or construed as a further or continuing waiver of any such term , provision or condition or as a waiver of any other term , provision or condition of this Agreement .


18. Governing Law; Jurisdiction . EXCEPT WHERE PREEMPTED BY US FEDERAL LAW, THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF UTAH, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. ANY DISPUTE ARISING OUT OF THIS AGREEMENT, OR THE BREACH THEREOF, WILL BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN SALT LAKE COUNTY, THE STATE OF UTAH, THE PARTIES EXPRESSLY CONSENTING TO VENUE IN SALT LAKE COUNTY, THE STATE OF UTAH , EXCEPT THAT THE COMPANY WILL HAVE THE RIGHT TO ENFORCE SECTIONS 4, 5, 6, 7 AND 13 OF THIS AGREEMENT AND APPLY FOR INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION IN ANY STATE, PROVINCE, OR COUNTRY IN WHICH YOUR ACTIONS MAY CONSTITUTE A BREACH OF ANY OF SECTIONS 4, 5, 6, 7 OR 13 OF THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. THE PREVAILING PARTY IN ANY LAWSUIT THAT GIVES RISE TO CLAIMS GOVERNED BY THIS AGREEMENT WILL BE ENTITLED TO AN AWARD OF ATTORNEYS' FEES FROM THE OTHER PARTY.

18 . Governing Law ; Jurisdiction . EXCEPT WHERE PREEMPTED BY US FEDERAL LAW , THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF UTAH , APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE . ANY DISPUTE ARISING OUT OF THIS AGREEMENT , OR THE BREACH THEREOF , WILL BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN SALT LAKE COUNTY , THE STATE OF UTAH , THE PARTIES EXPRESSLY CONSENTING TO VENUE IN SALT LAKE COUNTY , THE STATE OF UTAH , EXCEPT THAT THE COMPANY WILL HAVE THE RIGHT TO ENFORCE SECTIONS 4 , 5 , 6 , 7 AND 13 OF THIS AGREEMENT AND APPLY FOR INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION IN ANY STATE , PROVINCE , OR COUNTRY IN WHICH YOUR ACTIONS MAY CONSTITUTE A BREACH OF ANY OF SECTIONS 4 , 5 , 6 , 7 OR 13 OF THIS AGREEMENT . EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT , ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT . THE PREVAILING PARTY IN ANY LAWSUIT THAT GIVES RISE TO CLAIMS GOVERNED BY THIS AGREEMENT WILL BE ENTITLED TO AN AWARD OF ATTORNEYS ' FEES FROM THE OTHER PARTY .


(ii) Upon the date of this Agreement the Company shall grant to David R. Wells or his designee (Wells) a stock option award covering a total of 15,000 shares of Common Stock under the Companys 2016 Omnibus Incentive Plan (the Plan) with a per share exercise price equal to offering price to the public for the Companys initial public offering, exercisable for a 4-year period from such options grant date and vesting in twelve equal quarterly installments; and

( ii ) Upon the date of this Agreement the Company shall grant to David R . Wells or his designee ( Wells ) a stock option award covering a total of 15 , 000 shares of Common Stock under the Companys 2016 Omnibus Incentive Plan ( the Plan ) with a per share exercise price equal to offering price to the public for the Companys initial public offering , exercisable for a 4-year period from such options grant date and vesting in twelve equal quarterly installments ; and


StoryCorp Consulting ---|---|--- |


ENDRA Life Sciences Inc. |


20. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California (irrespective of its choice of law principles). Each party hereby consents to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles County, California, in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each party further agrees that personal jurisdiction over such party may be effected by service of process by registered or certified mail addressed as provided in Section 9(a) of this Agreement, and that when so made shall be as if served upon such party personally within the State of California.

20 . Governing Law . This Agreement shall be governed by and construed under the laws of the State of California ( irrespective of its choice of law principles ) . Each party hereby consents to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles County , California , in any action on a claim arising out of , under or in connection with this Agreement or the transactions contemplated by this Agreement . Each party further agrees that personal jurisdiction over such party may be effected by service of process by registered or certified mail addressed as provided in Section 9 ( a ) of this Agreement , and that when so made shall be as if served upon such party personally within the State of California .


This Consulting Agreement (the "Agreement"), effective as of May 22, 2017 is entered into by and between Magellan Gold Corporation , herein referred to as the "Company"), having its principal place of business at 2010A Harbison Drive, Suite 312, Vacaville, CA 95687 and Bright Star International, Inc. , ( herein referred to as the Consultant) having its principal place of business at 109 East 17th Street, Suite 25, Cheyenne, WY 82001.

This Consulting Agreement ( the " Agreement " ) , effective as of May 22 , 2017 is entered into by and between Magellan Gold Corporation , herein referred to as the " Company " ) , having its principal place of business at 2010A Harbison Drive , Suite 312 , Vacaville , CA 95687 and Bright Star International , Inc . , ( herein referred to as the Consultant ) having its principal place of business at 109 East 17th Street , Suite 25 , Cheyenne , WY 82001 .


109 East 17th Street, Suite 25


(i) the direct or indirect sale, conveyance, transfer, lease or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Borrower and its Subsidiaries, taken as a whole, to any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act);< br/>

( i ) the direct or indirect sale , conveyance , transfer , lease or other disposition ( other than by way of merger or consolidation ) , in one or a series of related transactions , of all or substantially all of the assets of Borrower and its Subsidiaries , taken as a whole , to any person ( as such term is used in Sections 13 ( d ) and 14 ( d ) of the Exchange Act ) ; & lt ; br / & gt ;


Property means each, any and all real property owned now or in the future by Borrower or its Subsidiaries and the Fixtures and Improvements thereon, whether or not pledged as security for the Loans, other than the real property, Fixtures and Improvements located at 6014 S IH 35 Frontage Road, Austin, Texas and such other real property, Fixtures and Improvements which are expressly excluded in writing by Agent.

Property means each , any and all real property owned now or in the future by Borrower or its Subsidiaries and the Fixtures and Improvements thereon , whether or not pledged as security for the Loans , other than the real property , Fixtures and Improvements located at 6014 S IH 35 Frontage Road , Austin , Texas and such other real property , Fixtures and Improvements which are expressly excluded in writing by Agent .


Required Lenders means one or more Lenders whose aggregate Pro Rata Shares (without regard to the Pro Rata Share of the Agent) exceeds 51% .

Required Lenders means one or more Lenders whose aggregate Pro Rata Shares ( without regard to the Pro Rata Share of the Agent ) exceeds 51 % .


2.4.2 Mandatory Principal Payments. All principal and accrued interest for each Loan shall be due and payable on the Loan Maturity Date. Notwithstanding the foregoing, upon receipt of cash proceeds from a Qualifying Capital Transaction, Borrower shall prepay without penalty or premium the entire outstanding principal amount of this Agreement, including all unpaid PIK Interest, together with all accrued and unpaid interest. Borrower shall make all payments to each Lender in accordance with their Pro Rata Share of the applicable payment.

2 . 4 . 2 Mandatory Principal Payments . All principal and accrued interest for each Loan shall be due and payable on the Loan Maturity Date . Notwithstanding the foregoing , upon receipt of cash proceeds from a Qualifying Capital Transaction , Borrower shall prepay without penalty or premium the entire outstanding principal amount of this Agreement , including all unpaid PIK Interest , together with all accrued and unpaid interest . Borrower shall make all payments to each Lender in accordance with their Pro Rata Share of the applicable payment .


4.3.4 unsecured Indebtedness that, when added to all other Indebtedness incurred pursuant to this clause and then outstanding, will not exceed Five Million and No/100 Dollars ( $5,000,000 ) in the aggregate.

4 . 3 . 4 unsecured Indebtedness that , when added to all other Indebtedness incurred pursuant to this clause and then outstanding , will not exceed Five Million and No / 100 Dollars ( $ 5 , 000 , 000 ) in the aggregate .


4.10 Financial Statements. To the extent not filed with the United Stated Securities and Exchange Commission and publicly available on EDGAR, within 120 days after the end of each fiscal year and 60 days after each fiscal quarter (or if Borrower is a reporting company under the Securities and Exchange Act of 1934 , such period as required thereunder for the filing thereof), Borrower will provide to Lenders copies of the audited financial statements of Borrower and all of its consolidated Affiliates for the prior fiscal year or unaudited financial statements of Borrower and all of its consolidated Affiliates with respect to each of the first three fiscal quarters of each fiscal year.

4 . 10 Financial Statements . To the extent not filed with the United Stated Securities and Exchange Commission and publicly available on EDGAR , within 120 days after the end of each fiscal year and 60 days after each fiscal quarter ( or if Borrower is a reporting company under the Securities and Exchange Act of 1934 , such period as required thereunder for the filing thereof ) , Borrower will provide to Lenders copies of the audited financial statements of Borrower and all of its consolidated Affiliates for the prior fiscal year or unaudited financial statements of Borrower and all of its consolidated Affiliates with respect to each of the first three fiscal quarters of each fiscal year .


4.14 Environmental Condition of Property and Indemnity. Except as set forth in Exhibit 4.14, Borrower represents to Agent and each Lender that no portion of any Property is a protected wetland. Borrower agrees to notify Agent and Lenders immediately upon receipt of any citations, warnings, orders, notices, consent agreements, process or claims alleging or relating to violations of any Environmental Laws or to the environmental condition of each Property and shall conduct and complete all investigations and all cleanup actions necessary to comply with the Environmental Laws and to remove, in accordance with Environmental Laws, any Hazardous Material in excess of De Minimis Amounts from each Property. BORROWER SHALL DEFEND, AND HOLD AGENT, LENDERS AND ANY PARTICIPANTS, SUCCESSORS OR ASSIGNS TO LENDERS INTEREST IN THE LOANS, AND ANY OTHER PARTY WHO ACQUIRES ANY PORTION OF THE LOANS AT A FORECLOSURE SALE OR OTHERWISE THROUGH THE EXERCISE OF AGENTS AND LENDERS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS, AND ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF ALL OF THE AFOREMENTIONED INDEMNIFIED PARTIES, HARMLESS FROM AND AGAINST ANY AND ALL ACTUAL OR POTENTIAL DAMAGES, PENALTIES, FINES, CLAIMS , SUITS, LIABILITIES, COSTS, JUDGMENTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS, CONSULTANTS OR EXPERTS FEES OF EVERY KIND AND NATURE INCURRED, SUFFERED BY OR ASSERTED AGAINST AGENT OR LENDERS AS A DIRECT OR INDIRECT RESULT OF OR WHICH ARISE OUT OF OR RELATE IN ANY WAY TO: (A) REPRESENTATIONS MADE BY BORROWER IN THIS SECTION BEING OR BECOMING UNTRUE IN ANY MATERIAL RESPECT; (B)BORROWERS VIOLATION OF OR FAILURE TO MEET THE REQUIREMENTS OF ANY ENVIRONMENTAL LAWS; OR (C)HAZARDOUS MATERIALS WHICH, WHILE ANY PROPERTY IS SUBJECT TO THE MORTGAGE, EXIST ON ANY PROPERTY IN EXCESS OF DE MINIMIS AMOUNTS OR OTHERWISE IN VIOLATION OF ANY ENVIRONMENTAL LAW. HOWEVER, BORROWERS OBLIGATIONS UNDER THIS SECTION SHALL NOT APPLY TO ANY ACT OF AGENT OR LENDERS WHICH TAKES PLACE AFTER FORECLOSURE OR SATISFACTION OF THE MORTGAGE. THESE INDEMNIFICATION OBLIGATIONS ARE IN ADDITION TO GENERAL INDEMNIFICATION PROVISIONS SET FORTH HEREAFTER. BORROWERS OBLIGATIONS UNDER THIS SECTION SHALL CONTINUE, SURVIVE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE REPAYMENT OF THE OBLIGATIONS, A FORECLOSURE OF OR EXERCISE OF POWER OF SALE UNDER THIS INSTRUMENT, A DELIVERY OF A DEED IN LIEU OF FORECLOSURE, A CANCELLATION OR TERMINATION OF RECORD OF THIS INSTRUMENT AND THE TRANSFER OF ANY PROPERTY.

4 . 14 Environmental Condition of Property and Indemnity . Except as set forth in Exhibit 4 . 14 , Borrower represents to Agent and each Lender that no portion of any Property is a protected wetland . Borrower agrees to notify Agent and Lenders immediately upon receipt of any citations , warnings , orders , notices , consent agreements , process or claims alleging or relating to violations of any Environmental Laws or to the environmental condition of each Property and shall conduct and complete all investigations and all cleanup actions necessary to comply with the Environmental Laws and to remove , in accordance with Environmental Laws , any Hazardous Material in excess of De Minimis Amounts from each Property . BORROWER SHALL DEFEND , AND HOLD AGENT , LENDERS AND ANY PARTICIPANTS , SUCCESSORS OR ASSIGNS TO LENDERS INTEREST IN THE LOANS , AND ANY OTHER PARTY WHO ACQUIRES ANY PORTION OF THE LOANS AT A FORECLOSURE SALE OR OTHERWISE THROUGH THE EXERCISE OF AGENTS AND LENDERS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS , AND ALL DIRECTORS , OFFICERS , EMPLOYEES AND AGENTS OF ALL OF THE AFOREMENTIONED INDEMNIFIED PARTIES , HARMLESS FROM AND AGAINST ANY AND ALL ACTUAL OR POTENTIAL DAMAGES , PENALTIES , FINES , CLAIMS , SUITS , LIABILITIES , COSTS , JUDGMENTS AND EXPENSES , INCLUDING REASONABLE ATTORNEYS , CONSULTANTS OR EXPERTS FEES OF EVERY KIND AND NATURE INCURRED , SUFFERED BY OR ASSERTED AGAINST AGENT OR LENDERS AS A DIRECT OR INDIRECT RESULT OF OR WHICH ARISE OUT OF OR RELATE IN ANY WAY TO : ( A ) REPRESENTATIONS MADE BY BORROWER IN THIS SECTION BEING OR BECOMING UNTRUE IN ANY MATERIAL RESPECT ; ( B ) BORROWERS VIOLATION OF OR FAILURE TO MEET THE REQUIREMENTS OF ANY ENVIRONMENTAL LAWS ; OR ( C ) HAZARDOUS MATERIALS WHICH , WHILE ANY PROPERTY IS SUBJECT TO THE MORTGAGE , EXIST ON ANY PROPERTY IN EXCESS OF DE MINIMIS AMOUNTS OR OTHERWISE IN VIOLATION OF ANY ENVIRONMENTAL LAW . HOWEVER , BORROWERS OBLIGATIONS UNDER THIS SECTION SHALL NOT APPLY TO ANY ACT OF AGENT OR LENDERS WHICH TAKES PLACE AFTER FORECLOSURE OR SATISFACTION OF THE MORTGAGE . THESE INDEMNIFICATION OBLIGATIONS ARE IN ADDITION TO GENERAL INDEMNIFICATION PROVISIONS SET FORTH HEREAFTER . BORROWERS OBLIGATIONS UNDER THIS SECTION SHALL CONTINUE , SURVIVE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE REPAYMENT OF THE OBLIGATIONS , A FORECLOSURE OF OR EXERCISE OF POWER OF SALE UNDER THIS INSTRUMENT , A DELIVERY OF A DEED IN LIEU OF FORECLOSURE , A CANCELLATION OR TERMINATION OF RECORD OF THIS INSTRUMENT AND THE TRANSFER OF ANY PROPERTY .


5.2.1 Acceleration. Agent may , and upon request of a Lender, shall declare any or all Obligations to be immediately due and payable (if not earlier demanded), terminate its obligation to make Loans and other extensions of credit to Borrower, bring suit against Borrower and Guarantor to collect the Obligations, exercise any remedy available to Lenders hereunder or at law and take any action or exercise any remedy provided herein or in any other Loan Document or under applicable law. No remedy shall be exclusive of other remedies or impair the right of Agent to exercise any other remedies.

5 . 2 . 1 Acceleration . Agent may , and upon request of a Lender , shall declare any or all Obligations to be immediately due and payable ( if not earlier demanded ) , terminate its obligation to make Loans and other extensions of credit to Borrower , bring suit against Borrower and Guarantor to collect the Obligations , exercise any remedy available to Lenders hereunder or at law and take any action or exercise any remedy provided herein or in any other Loan Document or under applicable law . No remedy shall be exclusive of other remedies or impair the right of Agent to exercise any other remedies .


5.2.3 Foreclosure. Agent may , and upon request of a Lender, shall exercise any or all of Agents remedies under the Mortgage or other Loan Documents including, without limitation, acceleration of the maturity of all payments and Obligations. Agent may , and upon request of a Lender, shall take immediate possession of each, any and all Property or any part thereof (which Borrower agrees to surrender to Agent) and manage, control or lease the same to such Persons and at such rental as it may deem proper and collect and apply Rents (as defined in the applicable Mortgage) to the payment of: (i)the Obligations, together with all costs and attorneys fees; (ii)all levies, assessments or liens which may be prior in lien or

5 . 2 . 3 Foreclosure . Agent may , and upon request of a Lender , shall exercise any or all of Agents remedies under the Mortgage or other Loan Documents including , without limitation , acceleration of the maturity of all payments and Obligations . Agent may , and upon request of a Lender , shall take immediate possession of each , any and all Property or any part thereof ( which Borrower agrees to surrender to Agent ) and manage , control or lease the same to such Persons and at such rental as it may deem proper and collect and apply Rents ( as defined in the applicable Mortgage ) to the payment of : ( i ) the Obligations , together with all costs and attorneys fees ; ( ii ) all levies , assessments or liens which may be prior in lien or


Telephone No.: (602) 382-6379


8.10 Integration; Final Agreement. This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

8 . 10 Integration ; Final Agreement . This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior , contemporaneous or subsequent oral agreements of the parties . There are no unwritten oral agreements between the parties .


8.12 WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO, INCLUDING LENDER BY ACCEPTANCE HEREOF, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL

8 . 12 WAIVER OF JURY TRIAL . TO THE EXTENT PERMITTED BY APPLICABLE LAW , EACH OF THE PARTIES HERETO , INCLUDING LENDER BY ACCEPTANCE HEREOF , HEREBY KNOWINGLY , VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON , OR ARISING OUT OF , UNDER OR IN CONNECTION WITH THIS AGREEMENT , OR ANY COURSE OF CONDUCT , COURSE OF DEALING , STATEMENTS ( WHETHER VERBAL OR WRITTEN ) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO . THIS PROVISION IS A MATERIAL


INDUCEMENT TO EACH PARTY TO ACCEPT THIS AGREEMENT. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS AGREEMENT.

INDUCEMENT TO EACH PARTY TO ACCEPT THIS AGREEMENT . EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH , RELATED TO OR BEING REPLACED , SUPPLEMENTED , EXTENDED OR MODIFIED BY , THIS AGREEMENT .


| | | | CARVANA GROUP, LLC | | | | | | | By: | |

| | | | CARVANA GROUP , LLC | | | | | | | By : | |


FOR VALUE RECEIVED, the undersigned, CARVANA GROUP, LLC , a Delaware limited liability company (Borrower), hereby promises to pay to the order of , a , the principal sum of up to DOLLARS ($) or such amount as may be advanced and outstanding from time to time under this Agreement.

FOR VALUE RECEIVED , the undersigned , CARVANA GROUP , LLC , a Delaware limited liability company ( Borrower ) , hereby promises to pay to the order of , a , the principal sum of up to DOLLARS ( $ ) or such amount as may be advanced and outstanding from time to time under this Agreement .


THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF ARIZONA (WITHOUT REFERENCE TO CHOICE-OF-LAW DOCTRINE), WHICH THE BORROWER EXPRESSLY ELECT TO APPLY TO THIS AGREEMENT.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF ARIZONA ( WITHOUT REFERENCE TO CHOICE-OF-LAW DOCTRINE ) , WHICH THE BORROWER EXPRESSLY ELECT TO APPLY TO THIS AGREEMENT .


| | ---|---|--- CARVANA GROUP, LLC | By: | |


THIS AGREEMENT, dated as of February [], 2017, is entered into by and among CARVANA, LLC, an Arizona limited liability company (Guarantor), and VERDE INVESTMENTS, INC ., an Arizona corporation (Agent), as agent on behalf of the lenders (Lenders) from time to time party to that certain Master Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the Loan Agreement) by and between Carvana Group, LLC, a Delaware limited liability company, as borrower (Borrower), Lenders and Agent.

THIS AGREEMENT , dated as of February [ ] , 2017 , is entered into by and among CARVANA , LLC , an Arizona limited liability company ( Guarantor ) , and VERDE INVESTMENTS , INC . , an Arizona corporation ( Agent ) , as agent on behalf of the lenders ( Lenders ) from time to time party to that certain Master Loan Agreement of even date herewith ( as amended , restated , supplemented , or otherwise modified from time to time , the Loan Agreement ) by and between Carvana Group , LLC , a Delaware limited liability company , as borrower ( Borrower ) , Lenders and Agent .


of De Minimis Amounts from each Property. GUARANTOR SHALL DEFEND, AND HOLD AGENT, LENDERS AND ANY PARTICIPANTS, SUCCESSORS OR ASSIGNS TO LENDERS INTEREST IN THE LOANS, AND ANY OTHER PARTY WHO ACQUIRES ANY PORTION OF THE LOANS AT A FORECLOSURE SALE OR OTHERWISE THROUGH THE EXERCISE OF AGENTS AND LENDERS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS, AND ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF ALL OF THE AFOREMENTIONED INDEMNIFIED PARTIES, HARMLESS FROM AND AGAINST ANY AND ALL ACTUAL OR POTENTIAL DAMAGES, PENALTIES, FINES, CLAIMS , SUITS, LIABILITIES, COSTS, JUDGMENTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS, CONSULTANTS OR EXPERTS FEES OF EVERY KIND AND NATURE INCURRED, SUFFERED BY OR ASSERTED AGAINST AGENT OR LENDERS AS A DIRECT OR INDIRECT RESULT OF OR WHICH ARISE OUT OF OR RELATE IN ANY WAY TO: (I) REPRESENTATIONS MADE BY GUARANTOR IN THIS SECTION BEING OR BECOMING UNTRUE IN ANY MATERIAL RESPECT; (II)GUARANTORS VIOLATION OF OR FAILURE TO MEET THE REQUIREMENTS OF ANY ENVIRONMENTAL LAWS; OR (III)HAZARDOUS MATERIALS WHICH, WHILE ANY PROPERTY IS SUBJECT TO THE MORTGAGE, EXIST ON ANY PROPERTY IN EXCESS OF DE MINIMIS AMOUNTS OR OTHERWISE IN VIOLATION OF ANY ENVIRONMENTAL LAW. HOWEVER, GUARANTORS OBLIGATIONS UNDER THIS SECTION SHALL NOT APPLY TO ANY ACT OF AGENT OR LENDERS WHICH TAKES PLACE AFTER FORECLOSURE OR SATISFACTION OF THE MORTGAGE. THESE INDEMNIFICATION OBLIGATIONS ARE IN ADDITION TO GENERAL INDEMNIFICATION PROVISIONS SET FORTH HEREAFTER. GUARANTORS OBLIGATIONS UNDER THIS SECTION SHALL CONTINUE, SURVIVE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE REPAYMENT OF THE OBLIGATIONS, A FORECLOSURE OF OR EXERCISE OF POWER OF SALE UNDER THIS INSTRUMENT, A DELIVERY OF A DEED IN LIEU OF FORECLOSURE, A CANCELLATION OR TERMINATION OF RECORD OF THIS INSTRUMENT AND THE TRANSFER OF ANY PROPERTY.

of De Minimis Amounts from each Property . GUARANTOR SHALL DEFEND , AND HOLD AGENT , LENDERS AND ANY PARTICIPANTS , SUCCESSORS OR ASSIGNS TO LENDERS INTEREST IN THE LOANS , AND ANY OTHER PARTY WHO ACQUIRES ANY PORTION OF THE LOANS AT A FORECLOSURE SALE OR OTHERWISE THROUGH THE EXERCISE OF AGENTS AND LENDERS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS , AND ALL DIRECTORS , OFFICERS , EMPLOYEES AND AGENTS OF ALL OF THE AFOREMENTIONED INDEMNIFIED PARTIES , HARMLESS FROM AND AGAINST ANY AND ALL ACTUAL OR POTENTIAL DAMAGES , PENALTIES , FINES , CLAIMS , SUITS , LIABILITIES , COSTS , JUDGMENTS AND EXPENSES , INCLUDING REASONABLE ATTORNEYS , CONSULTANTS OR EXPERTS FEES OF EVERY KIND AND NATURE INCURRED , SUFFERED BY OR ASSERTED AGAINST AGENT OR LENDERS AS A DIRECT OR INDIRECT RESULT OF OR WHICH ARISE OUT OF OR RELATE IN ANY WAY TO : ( I ) REPRESENTATIONS MADE BY GUARANTOR IN THIS SECTION BEING OR BECOMING UNTRUE IN ANY MATERIAL RESPECT ; ( II ) GUARANTORS VIOLATION OF OR FAILURE TO MEET THE REQUIREMENTS OF ANY ENVIRONMENTAL LAWS ; OR ( III ) HAZARDOUS MATERIALS WHICH , WHILE ANY PROPERTY IS SUBJECT TO THE MORTGAGE , EXIST ON ANY PROPERTY IN EXCESS OF DE MINIMIS AMOUNTS OR OTHERWISE IN VIOLATION OF ANY ENVIRONMENTAL LAW . HOWEVER , GUARANTORS OBLIGATIONS UNDER THIS SECTION SHALL NOT APPLY TO ANY ACT OF AGENT OR LENDERS WHICH TAKES PLACE AFTER FORECLOSURE OR SATISFACTION OF THE MORTGAGE . THESE INDEMNIFICATION OBLIGATIONS ARE IN ADDITION TO GENERAL INDEMNIFICATION PROVISIONS SET FORTH HEREAFTER . GUARANTORS OBLIGATIONS UNDER THIS SECTION SHALL CONTINUE , SURVIVE AND REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE REPAYMENT OF THE OBLIGATIONS , A FORECLOSURE OF OR EXERCISE OF POWER OF SALE UNDER THIS INSTRUMENT , A DELIVERY OF A DEED IN LIEU OF FORECLOSURE , A CANCELLATION OR TERMINATION OF RECORD OF THIS INSTRUMENT AND THE TRANSFER OF ANY PROPERTY .


7.5 Successors and Assigns. This Agreement shall be binding upon Guarantor and Agent, and shall inure to the benefit of Guarantor, Agent, Lenders, and their respective successors and assigns.

7 . 5 Successors and Assigns . This Agreement shall be binding upon Guarantor and Agent , and shall inure to the benefit of Guarantor , Agent , Lenders , and their respective successors and assigns .


7.9 Counterparts; Electronic Execution. This Agreement may be executed in two or more counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

7 . 9 Counterparts ; Electronic Execution . This Agreement may be executed in two or more counterparts , with the same effect as if all parties had signed the same document . All such counterparts shall be deemed an original , shall be construed together and shall constitute one and the same instrument . Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement . Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity , enforceability , and binding effect of this Agreement . The foregoing shall apply to each other Loan Document mutatis mutandis .