where the Company has joined in or the Board has consented to the initiation of, or otherwise authorized, such proceedings; (b)indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law or public policy; (c)indemnify Indemnitee for an accounting of profits made from the acquisition and disposition (or disposition and acquisition), or for the disgorgement of profits arising from any such set or series of transactions, by Indemnitee of securities of the company within the meaning of Section16(b) of the Securities Exchange Act of 1934 , as amended, similar successor statute; (d)indemnify Indemnitee for any payment that has actually been made to or on behalf of Indemnitee under any insurance policy of the Company or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e)indemnify or advance funds to Indemnitee for Indemnitee's reimbursement to the Company of any bonus or other incentive- based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act ( including any such reimbursements under Section304 of the Sarbanes- Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act); or (f)indemnify Indemnitee in any proxy contest in opposition to the Board.

where the Company has joined in or the Board has consented to the initiation of , or otherwise authorized , such proceedings ; ( b ) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law or public policy ; ( c ) indemnify Indemnitee for an accounting of profits made from the acquisition and disposition ( or disposition and acquisition ) , or for the disgorgement of profits arising from any such set or series of transactions , by Indemnitee of securities of the company within the meaning of Section16 ( b ) of the Securities Exchange Act of 1934 , as amended , similar successor statute ; ( d ) indemnify Indemnitee for any payment that has actually been made to or on behalf of Indemnitee under any insurance policy of the Company or other indemnity provision , except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision ; ( e ) indemnify or advance funds to Indemnitee for Indemnitee ' s reimbursement to the Company of any bonus or other incentive - based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company , as required in each case under the Exchange Act ( including any such reimbursements under Section304 of the Sarbanes - Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act ) ; or ( f ) indemnify Indemnitee in any proxy contest in opposition to the Board .


in TEST Corporation By:______________________________________ Hugh T. Regan, Jr. Secretary, Treasurer and Chief Financial Officer ---|--- |

in TEST Corporation By : ______________________________________ Hugh T . Regan , Jr . Secretary , Treasurer and Chief Financial Officer - - - | - - - |


[Date] in TEST Corporation 804 Eastgate Drive, Suite 200 Mount Laurel, NJ 08054 Attention: Hugh T. Regan, Jr. Re:Undertaking to Repay Advancement of expenses Ladies and Gentlemen: This undertaking is being provided pursuant to that certain Indemnification Agreement, dated _______, by and between in TEST Corporation , a Delaware corporation (the "Company"), and the undersigned as Indemnitee (the "Indemnification Agreement"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement. Pursuant to the Indemnification Agreement, among other things, I am entitled to the advancement of Expenses paid or incurred in connection with Claims relating to Indemnifiable Events. I have become subject to [DESCRIPTION OF PROCEEDING] (the "Proceeding") based on [my status as an officer/a director of the Company] or [alleged actions or failures to act in my capacity as an officer/a director of the Company]. [This undertaking also constitutes notice to the Company of the Proceeding pursuant to Section 8 of the Indemnification Agreement. The following is a brief description of the facts, nature and current status of the Proceeding: [DESCRIPTION OF PROCEEDING]] Pursuant to Section 5 of the Indemnification Agreement, I hereby request an Expense Advance in connection with the Proceeding. The Expenses for which advances are requested are as follows: [DESCRIPTION OF EXPENSES] In connection with this request for Expense Advances, I hereby undertake to repay any amounts paid, advanced or reimbursed by the Company for such Expense Advances to the extent that it is ultimately determined that I am not entitled to indemnification under the Indemnification Agreement. This undertaking shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

[ Date ] in TEST Corporation 804 Eastgate Drive , Suite 200 Mount Laurel , NJ 08054 Attention : Hugh T . Regan , Jr . Re : Undertaking to Repay Advancement of expenses Ladies and Gentlemen : This undertaking is being provided pursuant to that certain Indemnification Agreement , dated _______ , by and between in TEST Corporation , a Delaware corporation ( the " Company " ) , and the undersigned as Indemnitee ( the " Indemnification Agreement " ) . Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indemnification Agreement . Pursuant to the Indemnification Agreement , among other things , I am entitled to the advancement of Expenses paid or incurred in connection with Claims relating to Indemnifiable Events . I have become subject to [ DESCRIPTION OF PROCEEDING ] ( the " Proceeding " ) based on [ my status as an officer / a director of the Company ] or [ alleged actions or failures to act in my capacity as an officer / a director of the Company ] . [ This undertaking also constitutes notice to the Company of the Proceeding pursuant to Section 8 of the Indemnification Agreement . The following is a brief description of the facts , nature and current status of the Proceeding : [ DESCRIPTION OF PROCEEDING ] ] Pursuant to Section 5 of the Indemnification Agreement , I hereby request an Expense Advance in connection with the Proceeding . The Expenses for which advances are requested are as follows : [ DESCRIPTION OF EXPENSES ] In connection with this request for Expense Advances , I hereby undertake to repay any amounts paid , advanced or reimbursed by the Company for such Expense Advances to the extent that it is ultimately determined that I am not entitled to indemnification under the Indemnification Agreement . This undertaking shall be governed by and construed in accordance with the laws of the State of Delaware , without regard to the principles of conflicts of laws thereof .


This Indemnification Agreement (Agreement) is made as of the day of , by and between Forestar Group Inc. , a Delaware corporation (the Company), and , an officer or director of the Company (the Indemnitee).

This Indemnification Agreement ( Agreement ) is made as of the day of , by and between Forestar Group Inc . , a Delaware corporation ( the Company ) , and , an officer or director of the Company ( the Indemnitee ) .


1. This Indemnification Statement is submitted pursuant to the Indemnification Agreement, dated as of , 20, between Forestar Group Inc. , a Delaware corporation (the Company), and the undersigned.

1 . This Indemnification Statement is submitted pursuant to the Indemnification Agreement , dated as of , 20 , between Forestar Group Inc . , a Delaware corporation ( the Company ) , and the undersigned .


This Indemnification Agreement (Agreement) is made as of by and between Allena Pharmaceuticals, Inc. , a Delaware corporation (the Company), and (Indemnitee).

This Indemnification Agreement ( Agreement ) is made as of by and between Allena Pharmaceuticals , Inc . , a Delaware corporation ( the Company ) , and ( Indemnitee ) .


THIS AGREEMENT (the Agreement), effective as of , by and between Valeritas Holdings, Inc. , a Delaware corporation (the Company), and the undersigned individual identified as an Indemnitee on the signature page hereto (such person is referred to herein individually and collectively as an Indemnitee).

THIS AGREEMENT ( the Agreement ) , effective as of , by and between Valeritas Holdings , Inc . , a Delaware corporation ( the Company ) , and the undersigned individual identified as an Indemnitee on the signature page hereto ( such person is referred to herein individually and collectively as an Indemnitee ) .


18\. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

18 \ . Identical Counterparts . This Agreement may be executed in one or more counterparts , each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement . Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement .


Chief Executive Officer Notice to: 750 Route 202 South, Suite 600 Bridgewater, NJ 08807 Attn: Chief Executive Officer INDEMNITEE Name: Address: [Signature Page to Indemnification Agreement]

Chief Executive Officer Notice to : 750 Route 202 South , Suite 600 Bridgewater , NJ 08807 Attn : Chief Executive Officer INDEMNITEE Name : Address : [ Signature Page to Indemnification Agreement ]


EX-10.1 3 mycloudz_ex101.htm INDEMNIFICATION AGREEMENT


Company Name | ---|--- | | /s/ Darren Long | (Signature)

Company Name | - - - | - - - | | / s / Darren Long | ( Signature )


(g) Indemnitee will cooperate with the person, persons. or entity making such determination with respect to Indemnitees entitlement to indemnification, including providing such person, persons, or entity on reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel , member of the Board, or stockholder of the Company will act reasonably and in good faith in making a determination regarding the Indemnitees entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination will be borne by the Company (irrespective of the determination as to Indemnitees entitlement to indemnification), and the Company indemnifies and agrees to hold Indemnitee harmless therefrom.

( g ) Indemnitee will cooperate with the person , persons . or entity making such determination with respect to Indemnitees entitlement to indemnification , including providing such person , persons , or entity on reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination . Any Independent Counsel , member of the Board , or stockholder of the Company will act reasonably and in good faith in making a determination regarding the Indemnitees entitlement to indemnification under this Agreement . Any costs or expenses ( including attorneys fees and disbursements ) incurred by Indemnitee in so cooperating with the person , persons , or entity making such determination will be borne by the Company ( irrespective of the determination as to Indemnitees entitlement to indemnification ) , and the Company indemnifies and agrees to hold Indemnitee harmless therefrom .


(g) Exchange Act means the Securities Exchange Act of 1934 , as amended.

( g ) Exchange Act means the Securities Exchange Act of 1934 , as amended .


(n) Securities Act will mean the Securities Act of 1933 , as amended.

( n ) Securities Act will mean the Securities Act of 1933 , as amended .


18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 , Uniform Electronic Transactions Act or other applicable law) or other transmission method and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument and be deemed to have been duly and validly delivered and be valid and effective for all purposes.

18 . Counterparts . This Agreement may be executed in two or more counterparts , each of which will be deemed an original , but all of which together will constitute one and the same Agreement . This Agreement may also be executed and delivered by facsimile signature , electronic mail ( including pdf or any electronic signature complying with the U . S . federal ESIGN Act of 2000 , Uniform Electronic Transactions Act or other applicable law ) or other transmission method and in two or more counterparts , each of which will be deemed an original , but all of which together will constitute one and the same instrument and be deemed to have been duly and validly delivered and be valid and effective for all purposes .


This Separation and Release Agreement (thisAgreement), dated September 21, 2016 (the Effective Date), confirms the following understandings and agreements between Gardner Denver, Inc. (theCompany) and Jeff Likosar (hereinafter referred to as you or your).

This Separation and Release Agreement ( thisAgreement ) , dated September 21 , 2016 ( the Effective Date ) , confirms the following understandings and agreements between Gardner Denver , Inc . ( theCompany ) and Jeff Likosar ( hereinafter referred to as you or your ) .


(c) As of the Termination Date, none of your non-elective contribution amounts under the Gardner Denver, Inc. Retirement Savings Plan were vested. Notwithstanding the foregoing, the Company agrees that it will pay to you an amount equal to such unvested amount, grossed-up to take into account federal and state income taxes. Such amount (the Contribution Amount) shall be paid to you as set forth on Schedule I, attached hereto.

( c ) As of the Termination Date , none of your non-elective contribution amounts under the Gardner Denver , Inc . Retirement Savings Plan were vested . Notwithstanding the foregoing , the Company agrees that it will pay to you an amount equal to such unvested amount , grossed-up to take into account federal and state income taxes . Such amount ( the Contribution Amount ) shall be paid to you as set forth on Schedule I , attached hereto .


| | /s/ Jeff Likosar ---|---|--- | | Jeff Likosar | | Dated: September 21, 2016 | | | |

| | / s / Jeff Likosar - - - | - - - | - - - | | Jeff Likosar | | Dated : September 21 , 2016 | | | |


For and in consideration of the payments and benefits described in the Separation Agreement, and other good and valuable consideration (collectively, theConsideration), I, for and on behalf of myself and my heirs, administrators, executors and assigns, effective the date hereof, do fully and forever release, remise and discharge the Company, and any other member of the Company Group, together with their respective current and former officers, directors, partners, members, shareholders, fiduciaries, counsel, employees and agents (collectively, and with the Company, theCompany Parties) from any and all claims whatsoever up to the date hereof which I had, may have had, or now have against the Company Parties, for or by reason of any matter, cause or thing whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company or otherwise, whether for (by way of example only) tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law, rule or regulation, or the common law, dealing with employment, including, but not limited to, discrimination in employment 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 Age Discrimination in Employment Act ( ADEA), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991 , the Family Medical Leave Act, and the Equal Pay Act, each as may be amended from time to time, and all other federal, state and local laws, the common law and any other purported restriction on an employers right to terminate the employment of employees. I intend the release contained herein to be a general release of any and all claims to the fullest extent permissible by law.

For and in consideration of the payments and benefits described in the Separation Agreement , and other good and valuable consideration ( collectively , theConsideration ) , I , for and on behalf of myself and my heirs , administrators , executors and assigns , effective the date hereof , do fully and forever release , remise and discharge the Company , and any other member of the Company Group , together with their respective current and former officers , directors , partners , members , shareholders , fiduciaries , counsel , employees and agents ( collectively , and with the Company , theCompany Parties ) from any and all claims whatsoever up to the date hereof which I had , may have had , or now have against the Company Parties , for or by reason of any matter , cause or thing whatsoever , including any claim arising out of or attributable to my employment or the termination of my employment with the Company or otherwise , whether for ( by way of example only ) tort , breach of express or implied employment contract , intentional infliction of emotional distress , wrongful termination , unjust dismissal , defamation , libel or slander , or under any federal , state or local law , rule or regulation , or the common law , dealing with employment , including , but not limited to , discrimination in employment 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 Age Discrimination in Employment Act ( ADEA ) , Title VII of the Civil Rights Act , the Americans with Disabilities Act , the Civil Rights Act of 1991 , the Family Medical Leave Act , and the Equal Pay Act , each as may be amended from time to time , and all other federal , state and local laws , the common law and any other purported restriction on an employers right to terminate the employment of employees . I intend the release contained herein to be a general release of any and all claims to the fullest extent permissible by law .


EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF DELAWARE <sup> , APPLICABLE <sup> TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW , THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF DELAWARE < sup > , APPLICABLE < sup > TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS . I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT , ACTION , OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE .


As used in this agreement (the Release of Claims), 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. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Separation and Release Agreement, delivered to me September 21, 2016 (the Separation Agreement).

As used in this agreement ( the Release of Claims ) , 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 . Capitalized terms not otherwise defined herein shall have the meaning set forth in the Separation and Release Agreement , delivered to me September 21 , 2016 ( the Separation Agreement ) .


For and in consideration of the payments and benefits described in the Separation Agreement, and other good and valuable consideration (collectively, the Consideration), I, for and on behalf of myself and my heirs, administrators, executors and assigns, effective the date hereof, do fully and forever release, remise and discharge the Company, and any other member of the Company Group, together with their respective current and former officers, directors, partners, members, shareholders, fiduciaries, counsel, employees and agents (collectively, and with the Company, the Company Parties) from any and all claims whatsoever up to the date hereof which I had, may have had, or now have against the Company Parties, for or by reason of any matter, cause or thing whatsoever, including any claim arising out of or attributable to my employment or the termination of my employment with the Company or otherwise, whether for (by way of example only) tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law, rule or regulation, or the common law, dealing with employment, including, but not limited to, discrimination in employment 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 Age Discrimination in Employment Act ( ADEA), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991 , the Family Medical Leave Act, and the Equal Pay Act, each as may be amended from time to time, and all other federal, state and local laws, the common law and any other purported restriction on an employers right to terminate the employment of employees. I intend the release contained herein to be a general release of any and all claims to the fullest extent permissible by law.

For and in consideration of the payments and benefits described in the Separation Agreement , and other good and valuable consideration ( collectively , the Consideration ) , I , for and on behalf of myself and my heirs , administrators , executors and assigns , effective the date hereof , do fully and forever release , remise and discharge the Company , and any other member of the Company Group , together with their respective current and former officers , directors , partners , members , shareholders , fiduciaries , counsel , employees and agents ( collectively , and with the Company , the Company Parties ) from any and all claims whatsoever up to the date hereof which I had , may have had , or now have against the Company Parties , for or by reason of any matter , cause or thing whatsoever , including any claim arising out of or attributable to my employment or the termination of my employment with the Company or otherwise , whether for ( by way of example only ) tort , breach of express or implied employment contract , intentional infliction of emotional distress , wrongful termination , unjust dismissal , defamation , libel or slander , or under any federal , state or local law , rule or regulation , or the common law , dealing with employment , including , but not limited to , discrimination in employment 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 Age Discrimination in Employment Act ( ADEA ) , Title VII of the Civil Rights Act , the Americans with Disabilities Act , the Civil Rights Act of 1991 , the Family Medical Leave Act , and the Equal Pay Act , each as may be amended from time to time , and all other federal , state and local laws , the common law and any other purported restriction on an employers right to terminate the employment of employees . I intend the release contained herein to be a general release of any and all claims to the fullest extent permissible by law .


| /s/ Jeff Likosar ---|--- | Jeff Likosar | | 9/21/16 | Dated:

| / s / Jeff Likosar - - - | - - - | Jeff Likosar | | 9 / 21 / 16 | Dated :


(b) The Released Claims include, without limitation, (i) any claims based either in whole or in part upon any facts, circumstances, acts, or omissions in any way arising out of, based upon, or related to Executives employment with the Company or the termination thereof; (ii) any claims or regulation, local ordinance, or the common law, regarding employment or prohibiting employment discrimination, harassment, or retaliation, including, without limitation, arising under any federal or state statute or regulation, local ordinance, or the common law, regarding employment or prohibiting employment discrimination, harassment, or retaliation, including, without limitation, the Employee understands and agrees that the foregoing release provisions waive and release Claims alleging violations of any federal or state employment discrimination law, including without limitation the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964 ; the Americans with Disabilities Act; the Age Discrimination in Employment Act ( ADEA); Employee Retirement Income Security Act ( ERISA); as well as Claims arising out of or related to violations of any other state or federal law, rule or regulation or any Claim arising out of any common law theory.

( b ) The Released Claims include , without limitation , ( i ) any claims based either in whole or in part upon any facts , circumstances , acts , or omissions in any way arising out of , based upon , or related to Executives employment with the Company or the termination thereof ; ( ii ) any claims or regulation , local ordinance , or the common law , regarding employment or prohibiting employment discrimination , harassment , or retaliation , including , without limitation , arising under any federal or state statute or regulation , local ordinance , or the common law , regarding employment or prohibiting employment discrimination , harassment , or retaliation , including , without limitation , the Employee understands and agrees that the foregoing release provisions waive and release Claims alleging violations of any federal or state employment discrimination law , including without limitation the California Fair Employment and Housing Act , Title VII of the Civil Rights Act of 1964 ; the Americans with Disabilities Act ; the Age Discrimination in Employment Act ( ADEA ) ; Employee Retirement Income Security Act ( ERISA ) ; as well as Claims arising out of or related to violations of any other state or federal law , rule or regulation or any Claim arising out of any common law theory .


(c) Dispute Resolution. All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Clark County in the State of Nevada , and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts. Each

( c ) Dispute Resolution . All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Clark County in the State of Nevada , and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts . Each


MEDIZONE INTERNATIONAL, INC. ,< <sup> br/>

MEDIZONE INTERNATIONAL , INC . , & lt ; < sup > br / & gt ;


Kalamazoo, MI 49007 Phone:269-202-5020 Email : david.esposito@medizoneint.com ---|---|---

Kalamazoo , MI 49007 Phone : 269-202-5020 Email : david . esposito @ medizoneint . com - - - | - - - | - - -


PURCHASE AND SALE AGREEMENT


2.2 Deposit. Purchaser and Seller agree that within three (3)business days from the Effective Date, Purchaser will as evidence of its good faith and intentions, deposit the sum of One Hundred Eighty-Seven Thousand Five Hundred and No/100 Dollars ($187,500.00) (together with any interest earned thereon, the Initial Deposit) with HBI Title Services, Inc., 7575 Huntington Park Drive, Columbus, OH 43235 (Escrow Agent). The Initial Deposit will be dealt with in accordance with the express terms of this Agreement. HBI Title, Inc. shall serve as the title company (the Title Company) in connection with this Agreement. In the event Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period, Purchaser shall be required to remit an additional deposit to Escrow Agent for deposit into the escrow account in the amount of One Hundred Twelve Thousand Five Hundred and No/100 Dollars ($112,500.00) (together with any interest earned thereon, the Additional Deposit) on or before the expiration of the Due Diligence Period. The term Deposit means the Initial Deposit until the Additional Deposit is made, and after Additional Deposit is made, it means the Initial Deposit and Additional Deposit. The Deposit shall be dealt with in accordance with the express terms of this Agreement. The Deposit shall, at Closing, be paid to Seller and applied in reduction of the Purchase Price.

2 . 2 Deposit . Purchaser and Seller agree that within three ( 3 ) business days from the Effective Date , Purchaser will as evidence of its good faith and intentions , deposit the sum of One Hundred Eighty-Seven Thousand Five Hundred and No / 100 Dollars ( $ 187 , 500 . 00 ) ( together with any interest earned thereon , the Initial Deposit ) with HBI Title Services , Inc . , 7575 Huntington Park Drive , Columbus , OH 43235 ( Escrow Agent ) . The Initial Deposit will be dealt with in accordance with the express terms of this Agreement . HBI Title , Inc . shall serve as the title company ( the Title Company ) in connection with this Agreement . In the event Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period , Purchaser shall be required to remit an additional deposit to Escrow Agent for deposit into the escrow account in the amount of One Hundred Twelve Thousand Five Hundred and No / 100 Dollars ( $ 112 , 500 . 00 ) ( together with any interest earned thereon , the Additional Deposit ) on or before the expiration of the Due Diligence Period . The term Deposit means the Initial Deposit until the Additional Deposit is made , and after Additional Deposit is made , it means the Initial Deposit and Additional Deposit . The Deposit shall be dealt with in accordance with the express terms of this Agreement . The Deposit shall , at Closing , be paid to Seller and applied in reduction of the Purchase Price .


6.2 Collective Bargaining, Employment Agreements, etc . Seller is a party only to those employment contracts, collective bargaining agreements, pension, bonus, profit-sharing, stock option, or other agreements or arrangements, providing for employee remuneration or benefits listed on Schedule 6 (the Employment Agreements). Seller is not a party to any other contract or agreement with any labor union relating to the operation of the Property. There are no pending or threatened unfair labor practices or grievance proceedings involving any Hotel employee, and to Sellers Knowledge, there is no on going organizing campaign at the Property on behalf of any union.

6 . 2 Collective Bargaining , Employment Agreements , etc . Seller is a party only to those employment contracts , collective bargaining agreements , pension , bonus , profit-sharing , stock option , or other agreements or arrangements , providing for employee remuneration or benefits listed on Schedule 6 ( the Employment Agreements ) . Seller is not a party to any other contract or agreement with any labor union relating to the operation of the Property . There are no pending or threatened unfair labor practices or grievance proceedings involving any Hotel employee , and to Sellers Knowledge , there is no on going organizing campaign at the Property on behalf of any union .


(c) Accredited Investor. Seller is an accredited investor (as such term is defined in Rule 501 (a)of Regulation D under the 1933 Act).< br/>

( c ) Accredited Investor . Seller is an accredited investor ( as such term is defined in Rule 501 ( a ) of Regulation D under the 1933 Act ) . & lt ; br / & gt ;


1900 Avenue of the Stars, 7th Floor


7575 Huntington Park Drive


20\. Governing Law/Venue. This Agreement shall be governed by the laws of the state in which the Real Property is located, without giving effect to any principles regarding conflict of laws, and each party hereby irrevocably and unconditionally agrees to be subject to the exclusive venue and jurisdiction for any action brought hereunder in any court of competent jurisdiction located in county in which the Real Property is located or a U.S. District Court having jurisdiction as to such location.

20 \ . Governing Law / Venue . This Agreement shall be governed by the laws of the state in which the Real Property is located , without giving effect to any principles regarding conflict of laws , and each party hereby irrevocably and unconditionally agrees to be subject to the exclusive venue and jurisdiction for any action brought hereunder in any court of competent jurisdiction located in county in which the Real Property is located or a U . S . District Court having jurisdiction as to such location .


| | | | | | ---|---|---|---|---|---|--- Purchaser CONDOR HOSPITALITY LIMITED PARTNERSHIP , a Virginia limited partnership By: Condor Hospitality REIT Trust, its General Partner | | | | By: | | /s/ Jeffrey W. Dougan | | | | Name: | | Jeffrey W. Dougan | | | | Title: | | V.P. Seller EASTVHR HS ROUND ROCK, LLC , a Texas limited liability company | By: | | /s/ Justin Mabey | | Name: | | Justin Mabey | | Title: | | Vice President JOINDER BY MANAGER

| | | | | | - - - | - - - | - - - | - - - | - - - | - - - | - - - Purchaser CONDOR HOSPITALITY LIMITED PARTNERSHIP , a Virginia limited partnership By : Condor Hospitality REIT Trust , its General Partner | | | | By : | | / s / Jeffrey W . Dougan | | | | Name : | | Jeffrey W . Dougan | | | | Title : | | V . P . Seller EASTVHR HS ROUND ROCK , LLC , a Texas limited liability company | By : | | / s / Justin Mabey | | Name : | | Justin Mabey | | Title : | | Vice President JOINDER BY MANAGER


THIS ASSIGNMENT AND ASSUMPTION OF INTANGIBLES (this Assignment) is made as of , 2017 (the Effective Date), by and between EASTVHR HS ROUND ROCK, LLC , a Texas limited liability company (Assignor), and (Assignee).

THIS ASSIGNMENT AND ASSUMPTION OF INTANGIBLES ( this Assignment ) is made as of , 2017 ( the Effective Date ) , by and between EASTVHR HS ROUND ROCK , LLC , a Texas limited liability company ( Assignor ) , and ( Assignee ) .


| (i) | Fiscal Year 1: Beginning Commencement Date through twelve (12)months following the Commencement Date, Lessee shall pay to Operator an amount equal to 1% of Gross Hotel Income for such Fiscal Year if the Hotel achieves an IR of 8.5% to 8.99% for such Fiscal Year. Lessee shall pay to Operator an additional amount equal to 1% of Gross Hotel Income for such Fiscal Year if the Hotel achieves an IR of 9.0% or higher for such Fiscal Year. ---|---|---

| ( i ) | Fiscal Year 1 : Beginning Commencement Date through twelve ( 12 ) months following the Commencement Date , Lessee shall pay to Operator an amount equal to 1 % of Gross Hotel Income for such Fiscal Year if the Hotel achieves an IR of 8 . 5 % to 8 . 99 % for such Fiscal Year . Lessee shall pay to Operator an additional amount equal to 1 % of Gross Hotel Income for such Fiscal Year if the Hotel achieves an IR of 9 . 0 % or higher for such Fiscal Year . - - - | - - - | - - -


10370 Richmond Ave. # 150


Lessee and Operator shall execute and deliver all appropriate supplemental agreements and other instruments, and take any other action necessary to make this Agreement fully and legally effective, binding, and enforceable in accordance with the terms hereof as between them and as against third parties. Operator acknowledges that Parent is a reporting company under the Securities Exchange Act of 1934 , as amended, (the Exchange Act) and other federal laws, including the Sarbanes-Oxley Act of 2002 , and Operator shall reasonably cooperate in providing Lessee information as necessary for Parent to prepare and submit its reports under such laws in a timely fashion.

Lessee and Operator shall execute and deliver all appropriate supplemental agreements and other instruments , and take any other action necessary to make this Agreement fully and legally effective , binding , and enforceable in accordance with the terms hereof as between them and as against third parties . Operator acknowledges that Parent is a reporting company under the Securities Exchange Act of 1934 , as amended , ( the Exchange Act ) and other federal laws , including the Sarbanes-Oxley Act of 2002 , and Operator shall reasonably cooperate in providing Lessee information as necessary for Parent to prepare and submit its reports under such laws in a timely fashion .


This Agreement shall be construed and enforced in accordance with the laws of the State of Nebraska .


THIS LEASE AGREEMENT (the Agreement), made and entered into on this 17th of November 2016 by and between Onan Pislaru (Lessor) and Crona Corp. (Lessee) collectively referred to as (the Parties").

THIS LEASE AGREEMENT ( the Agreement ) , made and entered into on this 17th of November 2016 by and between Onan Pislaru ( Lessor ) and Crona Corp . ( Lessee ) collectively referred to as ( the Parties " ) .


In consideration of the rents to be paid hereunder and the covenants and obligations to be observed by the Lessee, Lessor does hereby lease to the Lessee and the Lessee does hereby lease and take from the Lessor the following property located at: 38 square meters at C. A. Rosetti 15, Bucharest, 30167 Romania together with all improvements located thereon (the "Premises").

In consideration of the rents to be paid hereunder and the covenants and obligations to be observed by the Lessee , Lessor does hereby lease to the Lessee and the Lessee does hereby lease and take from the Lessor the following property located at : 38 square meters at C . A . Rosetti 15 , Bucharest , 30167 Romania together with all improvements located thereon ( the " Premises " ) .


Lease Agreement Crona Corp. Page 1


Lease Agreement Crona Corp. Page 2


Lease Agreement Crona Corp. Page 3


This Severance Agreement (the Agreement), effective as of the date set forth below, is made and entered into by and between U.S. Foodservice, Inc. (the Employer) and Keith Rohland (the Executive).

This Severance Agreement ( the Agreement ) , effective as of the date set forth below , is made and entered into by and between U . S . Foodservice , Inc . ( the Employer ) and Keith Rohland ( the Executive ) .


10\. Complete Agreement. This Agreement contains the complete agreement and understanding concerning the employment arrangement between the parties and will supersede all other agreements, understandings or commitments between the parties as to such subject matter, including but not limited to the Severance Agreement dated November19, 2007 between the parties. The parties agree that neither of them has made any representations concerning the subject matter of this Agreement except such representations as are specifically set forth herein.

10 \ . Complete Agreement . This Agreement contains the complete agreement and understanding concerning the employment arrangement between the parties and will supersede all other agreements , understandings or commitments between the parties as to such subject matter , including but not limited to the Severance Agreement dated November19 , 2007 between the parties . The parties agree that neither of them has made any representations concerning the subject matter of this Agreement except such representations as are specifically set forth herein .


| | | | /s/ Keith Rohland | | | | | | | | Keith Rohland | | | | By: | | /s/ Dave Esler | | | | | | | | | | Its: | | Chief Human Resources Officer | | | | | | | | | | | | | | Address: | | | |

| | | | / s / Keith Rohland | | | | | | | | Keith Rohland | | | | By : | | / s / Dave Esler | | | | | | | | | | Its : | | Chief Human Resources Officer | | | | | | | | | | | | | | Address : | | | |


In consideration for the benefits to be provided to me under the terms of the Severance Agreement by and between U.S. Foodservice, Inc. (the Company) and me, effective , 20 (the Agreement), I hereby acknowledge, understand and agree under this Waiver and Release Agreement (the Release) to the following:

In consideration for the benefits to be provided to me under the terms of the Severance Agreement by and between U . S . Foodservice , Inc . ( the Company ) and me , effective , 20 ( the Agreement ) , I hereby acknowledge , understand and agree under this Waiver and Release Agreement ( the Release ) to the following :


1\. In consideration of the foregoing, including, without limitation, payment to me of the determined amounts under the Agreement, I unconditionally release the Company and all of its partners, affiliates, parents, predecessors, successors and assigns, and their respective officers, directors, trustees, employees, agents, administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (collectively, the Released Parties) from any and all administrative claims, actions, suits, debts, demands, damages, claims, judgments, or liabilities of any nature, including costs and attorneys fees, whether known or unknown, including, but not limited to, all claims arising out of my employment with or separation from the Company and (by way of example only) any claims for bonus, severance, or other benefits apart from the benefits set forth in the Agreement; claims for breach of contract, wrongful discharge, tort claims (e.g., infliction of emotional distress, defamation, negligence, privacy, fraud, misrepresentation); claims under federal, state and local wage and hour laws and wage payment laws; claims for reimbursements; claims for commissions; or claims under the following, in each case, as amended: 1)Title VII of the Civil Rights Act of 1964 (race, color, religion, sex and national origin discrimination); 2) 42 U.S.C. 1981 (discrimination); 3) 29 U.S.C. 206 (d)(1) (equal pay); 4)Executive Order 11246 (race, color, religion, sex and national origin discrimination); 5)Age Discrimination in Employment Act and Executive Order 11,141 (age discrimination); (6)the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101 , et seq.; 7) the Family and Medical Leave Act; 8)the Immigration Reform and Control Act; 9)[ Illinois Human Rights Act ( discrimination in employment)][INSERT APPLICABLE STATE LAWS]; 10)the Employee Retirement Income Security Act of 1974 , 29 U.S.C. 1001 et seq.; 11)the Vietnam Era Veterans Readjustment Assistance Act; 12) 503-504 of the Rehabilitation Act of 1973 (handicap discrimination), or any other claims under any other state, federal, local law, statute, regulation, or common law or claims at equity relating to conduct or events occurring prior to the date of this Release. [INSERT ANY APPLICABLE STATE SPECIFIC RELEASE LANGUAGE].

1 \ . In consideration of the foregoing , including , without limitation , payment to me of the determined amounts under the Agreement , I unconditionally release the Company and all of its partners , affiliates , parents , predecessors , successors and assigns , and their respective officers , directors , trustees , employees , agents , administrators , representatives , attorneys , insurers or fiduciaries , past , present or future ( collectively , the Released Parties ) from any and all administrative claims , actions , suits , debts , demands , damages , claims , judgments , or liabilities of any nature , including costs and attorneys fees , whether known or unknown , including , but not limited to , all claims arising out of my employment with or separation from the Company and ( by way of example only ) any claims for bonus , severance , or other benefits apart from the benefits set forth in the Agreement ; claims for breach of contract , wrongful discharge , tort claims ( e . g . , infliction of emotional distress , defamation , negligence , privacy , fraud , misrepresentation ) ; claims under federal , state and local wage and hour laws and wage payment laws ; claims for reimbursements ; claims for commissions ; or claims under the following , in each case , as amended : 1 ) Title VII of the Civil Rights Act of 1964 ( race , color , religion , sex and national origin discrimination ) ; 2 ) 42 U . S . C . 1981 ( discrimination ) ; 3 ) 29 U . S . C . 206 ( d ) ( 1 ) ( equal pay ) ; 4 ) Executive Order 11246 ( race , color , religion , sex and national origin discrimination ) ; 5 ) Age Discrimination in Employment Act and Executive Order 11 , 141 ( age discrimination ) ; ( 6 ) the Americans with Disabilities Act of 1990 ( ADA ) , 42 U . S . C . 12101 , et seq . ; 7 ) the Family and Medical Leave Act ; 8 ) the Immigration Reform and Control Act ; 9 ) [ Illinois Human Rights Act ( discrimination in employment ) ] [ INSERT APPLICABLE STATE LAWS ] ; 10 ) the Employee Retirement Income Security Act of 1974 , 29 U . S . C . 1001 et seq . ; 11 ) the Vietnam Era Veterans Readjustment Assistance Act ; 12 ) 503-504 of the Rehabilitation Act of 1973 ( handicap discrimination ) , or any other claims under any other state , federal , local law , statute , regulation , or common law or claims at equity relating to conduct or events occurring prior to the date of this Release . [ INSERT ANY APPLICABLE STATE SPECIFIC RELEASE LANGUAGE ] .


BY SIGNING THIS RELEASE, I ACKNOWLEDGE THAT: I HAVE READ THIS RELEASE AND UNDERSTAND ITS TERMS; I HAVE HAD THE OPPORTUNITY TO REVIEW THIS RELEASE WITH LEGAL OR OTHER PERSONAL ADVISORS OF MY OWN CHOICE; I UNDERSTAND THAT BY SIGNING THIS RELEASE I AM RELEASING THE RELEASED PARTIES OF ALL CLAIMS AGAINST THEM; I HAVE BEEN GIVEN TWENTY-ONE DAYS TO CONSIDER THE TERMS AND EFFECT OF THIS RELEASE AND I VOLUNTARILY AGREE TO ITS TERMS.

BY SIGNING THIS RELEASE , I ACKNOWLEDGE THAT : I HAVE READ THIS RELEASE AND UNDERSTAND ITS TERMS ; I HAVE HAD THE OPPORTUNITY TO REVIEW THIS RELEASE WITH LEGAL OR OTHER PERSONAL ADVISORS OF MY OWN CHOICE ; I UNDERSTAND THAT BY SIGNING THIS RELEASE I AM RELEASING THE RELEASED PARTIES OF ALL CLAIMS AGAINST THEM ; I HAVE BEEN GIVEN TWENTY-ONE DAYS TO CONSIDER THE TERMS AND EFFECT OF THIS RELEASE AND I VOLUNTARILY AGREE TO ITS TERMS .


TRANSITION AND RETIREMENT AGREEMENT


PARTIES: The parties to this Transition and Retirement Agreement (Agreement) are THOMAS E. VICE (Mr. Vice) and NORTHROP GRUMMAN SYSTEMS CORPORATION (Northrop Grumman or the Company). | ---|--- 2.

PARTIES : The parties to this Transition and Retirement Agreement ( Agreement ) are THOMAS E . VICE ( Mr . Vice ) and NORTHROP GRUMMAN SYSTEMS CORPORATION ( Northrop Grumman or the Company ) . | - - - | - - - 2 .


Mr. Vice has decided to retire effective August 18, 2017 , and to transition out of his current position on April 1, 2017, to enable him to support an effective transition for his successor and to support corporate initiatives until his retirement. He will remain a Corporate Vice President and continue to report to the CEO, with a primary office location of Falls Church, VA until he retires on August 18, 2017 . | ---|--- 2.2

Mr . Vice has decided to retire effective August 18 , 2017 , and to transition out of his current position on April 1 , 2017 , to enable him to support an effective transition for his successor and to support corporate initiatives until his retirement . He will remain a Corporate Vice President and continue to report to the CEO , with a primary office location of Falls Church , VA until he retires on August 18 , 2017 . | - - - | - - - 2 . 2


The Company will continue Mr. Vices employment until August 18, 2017 , subject to the Companys right to terminate Mr. Vice for Cause. For purposes of this Section 3.1, Cause includes any of the following: (i) Mr. Vices failure to perform his assigned duties in accordance with the Companys expected standards after being given written notice of deficiency, or (ii) Mr. Vices commission of an act of misconduct, or (iii) Mr. Vices conviction of any crime or loss of security clearance. | ---|--- 3.2

The Company will continue Mr . Vices employment until August 18 , 2017 , subject to the Companys right to terminate Mr . Vice for Cause . For purposes of this Section 3 . 1 , Cause includes any of the following : ( i ) Mr . Vices failure to perform his assigned duties in accordance with the Companys expected standards after being given written notice of deficiency , or ( ii ) Mr . Vices commission of an act of misconduct , or ( iii ) Mr . Vices conviction of any crime or loss of security clearance . | - - - | - - - 3 . 2


Mr. Vice will receive his Early Retirement treatment of his 2015 Restricted Performance Stock Rights (RPSR) grant, provided (i) Mr. Vices employment continues through July 30, 2017; and (ii) the Company determines that Mr. Vice has complied and continues to comply with all of his obligations under 2015 RPSR Terms and this Agreement (including without limitation the provisions of Sections 6 and 3.6). The Parties agree to modify, by this Agreement, Section 1.2 of the Terms and Conditions Applicable to 2015 Restricted Performance Stock Rights (2015 RPSR Terms) so that Mr. Vice will receive payment of the prorated RPSRs (and related Dividend Equivalents) in 2018 on or before March 15, 2018. If Mr. Vice breaches the 2015 RPSR Terms or this Agreement, he agrees to deliver to the Company immediately upon request an amount in cash equal to the aggregate Fair Market Value, determined as of the payment date of all RPSRs already settled, including any Dividend Equivalents. Except as modified hereby, the 2015 RPSR Terms shall continue to apply in accordance with their terms. | ---|--- 3.5.3

Mr . Vice will receive his Early Retirement treatment of his 2015 Restricted Performance Stock Rights ( RPSR ) grant , provided ( i ) Mr . Vices employment continues through July 30 , 2017 ; and ( ii ) the Company determines that Mr . Vice has complied and continues to comply with all of his obligations under 2015 RPSR Terms and this Agreement ( including without limitation the provisions of Sections 6 and 3 . 6 ) . The Parties agree to modify , by this Agreement , Section 1 . 2 of the Terms and Conditions Applicable to 2015 Restricted Performance Stock Rights ( 2015 RPSR Terms ) so that Mr . Vice will receive payment of the prorated RPSRs ( and related Dividend Equivalents ) in 2018 on or before March 15 , 2018 . If Mr . Vice breaches the 2015 RPSR Terms or this Agreement , he agrees to deliver to the Company immediately upon request an amount in cash equal to the aggregate Fair Market Value , determined as of the payment date of all RPSRs already settled , including any Dividend Equivalents . Except as modified hereby , the 2015 RPSR Terms shall continue to apply in accordance with their terms . | - - - | - - - 3 . 5 . 3


Mr. Vice agrees that for a period of twenty-four (24) months from the Retirement Date, he will not engage in a Competitive Business, including as director, member, partner, principal, proprietor, agent, consultant, officer, or employee. For the purpose of this Agreement, Competitive Business shall mean one that engages, directly and indirectly, in a business engaged in by the Company or any of its parents, subsidiaries, affiliates or joint ventures, as of the Retirement Date, including a business that provides products and/or services as a prime or subcontractor to government customers in the United States of America, the United Kingdom, NATO, the European Union, Australia, South Korea, Japan, India, the United Arab Emirates , Qatar, Kuwait, Iraq, Afghanistan, and/or the Kingdom of Saudi Arabia, in the areas of manned and unmanned aircraft, space, C4ISR, strike systems, cyber, sensors, electronics, through-life support and

Mr . Vice agrees that for a period of twenty-four ( 24 ) months from the Retirement Date , he will not engage in a Competitive Business , including as director , member , partner , principal , proprietor , agent , consultant , officer , or employee . For the purpose of this Agreement , Competitive Business shall mean one that engages , directly and indirectly , in a business engaged in by the Company or any of its parents , subsidiaries , affiliates or joint ventures , as of the Retirement Date , including a business that provides products and / or services as a prime or subcontractor to government customers in the United States of America , the United Kingdom , NATO , the European Union , Australia , South Korea , Japan , India , the United Arab Emirates , Qatar , Kuwait , Iraq , Afghanistan , and / or the Kingdom of Saudi Arabia , in the areas of manned and unmanned aircraft , space , C4ISR , strike systems , cyber , sensors , electronics , through-life support and


proceedings arising under this Agreement shall be heard in state or federal court in the Commonwealth of Virginia. The Company and Mr. Vice hereby waive any right to object to such actions on grounds of venue, jurisdiction or convenience. The Company and Mr. Vice stipulate that the state and federal courts located in or for Fairfax County, Virginia shall have in personam jurisdiction and venue for the purpose of litigating any such dispute, controversy, claim, or complaint arising out of or related to this Agreement. Mr. Vice hereby agrees that service of process sufficient for personal jurisdiction in any action or proceeding involving him may be made by registered or certified mail, return receipt requested, to the address on file with the Company, or by electronic service of process through the Internet when authorized by a court of competent jurisdiction.

proceedings arising under this Agreement shall be heard in state or federal court in the Commonwealth of Virginia . The Company and Mr . Vice hereby waive any right to object to such actions on grounds of venue , jurisdiction or convenience . The Company and Mr . Vice stipulate that the state and federal courts located in or for Fairfax County , Virginia shall have in personam jurisdiction and venue for the purpose of litigating any such dispute , controversy , claim , or complaint arising out of or related to this Agreement . Mr . Vice hereby agrees that service of process sufficient for personal jurisdiction in any action or proceeding involving him may be made by registered or certified mail , return receipt requested , to the address on file with the Company , or by electronic service of process through the Internet when authorized by a court of competent jurisdiction .


SOLE AND ENTIRE AGREEMENT; TRADE SECRETS: This Agreement expresses the entire understanding between the Company and Mr. Vice on the matters it covers. It supersedes all prior discussions, agreements, understandings and negotiations between the parties on these matters; except that any writing between the Company and Mr. Vice relating to protection or non-disclosure of Company trade secrets or other information, intellectual property and/or certifications made by Mr. Vice shall remain in effect, and the Terms and Conditions Applicable to 2014, 2015, 2016, and 2017 Restricted Performance Stock Rights and Restricted Stock Rights shall all remain in full force and effect in accordance with their terms except as modified hereby. Mr. Vice shall not be held liable under this Agreement for properly making any confidential disclosure of a Company trade secret or other intellectual property to a government official for purposes of reporting or in connection with the investigation of a suspected violation of law or regulation. | ---|--- 16.

SOLE AND ENTIRE AGREEMENT ; TRADE SECRETS : This Agreement expresses the entire understanding between the Company and Mr . Vice on the matters it covers . It supersedes all prior discussions , agreements , understandings and negotiations between the parties on these matters ; except that any writing between the Company and Mr . Vice relating to protection or non-disclosure of Company trade secrets or other information , intellectual property and / or certifications made by Mr . Vice shall remain in effect , and the Terms and Conditions Applicable to 2014 , 2015 , 2016 , and 2017 Restricted Performance Stock Rights and Restricted Stock Rights shall all remain in full force and effect in accordance with their terms except as modified hereby . Mr . Vice shall not be held liable under this Agreement for properly making any confidential disclosure of a Company trade secret or other intellectual property to a government official for purposes of reporting or in connection with the investigation of a suspected violation of law or regulation . | - - - | - - - 16 .


ADVICE OF COUNSEL; VOLUNTARY AGREEMENT: MR. VICE ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS, CONFER WITH COUNSEL, AND CONSIDER ALL OF THE PROVISIONS OF THIS AGREEMENT BEFORE SIGNING IT. HE FURTHER AGREES THAT HE HAS READ THIS AGREEMENT CAREFULLY, THAT HE UNDERSTANDS IT, AND THAT HE IS VOLUNTARILY ENTERING INTO IT. MR. VICE UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS HIS RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN NEGOTIATED AND EXECUTED WITHIN THE COMMONWEALTH OF VIRGINIA.

ADVICE OF COUNSEL ; VOLUNTARY AGREEMENT : MR . VICE ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS , CONFER WITH COUNSEL , AND CONSIDER ALL OF THE PROVISIONS OF THIS AGREEMENT BEFORE SIGNING IT . HE FURTHER AGREES THAT HE HAS READ THIS AGREEMENT CAREFULLY , THAT HE UNDERSTANDS IT , AND THAT HE IS VOLUNTARILY ENTERING INTO IT . MR . VICE UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS HIS RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS . THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN NEGOTIATED AND EXECUTED WITHIN THE COMMONWEALTH OF VIRGINIA .


However, this Release does not include any rights Mr. Vice may have: (1) to enforce this Release Agreement or the Transition and Retirement Agreement and his rights to receive the compensation and benefits described in this Release Agreement or the Transition and Retirement Agreement; (2) to any indemnification rights Mr. Vice may have for expenses or losses incurred in the course and scope of his employment; (3) to test the knowing and voluntary nature of this Release Agreement under The Older Workers Benefit Protection Act; ( 4) to workers compensation benefits; (5) to earned, banked or accrued but unused vacation pay; (6) to vested benefits under any qualified or non- qualified pension or savings plan; (7) to continued benefits in accordance with COBRA; (8) to government-provided unemployment insurance; (9) to file a claim or charge with any government administrative agency and to receive a whistleblower award (although Mr. Vice is releasing any rights he may have to recover damages or other individual relief in connection with the filing of such a claim or charge); (10) to claims that cannot lawfully be released; (11) to any rights Mr. Vice may have for retiree medical coverage; (12) to any rights Mr. Vice may have with respect to his existing equity grants under the Companys Long Term Incentive Stock Plan, as modified by the Transition and Retirement Agreement; or (13) to claims that arise from acts or omissions that occur after the date Mr. Vice signs this Release Agreement. 4.Mr. Vice acknowledges that, as of the Retirement Date (as defined in the Transition and Retirement Agreement), he is not aware of, or has fully disclosed to the General Counsel of the Company (or her delegate), any matters for which he was responsible or which came to his attention as an employee, which might reasonably be expected to give rise to a claim or cause of action against, or investigation or audit of the Company and/or any Released Party, including without limitation any knowledge of potential fraud, overpayments, false statements,

However , this Release does not include any rights Mr . Vice may have : ( 1 ) to enforce this Release Agreement or the Transition and Retirement Agreement and his rights to receive the compensation and benefits described in this Release Agreement or the Transition and Retirement Agreement ; ( 2 ) to any indemnification rights Mr . Vice may have for expenses or losses incurred in the course and scope of his employment ; ( 3 ) to test the knowing and voluntary nature of this Release Agreement under The Older Workers Benefit Protection Act ; ( 4 ) to workers compensation benefits ; ( 5 ) to earned , banked or accrued but unused vacation pay ; ( 6 ) to vested benefits under any qualified or non - qualified pension or savings plan ; ( 7 ) to continued benefits in accordance with COBRA ; ( 8 ) to government-provided unemployment insurance ; ( 9 ) to file a claim or charge with any government administrative agency and to receive a whistleblower award ( although Mr . Vice is releasing any rights he may have to recover damages or other individual relief in connection with the filing of such a claim or charge ) ; ( 10 ) to claims that cannot lawfully be released ; ( 11 ) to any rights Mr . Vice may have for retiree medical coverage ; ( 12 ) to any rights Mr . Vice may have with respect to his existing equity grants under the Companys Long Term Incentive Stock Plan , as modified by the Transition and Retirement Agreement ; or ( 13 ) to claims that arise from acts or omissions that occur after the date Mr . Vice signs this Release Agreement . 4 . Mr . Vice acknowledges that , as of the Retirement Date ( as defined in the Transition and Retirement Agreement ) , he is not aware of , or has fully disclosed to the General Counsel of the Company ( or her delegate ) , any matters for which he was responsible or which came to his attention as an employee , which might reasonably be expected to give rise to a claim or cause of action against , or investigation or audit of the Company and / or any Released Party , including without limitation any knowledge of potential fraud , overpayments , false statements ,


MR. VICE ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS, CONFER WITH COUNSEL, AND CONSIDER ALL OF THE PROVISIONS OF THIS AGREEMENT BEFORE SIGNING IT. HE FURTHER AGREES THAT HE HAS READ THIS AGREEMENT CAREFULLY, THAT HE UNDERSTANDS IT, AND THAT HE IS VOLUNTARILY ENTERING INTO IT. MR. VICE UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS HIS RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

MR . VICE ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS , CONFER WITH COUNSEL , AND CONSIDER ALL OF THE PROVISIONS OF THIS AGREEMENT BEFORE SIGNING IT . HE FURTHER AGREES THAT HE HAS READ THIS AGREEMENT CAREFULLY , THAT HE UNDERSTANDS IT , AND THAT HE IS VOLUNTARILY ENTERING INTO IT . MR . VICE UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS HIS RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS .


SEPARATION AGREEMENT AND RELEASE


This Separation Agreement and Release (Agreement) is made by and between Bertrand C. Liang (Executive) and Pfenex Inc. (the Company) (jointly referred to as the Parties or individually referred to as a Party).

This Separation Agreement and Release ( Agreement ) is made by and between Bertrand C . Liang ( Executive ) and Pfenex Inc . ( the Company ) ( jointly referred to as the Parties or individually referred to as a Party ) .


WHEREAS, Executive was employed as the Companys Chief Executive Officer ;

WHEREAS , Executive was employed as the Companys Chief Executive Officer ;


WHEREAS, Executive resigned without Good Reason, as defined in the Employment Agreement, effective January 23, 2017 (the Separation Date); and

WHEREAS , Executive resigned without Good Reason , as defined in the Employment Agreement , effective January 23 , 2017 ( the Separation Date ) ; and


Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including any Protected Activity (as defined below), nor any indemnification rights available under Executives Indemnification Agreement , Company Bylaws, or under applicable law. This release does not extend to any right Executive may have to unemployment compensation benefits.

Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released . This release does not extend to any obligations incurred under this Agreement . This release does not release claims that cannot be released as a matter of law , including any Protected Activity ( as defined below ) , nor any indemnification rights available under Executives Indemnification Agreement , Company Bylaws , or under applicable law . This release does not extend to any right Executive may have to unemployment compensation benefits .


17.ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, EXECUTIVES EMPLOYMENT WITH THE COMPANY OR THE TERMS THEREOF, OR ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN DIEGO, CA, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (JAMS), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (JAMS RULES). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE . THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH

17 . ARBITRATION . THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT , THEIR INTERPRETATION , EXECUTIVES EMPLOYMENT WITH THE COMPANY OR THE TERMS THEREOF , OR ANY OF THE MATTERS HEREIN RELEASED , SHALL BE SUBJECT TO ARBITRATION IN SAN DIEGO , CA , BEFORE JUDICIAL ARBITRATION & amp ; MEDIATION SERVICES ( JAMS ) , PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & amp ; PROCEDURES ( JAMS RULES ) . THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES . THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW , INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE , AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM , WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION . TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW , CALIFORNIA LAW SHALL TAKE PRECEDENCE . THE DECISION OF THE ARBITRATOR SHALL BE FINAL , CONCLUSIVE , AND BINDING ON THE PARTIES TO THE ARBITRATION . THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD . THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION , AND EACH


PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ATTORNEYS FEES AND COSTS TO THE PREVAILING PARTY, WHERE PERMITTED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS SECTION CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES ; PROVIDED , HOWEVER , THAT THE ARBITRATOR MAY AWARD ATTORNEYS FEES AND COSTS TO THE PREVAILING PARTY , WHERE PERMITTED BY LAW . THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY . NOTWITHSTANDING THE FOREGOING , THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF ( OR ANY OTHER PROVISIONAL REMEDY ) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE . SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS SECTION CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES , THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN .


26.Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions.

26 . Governing Law . This Agreement shall be governed by the laws of the State of California , without regard for choice-of-law provisions .


27.Effective Date. Executive understands that this Agreement shall be null and void if not executed by Executive by 5pm Pacific time on January 23, 2017 . This Agreement will become effective on the date it has been signed by both Parties (the Effective Date).

27 . Effective Date . Executive understands that this Agreement shall be null and void if not executed by Executive by 5pm Pacific time on January 23 , 2017 . This Agreement will become effective on the date it has been signed by both Parties ( the Effective Date ) .


PFENEX INC. | | | Dated: 1/23/2017< br/>

PFENEX INC . | | | Dated : 1 / 23 / 2017 & lt ; br / & gt ;


This Consulting Agreement (this Consulting Agreement) is made and entered into as of January 23, 2017 (the Effective Date) by and between Pfenex Inc. (the Company), and Bertrand C. Liang (Consultant) (each herein referred to individually as a Party, or collectively as the Parties).

This Consulting Agreement ( this Consulting Agreement ) is made and entered into as of January 23 , 2017 ( the Effective Date ) by and between Pfenex Inc . ( the Company ) , and Bertrand C . Liang ( Consultant ) ( each herein referred to individually as a Party , or collectively as the Parties ) .


Conflicting Obligations ---|---|--- Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Consulting Agreement, Consultants obligations to the Company under this Consulting Agreement, and/or Consultants ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term of this Consulting Agreement.

Conflicting Obligations - - - | - - - | - - - Consultant represents and warrants that Consultant has no agreements , relationships , or commitments to any other person or entity that conflict with the provisions of this Consulting Agreement , Consultants obligations to the Company under this Consulting Agreement , and / or Consultants ability to perform the Services . Consultant will not enter into any such conflicting agreement during the term of this Consulting Agreement .


or disclosure of any information that may constitute Company confidential information to any parties other than the Government Agencies. Consultant further understands that Protected Activity does not include the disclosure of any Company attorney-client privileged communications. Pursuant to the Defend Trade Secrets Act of 2016 , Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individuals attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

or disclosure of any information that may constitute Company confidential information to any parties other than the Government Agencies . Consultant further understands that Protected Activity does not include the disclosure of any Company attorney-client privileged communications . Pursuant to the Defend Trade Secrets Act of 2016 , Consultant is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that ( i ) is made in confidence to a federal , state , or local government official ( directly or indirectly ) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law , or ( ii ) is made in a complaint or other document filed in a lawsuit or other proceeding , if ( and only if ) such filing is made under seal . In addition , an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individuals attorney and use the trade secret information in the court proceeding , if the individual files any document containing the trade secret under seal and does not disclose the trade secret , except pursuant to court order .


Effective immediately, I hereby resign as the President, Chief Executive Officer and Secretary of Pfenex Inc. (the Company) and as an officer of any subsidiaries of the Company. Immediately upon my resignation, I will cease to represent myself as an officer or executive of the Company, will not perform any managerial duties on behalf of the Company, and will cease to be a signatory for, and to otherwise obligate, the Company.

Effective immediately , I hereby resign as the President , Chief Executive Officer and Secretary of Pfenex Inc . ( the Company ) and as an officer of any subsidiaries of the Company . Immediately upon my resignation , I will cease to represent myself as an officer or executive of the Company , will not perform any managerial duties on behalf of the Company , and will cease to be a signatory for , and to otherwise obligate , the Company .


| 2)| EARNEST MONEY DEPOSIT: Within three (3) business days after the Effective Date of this Agreement (as defined below in paragraph 25 below), Buyer shall deposit with Title Company Five Hundred Thousand Dollars ($500.000) in the form of a certified check, cashier's check or wire transfer as the earnest money deposit ("Deposit") to be held in trust for the benefit of the parties by Rattikin Title, 201 Main Street. Suite 800, Fort Worth, TX 76102, attn.: Megan Newburn, mnewburnnrattikintitle.com ('Title Company) in Its capacity as escrow agent in one or more fully insured and Interest bearing accounts of Federally Insured banking or savings Institution(s), pursuant to the terms of this Agreement. This sum, any additions thereto, and any interest earned thereon Is the Deposit to be applied to the Purchase Price. ---|---|---

| 2 ) | EARNEST MONEY DEPOSIT : Within three ( 3 ) business days after the Effective Date of this Agreement ( as defined below in paragraph 25 below ) , Buyer shall deposit with Title Company Five Hundred Thousand Dollars ( $ 500 . 000 ) in the form of a certified check , cashier ' s check or wire transfer as the earnest money deposit ( " Deposit " ) to be held in trust for the benefit of the parties by Rattikin Title , 201 Main Street . Suite 800 , Fort Worth , TX 76102 , attn . : Megan Newburn , mnewburnnrattikintitle . com ( ' Title Company ) in Its capacity as escrow agent in one or more fully insured and Interest bearing accounts of Federally Insured banking or savings Institution ( s ) , pursuant to the terms of this Agreement . This sum , any additions thereto , and any interest earned thereon Is the Deposit to be applied to the Purchase Price . - - - | - - - | - - -


| B.| TIDALLY INFLUENCED PROPERTY: If the Property abuts the tidally Influenced waters of the state, Section 33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included in this Agreement. Buyer and Seller hereby agree and acknowledge that Agent shall have no responsibility for determining whether the Property is a tidally Influenced property, nor the compliance by any party with the requirements applicable to such property. If applicable, Buyer, Seller, and their respective legal advisors shall prepare and execute an appropriate Addendum to thls Agreement as they deem necessary. ---|---|---

| B . | TIDALLY INFLUENCED PROPERTY : If the Property abuts the tidally Influenced waters of the state , Section 33 . 135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included in this Agreement . Buyer and Seller hereby agree and acknowledge that Agent shall have no responsibility for determining whether the Property is a tidally Influenced property , nor the compliance by any party with the requirements applicable to such property . If applicable , Buyer , Seller , and their respective legal advisors shall prepare and execute an appropriate Addendum to thls Agreement as they deem necessary . - - - | - - - | - - -


| E.| INTRACOASTAL WATERWAY: if the Property is located seaward of the Gulf Intracoastal Waterway, Section 61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this Agreement. ---|---|---

| E . | INTRACOASTAL WATERWAY : if the Property is located seaward of the Gulf Intracoastal Waterway , Section 61 . 025 , Texas Natural Resources Code , requires a notice regarding the seaward location of the Property to be included as part of this Agreement . - - - | - - - | - - -


| 7.2)| INSPECTIONS, STUDIES, OR ASSESSMENTS: ---|---|---

| 7 . 2 ) | INSPECTIONS , STUDIES , OR ASSESSMENTS : - - - | - - - | - - -


| 10)| "AS IS" CONDITION OF PROPERTY: AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND BUYER AGREE THAT EXCEPT FOR THE EXPRESS REPRESENTATIONS IN THIS AGREEMENT, BUYER IS TAKING THE PROPERTY "AS IS WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. EXCEPT FOR THE EXPRESS REPRESENTATIONS IN THIS AGREEMENT, BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, STATEMENT, ASSERTION OR NONASSERTION BY SELLER OR SELLER'S AGENTS WITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS OWN EXAMINATION OF THE PROPERTY. BUYER TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPR SS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSIFJG DOCUMENTS). THIS PROVISION WILL SURVIVE THE CLOSING. ---|---|---

| 10 ) | " AS IS " CONDITION OF PROPERTY : AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT , SELLER AND BUYER AGREE THAT EXCEPT FOR THE EXPRESS REPRESENTATIONS IN THIS AGREEMENT , BUYER IS TAKING THE PROPERTY " AS IS WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE . EXCEPT FOR THE EXPRESS REPRESENTATIONS IN THIS AGREEMENT , BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION , STATEMENT , ASSERTION OR NONASSERTION BY SELLER OR SELLER ' S AGENTS WITH RESPECT TO THE PROPERTY CONDITION , BUT IS RELYING SOLELY UPON ITS OWN EXAMINATION OF THE PROPERTY . BUYER TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPR SS OR IMPLIED WARRANTIES ( EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSIFJG DOCUMENTS ) . THIS PROVISION WILL SURVIVE THE CLOSING . - - - | - - - | - - -


| 20)| LIMITATION OF AGENT'S LIABILITY: EXCEPT FOR AGENT'S SOLE GROSS NEGLIGENCE OR SOLE WILLFUL MISCONDUCT, SELLER AGREES TO HOLD THE AGENTS HARMLESS FROM ANY DAMAGES, CLAIMS, COSTS AND EXPENSES RESULTING FROM OR RELATED TO ANY PARTY FURNISHING TO THE AGENTS OR BUYER ANY FALSE, INCORRECT OR INACCURATE INFORMATION WITH RESPECT TO THE PROPERTY OR SELLER'S CONCEALING ANY MATERIAL INFORMATION WITH RESPECT TO THE CONDITION OF THE PROPERTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGENTS' LIABILITY FOR ERRORS OR OMISSIONS, NEGLIGENCE, OR OTHERWISE, IS LIMITED TO THE RETURN OF THE FEE, IF ANY, PAID TO THE RESPONSIBLE AGENT PURSUANT TO THIS CONTRACT. IN ADDITION, SELLER AGREE TO DEFEND AND HOLD THE AGENTS PARTICIPATING IN THIS TRANSACTION HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DEBTS, DAMAGES, COSTS, AND EXPENSES INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES AND COURT COSTS, RELATED TO OR ARISING OUT OF OR IN ANY WAY CONNECTED TO REPRESENTATIONS ABOUT THE PROPERTY OR MATTERS THAT SHOULD BE ANALYZED BY EXPERTS. ---|---|---

| 20 ) | LIMITATION OF AGENT ' S LIABILITY : EXCEPT FOR AGENT ' S SOLE GROSS NEGLIGENCE OR SOLE WILLFUL MISCONDUCT , SELLER AGREES TO HOLD THE AGENTS HARMLESS FROM ANY DAMAGES , CLAIMS , COSTS AND EXPENSES RESULTING FROM OR RELATED TO ANY PARTY FURNISHING TO THE AGENTS OR BUYER ANY FALSE , INCORRECT OR INACCURATE INFORMATION WITH RESPECT TO THE PROPERTY OR SELLER ' S CONCEALING ANY MATERIAL INFORMATION WITH RESPECT TO THE CONDITION OF THE PROPERTY . TO THE EXTENT PERMITTED BY APPLICABLE LAW , THE AGENTS ' LIABILITY FOR ERRORS OR OMISSIONS , NEGLIGENCE , OR OTHERWISE , IS LIMITED TO THE RETURN OF THE FEE , IF ANY , PAID TO THE RESPONSIBLE AGENT PURSUANT TO THIS CONTRACT . IN ADDITION , SELLER AGREE TO DEFEND AND HOLD THE AGENTS PARTICIPATING IN THIS TRANSACTION HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES , CLAIMS , DEBTS , DAMAGES , COSTS , AND EXPENSES INCLUDING , BUT NOT LIMITED TO , REASONABLE ATTORNEYS FEES AND COURT COSTS , RELATED TO OR ARISING OUT OF OR IN ANY WAY CONNECTED TO REPRESENTATIONS ABOUT THE PROPERTY OR MATTERS THAT SHOULD BE ANALYZED BY EXPERTS . - - - | - - - | - - -


| 24)| FOREIGN INVESTOR DISCLOSURE: Seller and Buyer agree to execute and deliver any instrument, affidavit or statement, and to perform any act reasonably necessary to carry out the provisions of the Foreign Investment In Real Property Tax Act ( FIRPTA) and regulations promulgated there under. Buyer and Seller both agree to provide a signed FIRPTA form to Agent on or before the closing date. ---|---|---

| 24 ) | FOREIGN INVESTOR DISCLOSURE : Seller and Buyer agree to execute and deliver any instrument , affidavit or statement , and to perform any act reasonably necessary to carry out the provisions of the Foreign Investment In Real Property Tax Act ( FIRPTA ) and regulations promulgated there under . Buyer and Seller both agree to provide a signed FIRPTA form to Agent on or before the closing date . - - - | - - - | - - -


| Seller: | ANS Real Estate Ltd. | | Buyer | Rich Uncles NNN Operating Partnership , LP ---|---|---|---|---|--- | do: | Adam Smith | | do: | David Perduk 3080 | Address: | PO Box 586 Ranoke, TX 76262 | | Address: | Bristol Street, Suite 550 Costa Mesa, CA | Telephone No.: | (817), q 26 7 -2 6 4 4 | | Telephone No.: | 92626 (949) 873-6535 | Fax No.: | r17-421-ilst ntletActlel | | Fax No.: | | Email: | adam@terasharhyreutfis | | Email: |

| Seller : | ANS Real Estate Ltd . | | Buyer | Rich Uncles NNN Operating Partnership , LP - - - | - - - | - - - | - - - | - - - | - - - | do : | Adam Smith | | do : | David Perduk 3080 | Address : | PO Box 586 Ranoke , TX 76262 | | Address : | Bristol Street , Suite 550 Costa Mesa , CA | Telephone No . : | ( 817 ) , q 26 7 - 2 6 4 4 | | Telephone No . : | 92626 ( 949 ) 873-6535 | Fax No . : | r17-421-ilst ntletActlel | | Fax No . : | | Email : | adam @ terasharhyreutfis | | Email : |


Telephone: | Attn: David Perduk (949) 873-6535 | | By: | Rich Uncles NNN REIT, Inc. a Maryland ---|---|---|---|--- | | | | c | | | | o | | | | r | | | | po,iwtlon, Its General Partner | | | | Facsimile: | NIA | | By: | | | | | | | | | H old Ho | | | | C ef Exutive Officer

Telephone : | Attn : David Perduk ( 949 ) 873-6535 | | By : | Rich Uncles NNN REIT , Inc . a Maryland - - - | - - - | - - - | - - - | - - - | | | | c | | | | o | | | | r | | | | po , iwtlon , Its General Partner | | | | Facsimile : | NIA | | By : | | | | | | | | | H old Ho | | | | C ef Exutive Officer


3080 Bristol Street, Suite 550


| Re:| Commercial Lease Agreement dated , 2017 ("Lease") between Rich Uncles NNN Operating Partnership, LP , a Delaware limited partnership ("Landlord") and Calculated Risk Bedford, LP , a Texas limited partnership, dba Texas Harley-Davidson ("Tenant") for that certain Premises located at 1 Texas Harley Way in the City of Bedford, Tarrant County, Texas ("Premises" or "Property") ---|---|---

| Re : | Commercial Lease Agreement dated , 2017 ( " Lease " ) between Rich Uncles NNN Operating Partnership , LP , a Delaware limited partnership ( " Landlord " ) and Calculated Risk Bedford , LP , a Texas limited partnership , dba Texas Harley-Davidson ( " Tenant " ) for that certain Premises located at 1 Texas Harley Way in the City of Bedford , Tarrant County , Texas ( " Premises " or " Property " ) - - - | - - - | - - -


Address:3080 Bristol Street, Suite 550, Costa Mesa, CA 92626

Address : 3080 Bristol Street , Suite 550 , Costa Mesa , CA 92626


Address: PO Box 586, Roanoke, TX 7626

Address : PO Box 586 , Roanoke , TX 7626


| 2.02| Holding Over. Tenant shall vacate the Premises immediately upon the expiration of the Term or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages incurred by Landlord as a result of any delay by Tenant in vacating the Premises. If Tenant does not vacate the Premises upon the expiration of the Term or earlier termination of this Lease, Tenant's occupancy of the Premises will be a day- to-day tenancy, subject to all of the terms of this Lease, except that the Base Rent during the holdover period will be increased to an amount that is one-and-one-half ( 11/2) times the Base Rent in effect on the expiration or termination of this Lease, computed on a daily basis for each day of the holdover period, plus all additional sums due under this Lease. This Section will not be construed as Landlord's consent for Tenant to hold over or to extend this Lease. ---|---|---

| 2 . 02 | Holding Over . Tenant shall vacate the Premises immediately upon the expiration of the Term or earlier termination of this Lease . Tenant shall reimburse Landlord for and indemnify Landlord against all damages incurred by Landlord as a result of any delay by Tenant in vacating the Premises . If Tenant does not vacate the Premises upon the expiration of the Term or earlier termination of this Lease , Tenant ' s occupancy of the Premises will be a day - to-day tenancy , subject to all of the terms of this Lease , except that the Base Rent during the holdover period will be increased to an amount that is one-and-one-half ( 11 / 2 ) times the Base Rent in effect on the expiration or termination of this Lease , computed on a daily basis for each day of the holdover period , plus all additional sums due under this Lease . This Section will not be construed as Landlord ' s consent for Tenant to hold over or to extend this Lease . - - - | - - - | - - -


| 3.02| Time of Payment. Upon execution of this Lease, Tenant shall deposit with Rattikin Title, at 201 Main Street, Suite 800, Fort Worth, Texas, 70102, Attn : Megan Newborn, as the escrow holder in connection with Landlord's acquisition of the Premises, the installment of Base Rent for the first 30 days of the Term. Upon the closing of the Premises, said first installment of Base Rent shall be disbursed to Landlord. On or before the first day of each succeeding month of the Term, the installment of Base Rent and other sums due under this Lease will be due and payable, in advance, without off-set, deduction or prior demand. If the Term commences or ends on a day other than the first or last day of a calendar month, the Rent for any fractional calendar month following the Commencement Date or preceding the end of the Term will be prorated by days. If any Rent is not received by Landlord or Landlord's designee within five (5) days after that Rent is due, Tenant shall pay to Landlord a late charge of 5% of the amount due as liquidated damages in lieu of actual damages (other than interest and attorneys' fees and costs). Tenant shall pay such amount to Landlord as Rent concurrently with the next installment of Base Rent due and owing under the Lease. In addition, if any Rent is not received by Landlord or Landlord's designee within five (5) days after that Rent is due, Tenant shall pay to Landlord annual interest on the past due amount from the date due until paid at the rate of 10% per year, or such lesser rate allowed by law. ---|---|---

| 3 . 02 | Time of Payment . Upon execution of this Lease , Tenant shall deposit with Rattikin Title , at 201 Main Street , Suite 800 , Fort Worth , Texas , 70102 , Attn : Megan Newborn , as the escrow holder in connection with Landlord ' s acquisition of the Premises , the installment of Base Rent for the first 30 days of the Term . Upon the closing of the Premises , said first installment of Base Rent shall be disbursed to Landlord . On or before the first day of each succeeding month of the Term , the installment of Base Rent and other sums due under this Lease will be due and payable , in advance , without off-set , deduction or prior demand . If the Term commences or ends on a day other than the first or last day of a calendar month , the Rent for any fractional calendar month following the Commencement Date or preceding the end of the Term will be prorated by days . If any Rent is not received by Landlord or Landlord ' s designee within five ( 5 ) days after that Rent is due , Tenant shall pay to Landlord a late charge of 5 % of the amount due as liquidated damages in lieu of actual damages ( other than interest and attorneys ' fees and costs ) . Tenant shall pay such amount to Landlord as Rent concurrently with the next installment of Base Rent due and owing under the Lease . In addition , if any Rent is not received by Landlord or Landlord ' s designee within five ( 5 ) days after that Rent is due , Tenant shall pay to Landlord annual interest on the past due amount from the date due until paid at the rate of 10 % per year , or such lesser rate allowed by law . - - - | - - - | - - -


PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS

PROPERTY CONDITION , MAINTENANCE , REPAIRS AND ALTERATIONS


| 14.01| Tenant's Compliance with Environmental Laws. Tenant, at Tenant's expense, shall comply with all laws, rules, orders, ordinances, directions, regulations and requirements of Federal, State, county and municipal authorities pertaining to Tenant's use of the Premises and with the recorded covenants, conditions and restrictions, regardless of when they become effective, including, without limitation, all applicable Federal, State and local laws, regulations or ordinances pertaining to air and water quality, Hazardous Materials (as defined in Section 14.03) waste disposal, air emissions and other environmental matters, all zoning and other land use matters, and with any direction of any public officer or officers, pursuant to law, which impose any duty upon Landlord or Tenant with respect to the use or occupancy of the Premises. ---|---|---

| 14 . 01 | Tenant ' s Compliance with Environmental Laws . Tenant , at Tenant ' s expense , shall comply with all laws , rules , orders , ordinances , directions , regulations and requirements of Federal , State , county and municipal authorities pertaining to Tenant ' s use of the Premises and with the recorded covenants , conditions and restrictions , regardless of when they become effective , including , without limitation , all applicable Federal , State and local laws , regulations or ordinances pertaining to air and water quality , Hazardous Materials ( as defined in Section 14 . 03 ) waste disposal , air emissions and other environmental matters , all zoning and other land use matters , and with any direction of any public officer or officers , pursuant to law , which impose any duty upon Landlord or Tenant with respect to the use or occupancy of the Premises . - - - | - - - | - - -


Section 1.Guaranty. For value received, and in order to induce ____________________[RICH UNCLES PURCHASING ENTITY]("Landlord"), to execute that certain Commercial Lease Agreement (the "Lease") with Calculated Risk Bedford, LP dba Texas Harley-Davidson ("Tenant"), for the leased premises consisting of the Property located at I Texas Harley Way, Bedford, Texas 76021, (together with any and all extensions or renewals thereof and amendments and modifications thereto, the "Lease"), Adam Smith ("Guarantor"), hereby unconditionally guarantees to Landlord (and Landlord's successors and assigns) the full, prompt and faithfill performance of each and every obligation of Tenant and any permitted assignee under the 1-ease, including, without limitation, the full and punctual payment (in the manner and at the times prescribed in the Lease) of all sums due and owing or to become due and owing by Tenant under the Lease (the "Guaranteed Obligations"). All capitalized terms used in this Guaranty and not defined in this Guaranty shall have the meaning given to such terms in the Lease

Section 1 . Guaranty . For value received , and in order to induce ____________________ [ RICH UNCLES PURCHASING ENTITY ] ( " Landlord " ) , to execute that certain Commercial Lease Agreement ( the " Lease " ) with Calculated Risk Bedford , LP dba Texas Harley-Davidson ( " Tenant " ) , for the leased premises consisting of the Property located at I Texas Harley Way , Bedford , Texas 76021 , ( together with any and all extensions or renewals thereof and amendments and modifications thereto , the " Lease " ) , Adam Smith ( " Guarantor " ) , hereby unconditionally guarantees to Landlord ( and Landlord ' s successors and assigns ) the full , prompt and faithfill performance of each and every obligation of Tenant and any permitted assignee under the 1-ease , including , without limitation , the full and punctual payment ( in the manner and at the times prescribed in the Lease ) of all sums due and owing or to become due and owing by Tenant under the Lease ( the " Guaranteed Obligations " ) . All capitalized terms used in this Guaranty and not defined in this Guaranty shall have the meaning given to such terms in the Lease


Section 9.Applicable Law. This Guaranty shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas, and is intended to be performed in accordance with and as permitted by such laws. This Guaranty cannot be changed or terminated orally. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Guaranty must bring such legal action or proceeding in the applicable court(s) of Tat-rant County, Texas having jurisdiction over the subject matter of such action or proceeding, and each party submits to the jurisdiction of such court(s). The Guarantor hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction and consents to the granting of such legal or equitable relief as is deemed appropriate by the court.

Section 9 . Applicable Law . This Guaranty shall be governed by and construed in accordance with the laws of the United States of America and the State of Texas , and is intended to be performed in accordance with and as permitted by such laws . This Guaranty cannot be changed or terminated orally . Any party bringing a legal action or proceeding against any other party arising out of or relating to this Guaranty must bring such legal action or proceeding in the applicable court ( s ) of Tat-rant County , Texas having jurisdiction over the subject matter of such action or proceeding , and each party submits to the jurisdiction of such court ( s ) . The Guarantor hereby irrevocably waives any objection , including , without limitation , any objection to the laying of venue or based on the grounds of forum non conveniens , which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction and consents to the granting of such legal or equitable relief as is deemed appropriate by the court .