this <mask> Agreement (this “Letter”) is to set forth our mutual
understanding regarding your provision of certain consulting services to
Protective beginning June 13, 2020, following your retirement on June 12, 2020
(your “Separation from Service”). Given your long tenure and service as a senior
officer of Protective, Protective seeks to engage you as an independent
contractor to be called upon, as needed, to provide the consulting and business
transition services described below.


This <mask> AGREEMENT (this “Agreement”), effective as of May 1, 2020, (the
“Effective Date”), by and between Hometown International, Inc, a Nevada
corporation (the “Company”), and Tryon Capital Ventures LLC, a North Carolina
limited liability company (“Consultant”).
The Company desires to retain Consultant and to have Consultant render the
services described in this Agreement, and Consultant desires to become so
engaged, on the terms and conditions set forth herein.


This <mask> Agreement (this “Agreement”) is made and entered into as of
August 4, 2020 (the “Effective Date”) by and between Talend, Inc. (the
“Company”) and Talend S.A. (the “Parent”), and Michael Tuchen, an individual
(“Consultant”) (each herein referred to individually as a “Party,” or
collectively as the “Parties”). In consideration of the mutual promises
contained herein, the Parties agree as follows:


This <mask> Agreement (this “Agreement”) is made and entered into as of
2/13/2020 (the “Effective Date”) by and between Stowe Pharmaceuticals, Inc., a
Delaware corporation with its principal place of business at 102 Woodmont Blvd.,
Suite 610, Nashville, TN 37205 (the “Company”), and Andrew R. Boll, an
individual with a principal place of business at 102 Woodmont Blvd., Suite 610,
Nashville, TN 37205 (“Consultant”) (each herein referred to individually as a
“Party,” or collectively as the “Parties”).
The Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company, and Consultant is willing to perform such
services, on the terms described below. In consideration of the mutual promises
contained herein, the Parties agree as follows:


This <mask> Agreement (“Agreement”) is entered as of September 23, 2019 (the
“Effective Date”) between KLA Corporation, a Delaware corporation, having its
principal place of business at One Technology Drive, Milpitas, CA 95035,
together with its subsidiaries (“KLA”) and Jeneanne Hanley, having an address at
[***] (“Consultant”). This Agreement shall remain in effect for a period of one
year from the Effective Date, unless earlier terminated in accordance with the
terms set forth herein. This Agreement may be extended for one or more
subsequent terms upon mutual agreement of the parties.


THIS <mask> AGREEMENT (this “Agreement”), is entered into as of December 1,
2020 (the “Effective Date”) by and between Singapore Volition Pte. Limited, a
Singapore corporation with its office located at 111 Somerset Road, Level 3,
TripleOne Somerset, Singapore 238164 (the “Company”) and PB Commodities Pte.
Ltd, a Singapore corporation with its registered office located at 165 Gangsa
Road, Unit 01-70, Singapore 670165 (the “Consultant”).
(referred to herein individually as a “Party” or collectively as the “Parties”)


This <mask> Agreement (“Agreement”) is made and entered into as of 12/1/2019
(“Effective Date”) by and between DRIVEN DELIVERIES (“Company”), and the party
identified in the signature block below (“Consultant”) (each referred to
individually as a “Party,” or collectively as the “Parties”).
The Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company, and Consultant is willing to perform such
services, on the terms described below.
In consideration of the mutual promises contained herein, the Parties agree as
follows:


This <mask> Agreement and Mutual Release and Waiver of All Claims (this
"Agreement") is entered into by James Segreto ("Employee") and SPAR Group, Inc.,
a Delaware corporation ("SGRP" or the "Corporation") and is dated and effective
as of August 7, 2020 (the "Effective Date") Together, the Employee and SGRP may
be referred to collectively as the "Parties" and the term "Party" may refer to
any and each of them. Additionally, SGRP and all of its domestic and foreign
subsidiaries will be referred to collectively as "SPAR Group" or the "Company".
For clarity, SPAR Group and the Company include both SGRP and each direct or
indirect subsidiary of SGRP at the applicable time. The subsidiaries of SGRP
include those listed at the relevant time in Exhibit 21.1 to SGRP's most recent
Annual Report on Form 10-K as filed with the SEC, a copy of which can be viewed
at the Corporation's website (www.sparinc.com) under the tab/ sub-tab of
Investor Relations/SEC Filings.


This <mask> Agreement (the “Agreement’) is made as of August 11, 2020 (the
“Effective Date”) and confirms the understanding of the parties with respect to
the consulting services that Blue Ox Healthcare Partners, LLC (“Blue Ox”) has
agreed to perform for Obalon Therapeutics, Inc. (“Obalon” or the “Company”), as
well as Blue Ox’s obligations with respect to Obalon’s confidential information
and any intellectual property that may arise from this Agreement.


This <mask> Agreement (“Agreement”) is dated this 26th day of May 2020 (the
“Effective Date”), by and between Carbon Energy Corporation, a Delaware
corporation (“Carbon”), and Kevin D. Struzeski (“Contractor”). (Carbon and
Contractor may sometimes be referred to in this Agreement individually as a
“Party” or together as the “Parties.”) Contractor is a Agent and Representative
as defined under the Transition Services Agreement with Diversified Gas and Oil.
AGREEMENT
In consideration of the mutual covenants and conditions contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Carbon and Contractor agree as follows:


This <mask> Agreement (the “Agreement”), effective as of January 1, 2020
(the “Effective Date”), is made between Agenus Inc., a Delaware corporation,
having an address at 149 Fifth Avenue, Suite 500, New York, NY 10010 (“Agenus”),
and Brian Corvese, an individual having an address at PO Box 49, Westport, CT
06881 (the “Consultant”) (each a “Party” and collectively the “Parties”).


This FIRST Amendment to <mask> Agreement (this “Amendment”) is entered into
as of September 29, 2020 by and between Blue Horizon Consulting, LLC, a Puerto
Rico limited liability company (“Blue Horizon”), as Assignee under concurrent
Assignment dated as of May 28, 2019, of all rights, title and interests of Happy
Walters, as “Consultant” as applicable both therein and herein, under that
certain Consulting Services Agreement (the “Agreement”), effective as of the
same date, between Happy Walters and Conversion Labs, Inc., a Delaware
corporation (the “Company”). The Consultant and the Company are also referred to
together as the “Parties”.


This <mask> Agreement (the "Agreement"), effective as of June 10th, 2020 is
entered into by and between, Kisses from Italy Inc., a Florida Corporation, with
principal offices at 80 SW 8th Street, Suite 2000, Miami, FL 33130, (herein
referred to as the "Company") and Impact IR Inc., a Nevada Corporation with
principal address at 54 West 40th Street, New York, NY 10018 (herein referred to
as the "Consultant"). Company and Consultant may also be referred to each herein
as a "Party," or collectively as the "Parties."


This Amended and Restated <mask> Agreement (this “Agreement”) is entered
into as of October 1, 2020 (the “Commencement Date”) by and between SCIENTIFIC
GAMES CORPORATION, with offices located at 6601 Bermuda Road, Las Vegas, NV
89119 (the “Company”), and Jamie Odell Pty Ltd., 17 Holmwood Avenue, Brighton,
Victoria, Australia 3186 (the “Consultant” and, together with the Company, the
“Parties”).


This <mask> Agreement (“Agreement”) is made and entered into as of February
07, 2020 (“Effective Date”) by and between DRIVEN DELIVERIES (“Company”), and IP
TECH SOLUTIONS, LLC the party identified in the signature block below
(“Consultant”) (each referred to individually as a “Party,” or collectively as
the “Parties”).
The Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company, and Consultant is willing to perform such
services, on the terms described below.
In consideration of the mutual promises contained herein, the Parties agree as
follows:


This <mask> Agreement (the “Agreement”) is made and entered into as of this
16th day of December 2019, by and between Deep Green Waste & Recycling, Inc. a
Wyoming corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA
98072 (the “Company”) and Sylios Corp (the “Consultant”), a Florida corporation
whose address is 501 1st Ave N., Suite 900, St. Petersburg, FL 33701,
(individually, a “Party”; collectively, the “Parties”). This Agreement is
non-exclusive.


This <mask> AGREEMENT (the “Agreement”) is made and entered into as of April
__, 2020 (the “Effective Date”), by and between Uppercut Brands, Inc., a
Delaware corporation (the “Company”), and ___________________ (“Consultant”).
A. WHEREAS, the Company desires to engage Consultant as a consultant and in
connection therewith to provide certain consulting services to the Company and
Consultant is willing to be engaged by the Company as a consultant and to
provide such services, on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual obligations set
forth in this Agreement, the parties agree as follows:


This <mask> Agreement (the “Agreement”) is made effective as of December 1,
2020 (the “Effective Date”), by and between Brickell Biotech, Inc., a Delaware
corporation, with its principal place of business being 5777 Central Avenue,
Suite 102, Boulder, CO 80301 (the “Company”) and Danforth Advisors, LLC, a
Massachusetts limited liability corporation, with its principal place of
business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company
and Danforth are herein sometimes referred to individually as a “Party” and
collectively as the “Parties.”


THIS <mask> AGREEMENT (this “Agreement”) is made and entered into effective
as of the first day of January 2013, between Inter Parfums, Inc., a Delaware
corporation (“Company”), with offices at 551 Fifth Avenue, New York, NY 10176,
and Philippe Benacin Holding SAS, a French corporation (“Consultant”) with is
offices at 4, rond point des Champs Elysees, 75008 Paris.


This <mask> Agreement (the “Consulting Agreement”) is entered into by and
between Sunesis Pharmaceuticals, Inc. (“SUNESIS”) and William P. Quinn
(“CONSULTANT”) in connection with and as Exhibit A to the Agreement (the
“Agreement”) between the parties of even date herewith. SUNESIS desires to have
CONSULTANT serve as a non-exclusive consultant to SUNESIS under the terms of
this Agreement.
This Consulting Agreement is effective immediately upon the
expiration of CONSULTANT’s service with SUNESIS as an employee, such that there
is no break in service between his termination of employment and the
effectiveness of this Consulting Agreement.


This <mask> Agreement (the “Agreement”) is made effective as of January 22,
2020 (the “Effective Date”), by and between Aduro Biotech, a California
corporation, with its principal place of business being 740 Heinz Ave, Berkley,
CA 94710 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited
liability corporation, with its principal place of business being 91 Middle
Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein
sometimes referred to individually as a “Party” and collectively as the
“Parties.”


This Amendment to <mask> Agreement (the “Amendment”), effective as of
January 1st, 2020 (the “Effective Date”), is by and between Variation
Biotechnologies Inc., a corporation incorporated pursuant to the laws of Canada
(the “Company”) having an address of 310 Hunt Club Road East, Ottawa, Ontario
K1V 1C1 and F. Diaz-Mitoma Professional Corporation (Ontario corporation number
002356634) having an address of 210 Barrow Crescent, Kanata, Ontario K2L 2C7
(“Consultant”). The Consultant and Company are sometimes referred to as a
“Party” and are collectively referred to as the “Parties”.


This <mask> AGREEMENT (this “Agreement”), effective as of May 1, 2020, (the
“Effective Date”) by and between Hometown International, Inc., a Nevada
corporation (the “Company”), and VCH Limited, a company formed under the laws of
Macau (“Consultant”).
The Company desires to retain Consultant and to have Consultant render the
services described in this Agreement, and Consultant desires to become so
engaged, on the terms and conditions set forth herein.


This <mask> Agreement (“Agreement”) is dated this 26th day of May 2020 (the
“Effective Date”), by and between Carbon Energy Corporation, a Delaware
corporation (“Carbon”), and Mark D. Pierce (“Contractor”). (Carbon and
Contractor may sometimes be referred to in this Agreement individually as a
“Party” or together as the “Parties.”) Contractor is a Agent and Representative
as defined under the Transition Services Agreement with Diversified Gas and Oil.
AGREEMENT
In consideration of the mutual covenants and conditions contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Carbon and Contractor agree as follows:


THIS <mask> AGREEMENT (this “Agreement”) is entered into as of July 1, 2020
(the “Effective Date”) by and between Melvin Flanigan ("Consultant"), CWGS
Enterprises, LLC, a Delaware limited liability company (“CWGS”) and Camping
World Holdings, Inc., a Delaware corporation (“CWH” and together with CWGS,
collectively, the "Company”).
A.
Consultant is currently employed by the Company pursuant to the terms of
that certain Employment Agreement dated January 1, 2019, as amended by that
certain First Amendment to Employment Agreement dated November 8, 2019 (the
“Employment Agreement”), pursuant to which Consultant serves as the Company’s
Chief Financial Officer and Corporate Secretary.
B.
The Consultant has resigned
as the Chief Financial Officer of the Company
effective as of June 30, 2020 (the “Termination Date”) and the Company has
accepted such resignation.
C.
The Company and Consultant desire that Consultant provide certain
consulting services to the Company commencing on the Effective Date, pursuant to
the terms and conditions of this Agreement.


This <mask> Agreement (together with its attachments, this “Agreement”) made
as of the date written above (the “Effective Date”) is between Verastem, Inc. a
Delaware corporation having an address at 117 Kendrick Street, Suite 500,
Needham, MA 02494 (the “Company”), and Robert Forrester, residing at 346 Gay
Street, Westwood, MA 02142,
(“Consultant”). The Company desires to have the
benefit of Consultant's knowledge and experience, and Consultant desires to
provide Consulting Services (defined below)
to the Company, all as provided in
this Agreement.
All capitalized terms not herein defined shall have the
definitions ascribed to them in the Separation Agreement signed between
Consultant and the Company on June 25, 2019 (the “Separation Agreement”).


THIS <mask> AGREEMENT (this “Consulting Agreement”) is made and entered as
of the 31st day of August, 2020 (the “Execution Date”), by and between Galectin
Therapeutics Inc., a corporation incorporated under the laws of the State of
Nevada (the “Company”), and Harold H. Shlevin, Ph.D. (“Shlevin”), an individual
residing in the State of Florida.


This Amendment to <mask> Agreement (the “Amendment”) between Bloom Energy
Corporation (the “Company”) and The Honorable Colin L. Powell (the “Consultant”)
is entered into this 31st day of July, 2019. The Company and the Consultant
previously entered into a Consulting Agreement dated January 29, 2009 (the
“Consulting Agreement”) pursuant to which the Consultant was retained by the
Company as an independent contractor to perform consulting services for the
Company on the terms set forth in the Consulting Agreement. The Company and the
Consultant desire to amend the terms of the Consulting Agreement as follows:


THIS <mask> AGREEMENT (the “Agreement”) is made and entered into as of May
18, 2020, effective as of May 11, 2020 (“Effective Date”), by and between
Myovant Sciences GmbH (“Myovant”) having a registered office at Viaduktstrasse
8, 4051 Basel, Switzerland and Sumitovant Biopharma, INC. (“Sumitovant”), having
an office at 151 W. 42nd Street, 15th Floor, New York NY 10036 (“Consultant”).


This <mask> Agreement (this “Agreement”) is entered into as of 16 May, 2019
(the “Commencement Date”) by and between SCIENTIFIC GAMES CORPORATION, with
offices located at 6601 Bermuda Road, Las Vegas, NV 89119 (the “Company”), and
Jamie Odell Pty Ltd., 17 Holmwood Avenue, Brighton, Victoria, Australia 3186
(the “Consultant” and, together with the Company, the “Parties”).


THIS <mask> AGREEMENT (this “Agreement”) is effective this 1st day of April
2020 (the “Effective Date”), by and between Wrap Technologies, Inc.
(the “Company”) and V3 Capital Partners, LLC (“V3”).
The Company and V3 are
sometimes referred to in this Agreement collectively as the “Parties,” and each
individually as a “Party.”


This <mask> Agreement (the “Agreement”), effective as June 22, 2020 (the
“Effective Date”) is made between Constellation Pharmaceuticals, Inc., a
Delaware corporation, with offices at 215 First St., Suite 200, Cambridge, MA
02142 (“Constellation”), and Oncology Drug Development, LLC., a Pennsylvania
company (“Consultant”) (each a “Party” and collectively the “Parties”).
R E C I T A L S


THIS <mask> AGREEMENT (the “Agreement”), dated as of 10 August 2020 (the
“Effective Date”) is entered into by Cleveland BioLabs, Inc., a Delaware
corporation with its principal place of business at 73 High Street, Buffalo, NY
14203, U.S.A. (“CBLI” or, the “Company”), and Sound Clinical Solutions, SP, a
sole proprietorship with an address at 3057 Perkins Lane W, Seattle, WA 98199
(“Consultant”).


This <mask> Agreement (this “Agreement”) is made and entered into as of
February 13, 2020 (the “Effective Date”) by and between Stowe Pharmaceuticals,
Inc., a Delaware corporation with its principal place of business at 102
Woodmont Blvd., Suite 610, Nashville, TN 37205 (the “Company”), and John
Saharek, an individual with a principal place of business at 12264 El Camino
Real, Suite 350, San Diego, CA 92130 (“Consultant”) (each herein referred to
individually as a “Party,” or collectively as the “Parties”).
The Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company, and Consultant is willing to perform such
services, on the terms described below. In consideration of the mutual promises
contained herein, the Parties agree as follows:


This <mask> Agreement (the “Agreement”), effective as of October 4, 2019, is
made by and between Duke Energy Business Services, LLC, individually and/or
collectively, as appropriate, with Duke Energy Corporation and its subsidiaries
and affiliates (“Duke Energy”), and Frank Yoho (the “Consultant”) (collectively
referred to herein as the “Parties” and individually as a “Party”).


This <mask> Agreement (the “Agreement”) is entered into as of this 22nd day
of May, 2020 (the “Effective Date”) by and between Qualigen Therapeutics, Inc.
(formerly known as Ritter Pharmaceuticals, Inc.), at 2042 Corte Del Nogal,
Carlsbad, California 92011 (the “Company”), and CFB Financial, Inc., at 2360
Nabal Street, Escondido, California 92025 (“Consultant”). Company and the
Consultant are collectively referred to herein as the “Parties.”
TERMS AND CONDITIONS


This <mask> Agreement and Release (“Agreement”) is between HollyFrontier
Corporation and HollyFrontier Payroll Services, Inc., on behalf of themselves
and their respective parents, subsidiaries, and affiliates (collectively, the
“Company”), and me, James Stump. By signing this Agreement, I am agreeing to
release all claims against the Company, and promising not to sue the Company in
the future, all as described in more detail below. In exchange for my agreements
and promises and the timely execution (and non-revocation) of the release of
claims in the form set forth as Attachment B (the “Release”) which attachment is
part of this Agreement, the Company has agreed to pay me Benefits (set forth on
Attachment A) which I understand I would not receive unless I sign this
Agreement. I acknowledge and agree to the following:


This <mask> Agreement (the “Agreement”) is made as of April 16, 2020
(“Effective Date”), by and between Touchpoint Group Holdings (“TGHI” or the
“Company”), a Delaware Cor- poration; and Quantum Lexicon, a Delaware Limited
Liability Corporation, (“QL,” or the “Consult- ant”). Company and/or Consultant
may each be referred to herein as a “Party,” and collectively as the “Parties.”


This <mask> Agreement (“Agreement”) is entered into as of November 17, 2020
(“Effective Date”), by and between Eric Wu, an individual with principal place
of business at 700 Yan An East Road, Gang Tai Plaza Suite 1907, Shanghai China
(“Consultant”), and NovaBay Pharmaceuticals, Inc. (“Company”), a Delaware
corporation whose address 2000 Powell St. Suite 1150, Emeryville, CA 94608, each
separately referred as a “Party” and collectively the “Parties.”
Company desires to retain Consultant to provide consulting services to Company,
and Consultant is willing to provide such services to Company, on the terms and
conditions set forth herein.


This <mask> AGREEMENT (“Agreement”) is made and entered into on and as of
March 2, 2020 by and between Mikros Systems Corporation, a Delaware corporation
(the “Company“), and Mark Malone (“Consultant”).
In consideration of the mutual premises herein contained and intending to be
legally bound hereby, the parties agree as follows:


This <mask> Agreement (“Agreement”) is entered into as of December 12th,
2019 (the “Effective Date”) by and between Applied DNA Sciences, Inc. a Delaware
corporation located at 50 Health Sciences Drive, Stony Brook, New York, 11790
(the “Company”) and Meadow Hill Place, LLC, with an address of [intentionally
omitted] (“Consultant”). The Company desires to retain Consultant as an
independent contractor to perform consulting services for the Company, and
Consultant is willing to perform such services, on the terms described below.
In consideration of the mutual promises contained herein, the parties agree as
follows:


THIS <mask> AGREEMENT is effective as of November 1, 2020 ("Effective
Date"), between Centrus Energy Corp., a Delaware corporation, the principal
office of which is located at One Democracy Center, 6901 Rockledge Drive, Suite
800, Bethesda, Maryland 20817 (hereinafter referred to as "Centrus" or
“Corporation”), and Mr. Elmer Dyke, an individual residing at ***** (hereinafter
referred to as "Consultant").
IN CONSIDERATION of the mutual promises set forth herein, the parties hereby
agree as follows:


THIS MASTER <mask> AGREEMENT (this “MSA”) is made and entered into as of the
date of last signature below (the “Effective Date”) by and between Checkpoint
Therapeutics, Inc., a Delaware corporation having its principal place of
business at 2 Gansevoort St., 9th Floor, New York, NY 10014 (“Client”), and
Samsung BioLogics Co., Ltd., a company with offices at 300, Songdo bio-daero,
Yeonsu-gu, Incheon, 21987, Republic of Korea (“SBL”). Client and SBL are
sometimes referred to herein individually as a “Party” and collectively as the
“Parties”.


THIS <mask> AGREEMENT (Agreement) is entered into as of _____________
(Effective Date), between [OWNER], a [STATE] limited liability company (Owner),
[TRS], a [STATE] limited liability company, operator of the [Hotel Name] located
at [Hotel Address], (Operator) both with an address of 1635 43rd Street South,
Suite 205, Fargo, North Dakota 58103, and One Rep Construction LLC, a North
Dakota limited liability company (One Rep) with an address of 1635 43rd Street
South, Suite 305, Fargo, North Dakota 58103.
In consideration of the mutual covenants in this Agreement, Owner, Operator, and
One Rep agree as follows:


THIS <mask> AGREEMENT (this “Agreement”), entered into this ___ day of
September 2020, sets forth the arrangement between ________________, with an
address located at ______________ (hereinafter referred to as “Consultant”), and
Global Boatworks Holdings, Inc., a Florida corporation, with its principal place
of business at 2637 Atlantic Blvd., #134, Pompano Beach, FL
33062 (hereinafter
referred to as “Company”), with respect to compensation to which Consultant may
become entitled under the terms and conditions set forth in this Agreement.


This MASTER <mask> AGREEMENT (“Master Agreement”) is entered into on April 2,
2020 and made effective as of April 1, 2020 (the “Effective Date”), by and
between STONEMOR OPERATING LLC, a Delaware limited liability company (together
with its successors or assigns, “Customer”), and MOON LANDSCAPING, INC., a
Pennsylvania corporation (“Supplier”).


This <mask> AGREEMENT is entered into on, and effective as of, August __, 2019
(the “Effective Date”) among TransMontaigne Management Company, LLC, a Delaware
limited liability company (“EmployeeCo”) and TLP Management Services, LLC, a
Delaware limited liability company (the “Operating Company”).
The above-named
entities are sometimes referred to in this Agreement (as defined herein) each as
a “Party” and collectively as the “Parties.”


This Master <mask> Agreement for Professional Services (the “MSA”) by and
between Conn Appliances, Inc., with offices at 2445 Technology Forest Blvd., The
Woodlands, TX 77381 (hereinafter individually referred to as the “Company”) and
Woodlands Financial Advisory LLC at 283 N Silvershire Cir, The Woodlands, TX
77381 (hereinafter referred to as “Consultant” and, together with the Company,
the “Parties”) is made and entered into on April 14, 2020, and effective as of
April 1, 2020 (the “Effective Date”).


THIS MASTER <mask> AGREEMENT (the “Agreement”) is made and entered into as of
October 26, 2020, with an effective date as of September 10, 2020 (the
“Effective Date”), by and between Cerberus Technology Solutions, LLC a Delaware
limited liability company with offices at 875 Third Avenue, 3rd Floor, New York,
NY 10022 (“CTS”), and Cerberus Telecom Acquisition Corp., a Cayman Islands
exempted company, with offices at 875 Third Avenue, New York, NY 10022
(“Client”). For purposes of this Agreement, CTS and Client each may be referred
to individually as a “Party,” and together as the “Parties”.


This <mask> AGREEMENT (“Agreement”) is made and entered into as of September
1, 2015 (the “Effective Date”) by and between Dignity Health, a California
nonprofit, public benefit corporation, with its business office at 185 Berry
Street, Suite 300, San Francisco, CA 94107 (hereinafter referred to as “Dignity
Health”), for itself and on behalf of its affiliates, and Augmedix, Inc., a
Delaware corporation with its principal offices at 1161 Mission Street, Suite
210, San Francisco, CA 94103 (hereinafter referred to as “Augmedix”).


This <mask> Agreement (“Agreement”) is effective as of April 1, 2020
(“Effective Date”), by and between TLF Bio Innovation Lab LLC, a Delaware
limited liability corporation whose principal place of business is at 44 Cypress
Street, Brookline, MA 02445 (“Provider”), and NovaBay Pharmaceuticals, Inc.
(“Company”), a Delaware corporation whose address is 2000 Powell St. Suite 1150,
Emeryville, CA 94608, each separately referred as a “Party” and collectively the
“Parties.”
Company desires to hire Provider to provide specified services for Company as
outlined in, and pursuant to the terms of, this Agreement and Provider is
willing to provide such services to Company, on the terms and conditions set
forth herein.


THIS MASTER <mask> AGREEMENT (“Agreement”) is dated as of October 1, 2019 and
is between Augmedix, Inc., a Delaware corporation with offices at 1161 Mission
Street, Suite 210, San Francisco, CA 94103 (“Augmedix"), and IDS Infotech
Limited, an Indian limited company, with an office located at C-138, Phase 8
Industrial area, Sahibzada Ajit Singh Nagar (Mohali), Punjab 160071 Punjab,
India (“Scribe Service Provider”) (each a “Party” and together the “Parties”).
Augmedix wishes to engage Scribe Service Provider to perform certain services,
as more particularly described herein, and Scribe Service Provider wishes to
accept such engagement and perform the services, all in accordance with the
terms and conditions set forth in this Agreement. Accordingly, in consideration
of the mutual promises and covenants contained herein and intending to be
legally bound hereby, the Parties agree as follows:


THIS <mask> AGREEMENT (this “Agreement”) is made on 25 September 2018
BETWEEN:
(1)
Oaktree Capital Management, L.P. a Delaware limited partnership of 333 South
Grand Avenue, 28th Floor, Los Angeles, CA 90071 ("Oaktree US"); and
(2)
Oaktree Capital Management (International) Limited, a private limited company
(registered number 11311066) registered in England and Wales of Verde, 10
Bressenden Place, London, SW1E 5DH (the "Sub-Advisor").


THIS <mask> AGREEMENT (“Agreement”) made as of February 29, 2020 (the
“Effective Date”) is between Ironwood Pharmaceuticals, Inc., a Delaware
corporation having an address at 100 Summer Street, Suite 2300, Boston, MA 02110
(“Ironwood”), and Halley E. Gilbert (“Consultant”).
Ironwood desires to have
the benefit of Consultant's knowledge and experience, and Consultant desires to
provide Services (defined below) to Ironwood, all as provided in this Agreement.


THIS MASTER <mask> AGREEMENT (hereinafter “Agreement”) is made this 7th day of
November, 2018 (hereinafter “Effective Date”) by and between Southern Research
Institute (hereinafter “Southern Research”), a 501(c)(3) non-profit corporation
organized under the laws of the State of Alabama, and Tonix Pharmaceuticals,
Inc. (hereinafter “Client”) (each singularly a “Party” and collectively the
“Parties”).


This Master <mask> Agreement (this “Agreement” or “MSA”) is made effective as
of July 1, 2020 (the “Effective Date”) by and between OPIANT PHARMACEUTICALS,
INC., with principal executive offices at 233 Wilshire Blvd., Suite 280, Santa
Monica, CA 90401 (“Client”) and SUMMIT BIOSCIENCES INC., with principal
executive offices at Coldstream Research Campus, 1513 Bull Lea Road, Lexington,
Kentucky 40511 (“Service Provider” or “Summit”). Client and Service Provider are
sometimes referred to individually herein as a “Party” and collectively as the
“Parties.”


THIS MASTER <mask> AGREEMENT (“Agreement”) is effective as of February 1, 2018
(“Effective Date”) and is between Augmedix, Inc., a Delaware corporation with
offices at 1161 Mission Street, Suite 210, San Francisco, CA 94103 (“Augmedix”),
and Infosense Technologies, Pvt. Ltd. (dba OG Healthcare), with office located
at 3rd Floor, 27/A Boopasandra Main Road, Boopasandra, Bangalore 560094,
Karnataka, India (“Scribe Service Provider”) (each a “Party” and together the
“Parties”).
Augmedix wishes to engage Scribe Service Provider to perform certain services,
as more particularly described herein, and Scribe Service Provider wishes to
accept such engagement and perform the services, all in accordance with the
terms and conditions set forth in this Agreement. Accordingly, in consideration
of the mutual promises and covenants contained herein and intending to be
legally bound hereby, the Parties agree as follows:


THIS <mask> AGREEMENT (this “Agreement”) is made on 25th February 2020
BETWEEN:
(1)
Oaktree Capital Management, L.P. a Delaware limited partnership of 333 South
Grand Avenue, 28th Floor, Los Angeles, CA 90071 ("Oaktree US"); and
(2)
Oaktree Capital Management (UK) LLP, a limited liability partnership (registered
number OC363917) registered in England and Wales of Verde, 10 Bressenden Place,
London SW1E 5DH (the "LLP").


This Master <mask> Agreement (“Agreement”) is made effective June 12, 2020
between Xenetic Biosciences, Inc. a Nevada corporation having its place of
business at 40 Speen Street, Suite 102, Framingham, Massachusetts 01701
(“Sponsor”) and PJSC Pharmsynthez, a Russian public joint stock company having
an address of №134, Liter 1, Poselok Kuzmolovsky, St. Kapitolovo, Vsevolozhsky
Raion, Leningradskaya Oblast, 188663, Russia (“Pharms”). When signed by both
Parties, this Agreement will set forth the terms and conditions under which
Pharms agrees to provide certain services to Sponsor as set forth herein. This
Agreement shall be effective as of the date of last signature (“Effective
Date”). Individually, each of Sponsor and Pharms is a “Party” and collectively,
“Parties.”


This Master <mask> Agreement (this “Agreement”) is made effective as of
February 19, 2016 (the “Effective Date”), by and between X4 Pharmaceuticals,
Inc., a Delaware corporation with a business address at 784 Memorial Drive,
Suite 140, Cambridge, MA 02139 (“X4”), and Aptuit (Oxford) Limited incorporated
in England and Wales, having an address at 111 Innovation Drive, Milton Park,
Abingdon, Oxfordshire, OX14 4RZ, England (the “Company”). X4 and the Company are
each sometimes hereinafter referred to individually as a “Party” and
collectively as the “Parties.”


This Master <mask> Agreement (the “Agreement”) is made and entered into as of
April 17, 2020 (the “Effective Date”) by and between Vaxart, Inc., a Delaware
corporation with a place of business 385 Oyster Point Boulevard, suite 9A, South
San Francisco, CA 94080 (“Vaxart”) and Kindred Biosciences, Inc., a Delaware
corporation, with its principal office located at 1555 Bayshore Highway, Suite
200, Burlingame, California 94010 (“KindredBio”). Vaxart and KindredBio,
collectively, are the “Parties”; and each, a “Party.”


This MASTER <mask> AGREEMENT (UNIONIZED LOCATIONS) (“Master Agreement”) is
entered into on April 2, 2020 and made effective as of April 1, 2020 (the
“Effective Date”), by and between STONEMOR OPERATING LLC, a Delaware limited
liability company (together with its successors or assigns, “Customer”), and
RICKERT LANDSCAPING, INC., a Pennsylvania corporation (“Supplier”), an Affiliate
of Moon Landscaping, Inc., a Pennsylvania corporation (“Moon”).


This Master <mask> Agreement (this “Agreement”), effective October 5, 2020
(the “Effective Date”), is between GT Biopharma, Inc. (“Client”), a Delaware
corporation having a place of business at 9350 Wilshire Blvd., Suite 203,
Beverly Hills, CA 90212, and Cytovance Biologics, Inc. (“Cytovance”), a Delaware
corporation having a place of business at 800 Research Parkway, Suite 200,
Oklahoma City, OK 73104. Client and Cytovance are each referred to as a “Party”
and collectively referred to as the “Parties”.


THIS AMENDED AND RESTATED <mask> AGREEMENT (the "Agreement") is entered into
as of October 9, 2020, by and among GALAXY NEXT GENERATION, INC. (the
"Company"), a Nevada corporation, INTERLOCK CONCEPTS INC. ("Interlock"),
organized under the laws of the State of Utah corporation,
ELHERT SOLUTIONS
GROUP ("Elhert"), organized under the laws of the State of Utah and GALAXY MS,
INC. ("MS"), a Nevada corporation are collectively referred to as the
"Guarantors," and together with the Company, the "Grantors") in favor of YA II
PN, LTD. (the "Secured Party"), a Cayman Island exempted company.


THIS <mask> AGREEMENT is made and effective as of November 12, 2020 by and
between BLACKBOXSTOCKS INC., a Nevada corporation (“Borrower”), and each other
direct or indirect Subsidiary of Borrower added as a “Grantor” hereunder (each,
a “Grantor”; collectively, the “Grantors”), in favor of FVP SERVICING, LLC, a
Delaware limited liability company, as administrative agent (including any
successor, participant, assignee or transferee thereof, “Administrative Agent”)
for itself and the Lenders (as defined in the Loan Agreement referred to below).
R E C I T A L S


THIS <mask> AGREEMENT (the “Security Agreement”) is executed as of March 12,
2020, by SUMMER ENERGY, LLC, a Texas limited liability company, whose address is
5487 San Felipe Street, #3700, Houston, Texas 77057 (hereinafter called
“Borrower”) to and in favor of DIGITAL LENDING SERVICES US CORP., a Delaware
corporation, whose address is 885 3rd Avenue, Suite 2610, New York, New York
10022 (hereinafter called “Lender”).
All capitalized but otherwise undefined
terms used in this Security Agreement shall have the meanings ascribed to such
terms in that certain Loan Agreement of even date herewith by and between
Borrower and Lender (the “Loan Agreement”).


THIS <mask> AGREEMENT (as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”) dated as of October 14, 2020 among
Workhorse Group Inc., a Nevada corporation (the “Company”) and each of its
Subsidiaries signatory hereto (together with any other entity that may become a
party hereto as provided herein, collectively without differentiation, and each
individually, a “Grantor”), and U.S. Bank National Association, in its capacity
as collateral agent for the benefit of the Holders (as defined below) (together
with its successors and assigns in such capacity, the “Secured Party”). The
obligations of each Grantor hereunder are joint and several.


This <mask> AGREEMENT (the “Agreement”) is made as of February 21, 2020, by
LF3 SOUTHAVEN, LLC, a Delaware limited liability company and LF3 SOUTHAVEN TRS,
LLC, a Delaware limited liability company (individually and/or collectively, as
the context may require, “Debtor”), for the benefit of WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Lender”), as the secured party.
References in this
Agreement to “Debtor” are to each Debtor signing this Agreement.


THIS <mask> AGREEMENT (the “Security Agreement”) is entered into May 20, 2020,
in connection with the Secured Line of Credit Security Agreement, by and between
Global Clean Solutions, LLC, a Nevada limited liability company (the
“Borrower”), Edison Nation, Inc., a Nevada corporation (“Guarantor”), and PPE
Brickell Supplies, LLC, a Florida limited liability company (“Secured Party”).


This <mask> AGREEMENT is dated as of June 30, 2020, and made by and between
Clyra Medical Technologies, Inc., a California corporation, with offices at 4830
West Kennedy Blvd., Ste. 600, Tampa, FL 33069 (“Debtor”), and Vernal Bay Capital
Group, LLC, a California limited liability company, with offices at 1601 Dove
Street, Suite 250, Newport Beach CA 92660 (“Secured Party”), with reference to
the following


THIS AMENDED AND RESTATED <mask> AGREEMENT (this “Security Agreement”) is
entered into as of January 10, 2020 among RED ROBIN INTERNATIONAL, INC., a
Nevada corporation (the “Borrower”), RED ROBIN GOURMET BURGERS, INC., a Delaware
corporation (the “Parent”), those Domestic Subsidiaries of the Borrower or
Parent that may from time to time become parties hereto (together with the
Parent, individually a “Guarantor” and collectively the “Guarantors”; the
Guarantors and the Borrower, individually an “Obligor” and collectively the
“Obligors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent (in such capacity, the “Administrative Agent”) for the
lenders from time to time party to the Credit Agreement described below (the
“Lenders”).


This <mask> AGREEMENT (this “Security Agreement”) is made and entered into as
of February 3, 2020 (the “Effective Date”), by ELYSIUM ENERGY, LLC, a Nevada
limited liability company (“Elysium”), ELYSIUM ENERGY LA, LLC, a Louisiana
limited liability company (“Elysium LA”), ELYSIUM ENERGY TX, LLC, a Texas
limited liability company (“Elysium TX”), POINTE A LA HACHE, L.L.C., a Delaware
limited liability company (“Pointe”), TURTLE BAYOU, L.L.C., a Delaware limited
liability company (“Turtle”), POTASH, L.L.C., a Delaware limited liability
company (“Potash”), RAMOS FIELD, L.L.C., a Delaware limited liability company
(“Ramos”), and each direct and indirect Subsidiary of the foregoing from time to
time (each a “Debtor” and collectively, “Debtors”), the address for such
Debtors, for purposes hereof, being 15915 Katy Freeway, Suite 450, Houston,
Texas 77094, Attention: James A. Doris, in favor of 405 WOODBINE LLC, a Delaware
limited liability company, as collateral agent (in such capacity, “Secured
Party”), the address for which, for purposes hereof, being 405 Lexington Avenue,
59th Floor, New York, NY 10174, Attention: Greg White, for the pro rata benefit
of the Lenders.


THIS <mask> AGREEMENT (the “Agreement”) is entered into as of July 31st, 2020,
by and among SEDO CORP, INC. (the “Company”), a Delaware corporation and
HACHEVRA LEGIDULEY PKAOT BEISRAEL LTD., an Israeli corporation (the “Guarantor”
and together with the Company the “Grantors”), in favor of SHMULIK YANNAY (the
“Secured Party”).


This <mask> Agreement (this “Agreement”) is made as of April 23, 2020, by
BioRestorative Therapies, Inc., a Delaware corporation (the “Borrower”) as a
debtor and debtor in possession, pursuant to the Borrower’s chapter 11 case (the
“Chapter 11 Case”) under Title 11 of the United States Code, as amended, filed
in the Eastern District of New York (the “Bankruptcy Court”), Case No.
20-71757-reg, in favor of Auctus Fund, LLC, a Delaware limited liability
company, (together with its successors and assigns, the “Holder”).
Reference is hereby made to the following facts:
A. The Borrower is party to that certain Secured Term Note, dated as of the date
hereof, in the principal amount of $713,000.00 (as amended, restated,
supplemented or otherwise modified from time to time), (the “Note”);
B. In order to induce the Holder to loan the amounts referenced in the Note to
the Borrower, the Borrower has agreed to execute and deliver this Agreement and
grant the pledges and security interests described herein.


This First Amendment to <mask> Agreement (this “Amendment”) is made as of June
1, 2020 by and between the Shakopee Mdewakanton Sioux Community (the “Pledgor”),
a federally recognized Indian tribe, and Canterbury Park Holding Corporation, a
Minnesota corporation (the “Secured Party”). The Pledgor and the Secured Party
are sometimes referred to herein collectively as the “Parties” or individually
as a “Party.”


THIS <mask> AGREEMENT (this “Agreement”), dated as of November 10, 2020, is
executed by CytoDyn Inc., a Delaware corporation (“Debtor”), in favor of
Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
A.
Debtor has issued to Secured Party a certain Secured Convertible
Promissory Note of even date herewith, as may be amended from time to time, in
the original face amount of $28,500,000.00 (the “Note”).
B.
In order to induce Secured Party to extend the credit evidenced by the
Note, Debtor has agreed to enter into this Agreement and to grant Secured Party
a security interest in the Collateral (as defined below).


THIS <mask> AGREEMENT (this “Agreement”), dated as of April 15, 2020, is
executed by Nemaura Medical Inc., a Nevada corporation (“Nemaura”), Dermal
Diagnostics Limited, an England and Wales corporation (“Dermal Diagnostics”),
and Trial Clinic Limited, an England and Wales corporation (“Trial Clinic,” and
together with Nemaura and Dermal Diagnostics, “Debtor”), in favor of Chicago
Venture Partners, L.P., a Utah limited partnership (“Secured Party”).
A.
Debtor has issued to Secured Party a certain Secured Promissory
Note of even date herewith, as may be amended from time to time, in the original
face amount of $6,015,000.00 (the “Note”).
B.
In order to induce Secured Party to extend the credit evidenced
by the Note, Debtor has agreed to enter into this Agreement and to grant Secured
Party a security interest in the Collateral (as defined below).


This <mask> Agreement is given by each Grantor in favor of the
Collateral Agent for the ratable benefit of the Parity Lien Secured Parties to
secure the payment and performance in full when due of the Parity Lien
Obligations.
D.
Each Grantor has determined that valuable benefits will be derived by it
as a result of the Indenture and other Notes Documents and their obligations
under the other Parity Lien Documents and each is, therefore, willing to enter
into this Agreement.
ACCORDINGLY, the Grantors and the Collateral Agent, on behalf of the Parity Lien
Secured Parties, hereby act and agree as follows:
ARTICLE I
DEFINITIONS


THIS <mask> AGREEMENT (the “Agreement”), made this 14th day of January, 2020,
by and among RUMBLEON, INC., a Nevada corporation, with an address of 901 West
Walnut Hill Lane, Irving, Texas 75038 ("Debtor"), and HALCYON CONSULTING, LLC, a
Maryland limited liability company, with an address of 8600 S. Freeport Parkway,
Suite 330, Irving, Texas 75063, Denmar Dixon, with an address of
___________________________________________, Blue Flame Capital, LLC, with an
address of __________________________________________, Lori Sue Chesrown, with
an address of ____________________________________, and Ralph Wegis, with an
address of _____________________________________, (each, a "Secured Party" and
collectively, "Secured Parties").


THIS <mask> AGREEMENT (this “Agreement”), dated as of April 3, 2020, is
executed by Monaker Group, Inc., a Nevada corporation (“Debtor”), in favor of
Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
A.
Debtor has issued to Secured Party a certain Secured Promissory
Note of even date herewith, as may be amended from time to time, in the original
face amount of $895,000.00 (the “Note”).
B.
In order to induce Secured Party to extend the credit evidenced
by the Note, Debtor has agreed to enter into this Agreement and to grant Secured
Party a security interest in the Collateral (as defined below).


This <mask> AGREEMENT (this “Agreement”) is dated as of October 29, 2020, by
and among Unisys Corporation (the “Company”) and each of the other entities
listed on the signature pages hereof or that becomes a party hereto pursuant to
Section 8.6 (together with the Company, the “Grantors”), in favor of Wells Fargo
Bank, National Association, as collateral trustee under the Collateral Trust
Agreement referred to below (in such capacity, together with its successors and
permitted assigns, “Collateral Trustee”) for the Secured Parties (as defined in
the Collateral Trust Agreement referred to below).


THIS <mask> AGREEMENT (this "Agreement"), is entered into as of February 26,
2020, by VerifyMe, Inc., a Nevada corporation (the "Borrower"), on behalf of
each of the persons who is a holder of the Debentures, as defined below, and
each of whom shall be an express third party beneficiary of this Agreement and
able to enforce the terms hereof in accordance with the provisions hereof as if
such person was an original signatory hereto (each, a "Secured Party" or the
"Secured Parties," as defined below). All capitalized terms not otherwise
defined herein shall the meanings ascribed to them in that certain Securities
Purchase Agreement by and between Borrower and the Secured Parties of even date
(the "Securities Purchase Agreement").


This <mask> Agreement (this “Agreement”), dated August 31, 2020, is by and
between NUTRIBAND, INC., a Nevada corporation (the “Debtor”), and POCONO COATED
PRODUCTS, LLC, a Pennsylvania limited liability company (“Secured Party”).
Debtor and Secured Party may be referred to herein collectively as the “Parties”
or individually as a “Party.”


THIS <mask> AGREEMENT (this “Agreement”), dated as of June 19, 2020, is made
by and among Athenex, Inc., a Delaware corporation (the “Borrower”), the
Borrower’s Subsidiaries named in the signature pages hereto or having acceded
hereto pursuant to Section 24 (each a “Subsidiary Guarantor” and, together with
the Borrower, each a “Grantor” and, collectively, the “Grantors”), and Oaktree
Fund Administration, LLC, as administrative agent for the Lenders referred to
below (in such capacity, together with its successors and assigns, the
“Administrative Agent”).


THIS AMENDED AND RESTATED <mask> AGREEMENT (as amended, restated, supplemented
or otherwise modified from time to time, this “Agreement”) dated as of November
13, 2020, is by and among Health-Right Discoveries, Inc., a Florida corporation
(the “Company”, and together with each other Person who becomes a party to this
Agreement by execution of a joinder in the form of Exhibit A attached hereto
being hereinafter sometimes referred to individually as a “Debtor” and,
collectively, as the “Debtors”), and GPB Debt Holdings II LLC, a limited
liability company, in its capacity as Collateral Agent and Purchaser (together
with its successors and assigns, the “Secured Party”), and amends and restates
in its entirety that certain Security Agreement, dated September 29, 2017, by
and among the Debtors and the Secured Party.


This <mask> AGREEMENT (as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”), dated as of May 29, 2020, is made
by and among Baudax Bio, Inc., a Pennsylvania corporation; Baudax Bio N.A. LLC,
a Delaware limited liability company; Baudax Bio Limited, an Irish private
company limited by shares having company number 562027 (the “Irish Guarantor”)
(each a “Grantor” and, collectively, the “Grantors”); and Wilmington Trust,
National Association, solely in its capacity as Agent for the benefit of the
Lenders (together with its successors and assigns in such capacity, the “Secured
Party”).


THIS AMENDED AND RESTATED <mask> AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, this “Agreement”), dated
as of March _9, 2020, is made by and among Foamix Pharmaceuticals Inc., a
Delaware corporation (the “Borrower”), Menlo Therapeutics Inc., a Delaware
corporation (the “Parent Guarantor”), Foamix Pharmaceuticals Ltd., an Israeli
limited liability company (the “Israeli Guarantor”), certain Subsidiaries of the
Parent Guarantor party hereto or having acceded hereto pursuant to Section 22
(each a “Subsidiary Guarantor” and, together with the Parent Guarantor and the
Israeli Guarantor, the “Guarantors”, and together with the Borrower, each a
“Grantor” and, collectively, the “Grantors”), and PERCEPTIVE CREDIT HOLDINGS II,
LP, as administrative agent for the Lenders referred to below (in such capacity,
the “Administrative Agent”).


This <mask> AGREEMENT (this “Agreement”), dated as of February 14, 2020, by
and among the Persons listed on the signature pages hereof as “Grantors” and
those additional entities that hereafter become parties hereto by executing the
form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively,
the “Grantors”), and GACP FINANCE CO., LLC, a Delaware limited liability company
(“GACP”), in its capacities as administrative agent and collateral agent for the
Secured Parties (in such capacities, together with its successors and permitted
assigns in such capacities, “Agent”).


THIS <mask> AGREEMENT (this “Agreement”), dated as of June 2, 2020, shall
become automatically effective upon the Closing of the IPO (as defined below)
and is made and entered into by 1847 GOEDEKER INC., a Delaware corporation (the
“Debtor”), in favor of STEVE GOEDEKER, in his capacity as the representative of
the Sellers (together with any permitted successors and/or assigns, the “Secured
Party”).


This <mask> AGREEMENT (this “Agreement”), dated as of February 14, 2020, by
and among the Persons listed on the signature pages hereof as “Grantors” and
those additional entities that hereafter become parties hereto by executing the
form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively,
the “Grantors”), and KAYNE SOLUTIONS FUND, L.P., a Delaware limited partnership
(“Kayne”), in its capacity as collateral agent for the Secured Parties (in such
capacity, together with its successors and permitted assigns in such capacity,
“Collateral Agent”).


THIS <mask> AGREEMENT (as amended, restated, supplemented, extended or
otherwise modified from time to time, this "Agreement") dated as of April 8,
2020, is jointly and severally entered into by Charlie's Holdings, Inc., a
Nevada corporation ("Holdings"), Charlie's Chalk Dust, LLC, a Delaware limited
liability company ("Chalk Dust"), and Don Polly LLC, a Nevada limited liability
company ("Don Polly" and together with Holdings and Chalk Dust, individually and
collectively, the "Debtor"), as debtor in favor of Red Beard Holdings, LLC, a
Delaware limited liability Company ("Red Beard" and together with its successors
and assigns, "Secured Party").


THIS MASTER <mask> AGREEMENT (this “Agreement”) dated as of April 20, 2020 is
made by and between REPRO MED SYSTEMS, INC., a New York Corporation, with a
principal address at 24 CARPENTER RD, CHESTER, NY 10918-1057 (“Borrower”), and
KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, having an
office at 1000 S MCCASLIN BLVD, Superior, CO 800279437 (“KEF”).


THIS <mask> AGREEMENT dated as of May 6, 2020 (this “Agreement”) is being
entered into among ENVISTA HOLDINGS CORPORATION, a Delaware corporation (the
“Company” and a “Grantor”), EACH OF THE UNDERSIGNED DOMESTIC SUBSIDIARIES OF THE
COMPANY AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A
SECURITY JOINDER AGREEMENT (each a “Subsidiary Guarantor” and a “Grantor” and,
together with the Company, collectively, the “Grantors”), and BANK OF AMERICA,
N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for
each of the Secured Parties (as defined in the Credit Agreement referenced
below).


THIS AMENDED AND RESTATED <mask> AGREEMENT (as amended, restated, supplemented
or otherwise modified from time to time, this “Agreement”) dated as of August 3,
2020 between Innovative Payment Solutions, Inc., a Nevada corporation, (the
“Company”) and all wholly-owned or majority-owned subsidiaries of the Company
(together with each other Person who becomes a party to this Agreement by
execution of a joinder in the form of Exhibit A attached hereto, which shall
include all wholly-owned or majority-owned subsidiaries of the Company acquired
after the date hereof for so long as this Agreement remains in effect, are
hereinafter sometimes referred to individually as a “Debtor” and, collectively,
as the “Debtors”) and Cavalry Fund I LP, a Delaware limited partnership, in its
capacity as Collateral Agent for the benefit of itself and each of the
Purchasers (as hereinafter defined) (each, together with its respective
successors and assigns, a “Secured Party,” and collectively the “Secured
Parties”).


THIS <mask> AGREEMENT (this “Agreement”), is entered into as of January 3,
2020, by and between CANBIOLA, INC., a Florida corporation (the “Borrower”), and
FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company
(the “Secured Party” or “Secured Parties”). All capitalized terms not otherwise
defined herein shall the meanings ascribed to them in that certain Securities
Purchase Agreement and Note (as defined below) by and between Borrower and the
Secured Party of even date (the “Securities Purchase Agreement”).


This <mask> Agreement (this “Agreement”), dated as of March 25, 2020, is
executed by IMAC Holdings, Inc., a Delaware corporation (“Debtor”), in favor of
Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
A. Debtor has issued to Secured Party a certain Secured Promissory Note of even
date herewith, as may be amended from time to time, in the original face amount
of $1,115,000.00 (the “Note”).
B. In order to induce Secured Party to extend the credit evidenced by the Note,
Debtor has agreed to enter into this Agreement and to grant Secured Party a
security interest in the Collateral (as defined below).


THIS <mask> AGREEMENT (as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”) dated as of June 26, 2020 between
Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), and all
wholly-owned or majority-owned subsidiaries of the Company (with the exception
of Atossa HelathCare, Inc.) (together with each other Person who becomes a party
to this Agreement by execution of a joinder in the form of Exhibit A attached
hereto, which shall include all wholly-owned or majority-owned subsidiaries of
the Company acquired after the date hereof for so long as this Agreement remains
in effect, are hereinafter sometimes referred to individually as a “Debtor” and,
collectively, as the “Debtors”) and Cavalry Fund I LP, a Delaware limited
partnership, in its capacity as Collateral Agent for the benefit of itself and
each of the Purchasers (as hereinafter defined) (each, together with its
respective successors and assigns, a “Secured Party,” and collectively the
“Secured Parties”).


THIS <mask> AGREEMENT is made and entered into as of this 4th day of November,
2020, by and between ADTRAN, INC., a Delaware corporation (“Pledgor”), whose
address is 901 Explorer Boulevard, Huntsville, Alabama 35806, and CADENCE BANK,
N.A. (“Secured Party”), with banking offices at 2100 Third Avenue North, Suite
1100, Birmingham, Alabama 35203.


THIS THIRD AMENDMENT TO <mask> AGREEMENT (this “Amendment”) is entered into
effective as of March 20, 2020 by and among Pacific Ethanol, Inc., a Delaware
corporation (the “Company”), each of the Holders and the New Holders (as defined
below), each in its capacity as a Holder and as a Secured Party, Cortland
Products Corp. (“Cortland Corp.”), as Successor Agent (as defined below), and
Cortland Capital Market Services LLC (“Cortland LLC”), as existing collateral
agent for itself and the Secured Parties (in such capacity, the “Existing
Agent”). All capitalized terms not otherwise defined herein or in the Security
Agreement (as defined below) shall have the meanings attributed to them in that
certain Senior Secured Note Amendment Agreement dated effective as of December
22, 2019 by and among the Company and each Holder (the “Amendment Agreement”).


THIS <mask> AGREEMENT (this “Agreement”), dated as of July 29, 2020, is
executed by CytoDyn Inc., a Delaware corporation (“Debtor”), in favor of Iliad
Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
A. Debtor has issued to Secured Party a certain Secured Convertible Promissory
Note of even date herewith, as may be amended from time to time, in the original
face amount of $28,500,000.00 (the “Note”).
B. In order to induce Secured Party to extend the credit evidenced by the Note,
Debtor has agreed to enter into this Agreement and to grant Secured Party a
security interest in the Collateral (as defined below).


This <mask> agreement (this “Letter Agreement”) is written in connection with
the credit agreement dated as of July 19, 2019 as amended by a first amending
agreement dated March 4, 2020 (as so amended, the “Original Credit Agreement”),
pursuant to which the Lender agreed to make certain credit facilities available
to the Borrower on and subject to the terms and conditions set out therein. The
Borrower, the Guarantor and the Lender have agreed to enter into this Letter
Agreement to amend the Original Credit Agreement as provided for in this Letter
Agreement (the Original Credit Agreement as amended by this Letter Agreement,
the “Credit Agreement”). Capitalized terms used and not otherwise defined in
this Letter Agreement have the meanings given to them in the Credit Agreement.


This <mask> agreement by and between FirstMark Horizon Acquisition Corp., a
Delaware corporation (the “Company”), and FirstMark Capital LLC, a Delaware
limited liability company (“FirstMark”), dated as of the date hereof, will
confirm our agreement that, commencing on the date the securities of the Company
are first listed on the New York Stock Exchange (the “Listing Date”) and
continuing until the earlier of the consummation by the Company of an initial
business combination and the Company’s liquidation (in each case as described in
the Registration Statement on Form S-1 (File No. 333-248916) filed with the
Securities and Exchange Commission) (such earlier date hereinafter referred to
as the “Termination Date”):


This <mask> Agreement summarizes the terms of your separation from the Company
and release between you and the Company. The purpose of this Letter Agreement is
to establish an amicable arrangement for ending your employment relationship,
for you to release the Company of any claims and to resolve any disputes you may
have with the Company regarding your employment or separation from that
employment, and to permit you to receive severance pay and related benefits to
the extent specified below. With these understandings, and in exchange for the
promises of you and the Company as set forth below, you and the Company agree as
follows:
Terms Related To Employment Separation


This <mask> agreement (the “Letter Agreement”), on behalf of Ondas Holdings
Inc., a Nevada corporation (the “Company”) to the undersigned individual (the
“Executive” or “Employee”) constitutes an Amended and Restated Employment
Agreement of that certain Employment Agreement dated September 28, 2018. This
Amended and Restated Employment Agreement shall be effective on June 3, 2020
(the “Effective Date”) pursuant to the terms set forth below:


This <mask> agreement by and between Sports Entertainment Acquisition Corp., a
Delaware corporation (the “Company”), and Sports Entertainment Acquisition
Holdings LLC, a Delaware limited liability company (“Sponsor”), dated as of the
date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the New York Stock Exchange (the
“Listing Date”) and continuing until the earlier of the consummation by the
Company of an initial business combination and the Company’s liquidation (in
each case as described in the Registration Statement on Form S-1 (File No.
333-248798) filed with the Securities and Exchange Commission) (such earlier
date hereinafter referred to as the “Termination Date”):


This <mask> agreement sets forth certain agreements and understandings that each
of Pacific Oak Capital Advisors, LLC (the “Advisor”) and Pacific Oak Strategic
Opportunity REIT II, Inc. (the “Company”) has agreed to undertake in connection
with the Company’s proposed business combination with Pacific Oak Strategic
Opportunity REIT, Inc. (the “Merger”) pursuant to the Agreement and Plan of
Merger among them and certain affiliated entities dated as of the date hereof
(the “Merger Agreement”). Capitalized terms used but not defined herein shall
have the respective meanings given to such terms in the Advisory Agreement
between the Company and the Advisor, dated November 1, 2019 (the “Advisory
Agreement”).


This <mask> agreement (this “Agreement”) by and among Omnichannel Acquisition
Corp. (the “Company”) and Omnichannel Sponsor LLC (the “Sponsor”), dated as of
the date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the New York Stock Exchange (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


this <mask> agreement (“Agreement”) confirms that your employment with
Elasticsearch, Inc. and its affiliates (collectively, the “Company”) is being
terminated based on our mutual agreement in accordance with the terms and
conditions discussed below.
This Agreement summarizes the terms of your separation from the Company and
release between you and the Company. The purpose of this Agreement is to
establish an amicable arrangement for ending your employment relationship, for
you to release the Company of any claims and to resolve any disputes you may
have with the Company regarding your employment or separation from that
employment, and to permit you to receive severance pay and related benefits to
the extent specified below. With these understandings, and in exchange for the
promises of you and the Company as set forth below, you and the Company agree as
follows:


This <mask> agreement (this “Agreement”) by and between Kingswood Acquisition
Corp. (the “Company”) and Kingswood Global Sponsor LLC (the “Sponsor”), dated as
of the date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the New York Stock Exchange (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement (this “Agreement”) by and among Falcon Capital Acquisition
Corp. (the “Company”), Falcon Equity Investors LLC (the “Sponsor”) and Ariliam
Group LLC, an affiliate of the Sponsor (“Ariliam Group”), dated as of the date
hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the Nasdaq Capital Market LLC (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the U.S. Securities and Exchange Commission (the “Registration Statement”)
and continuing until the earlier of the consummation by the Company of an
initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement (this “Agreement”) by and among dMY Technology Group, Inc.
III (the “Company”) and dMY Sponsor III, LLC (the “Sponsor”), dated as of the
date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the New York Stock Exchange (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


this <mask> agreement to commit up to $40 million of equity financing on the
terms set forth herein (the “Maximum Commitment”).
BRF’s entry into this Commitment Letter is good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and agreed, for the
termination of all rights and obligations under the FPA, and the FPA is hereby
terminated in its entirety with no further force or effect.


This <mask> agreement (the “Letter Agreement”) constitutes an offer of
employment on behalf of Ondas Holdings Inc., a Nevada corporation
(the “Company”) to the undersigned individual (the “Executive” or “Employee”).
Subject to your acceptance this Letter Agreement shall commence upon the date of
this Letter Agreement (the “Effective Date”). The terms of this offer are as set
forth below:


This <mask> agreement (this “Agreement”) by and among Jiya Acquisition Corp.
(the “Company”) and Jiya Holding Company LLC (the “Sponsor”), dated as of the
date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on The Nasdaq Capital Market (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> Agreement (“Agreement”) is entered into on December 16, 2019,
between:
Blue Sky Resources Ltd (“BSR”), a body corporate duly incorporated under the
laws of the Province of Alberta, with corporate office at Suite 300, 840 6th
Avenue SW, Calgary, AB T2P 3E5, Canada,
AND
Petrolia Canada Corporation (“Petrolia”), a body corporate duly incorporated
under the laws of the Province of Alberta, with a mailing address located at
#335, 1500 – 14th Street SW, Calgary, Alberta T3C 1C9, Canada.
(BSR and Petrolia may sometimes be referred to together as “Parties”, and
individually as “Party”)
(All monetary terms are in Canadian Dollars)


This <mask> agreement (this “Agreement”) by and between B. Riley Principal
Merger Corp. II (the “Company”) and B. Riley Corporate Services, Inc. (“BRCS”),
dated as of the date hereof, will confirm our agreement that, commencing on the
date the securities of the Company are first listed on the New York Stock
Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1
and prospectus filed with the U.S. Securities and Exchange Commission (the
“Registration Statement”) and continuing until the earlier of the consummation
by the Company of an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date
hereinafter referred to as the “Termination Date”):


This <mask> agreement is in regards to: (i) that certain Master Product Purchase
Agreement, by and between Smart Sand, Inc. (“Smart Sand”) and Rice Drilling B,
LLC (“Buyer”), dated effective as of January 1, 2017, as amended by that certain
First Amendment to Master Product Purchase Agreement and First Amendment to
Railcar Usage Agreement, dated June 21, 2019, by and between Smart Sand and
Buyer (as amended, the “PPA”); and (ii) that certain Railcar Usage Agreement,
dated effective as of January 1, 2017, as amended by that certain First
Amendment to Master Product Purchase Agreement and First Amendment to Railcar
Usage Agreement, dated June 21, 2019, by and between Smart Sand and Buyer (as
amended, the “RUA”). All capitalized terms contained in this letter agreement
and not otherwise defined shall have the meanings ascribed to such terms in the
PPA and RUA.
Per our discussion, Smart Sand and Buyer each hereby agrees as follows:


This <mask> agreement (this “Agreement”) by and between VG Acquisition Corp.
(the “Company”) and VG Acquisition Sponsor LLC (the “Sponsor”), dated as of the
date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the New York Stock Exchange (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement by and between Artius Acquisition Inc., a Cayman Islands
exempted company (the “Company”) and Artius Management LLC (the “Services
Provider”), dated as of the date hereof (the “Agreement”), will confirm our
agreement that, commencing on the date that securities of the Company are first
listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a
Registration Statement on Form S-1 and prospectus filed with the U.S. Securities
and Exchange Commission (the “Registration Statement”) and continuing until the
earlier of the consummation by the Company of an initial business combination or
the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination
Date”):


This <mask> agreement (this “Agreement”) by and among Holicity Inc. (the
“Company”) and Pendrell Holicity Holdings Corporation (the “Sponsor”), dated as
of the date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on The Nasdaq Capital Market (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This amended and restated <mask> agreement (the “Agreement”) confirms the
revised terms and conditions of your employment with Chiasma, Inc. (the
“Company”) effective February 14, 2020 (the “Effective Date”). This Agreement
amends, restates and supersedes in all respects your offer letter with the
Company dated September 16, 2019 (the “Prior Agreement”) as of the Effective
Date, provided that your Non-Competition, Non-Solicitation, Confidentiality and
Assignment Agreement with the Company dated September 30, 2019 (the “Restrictive
Covenant Agreement”) shall remain unaltered and in full effect.


This <mask> agreement (this “Agreement”) by and among DFP Healthcare
Acquisitions Corp. (the “Company”) and DFP Sponsor LLC (the “Sponsor”), dated as
of the date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the The Nasdaq Capital Market (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This Amendment to <mask> Agreement dated June 30, 2020 (this “Amendment”) is
entered into between Chembio Diagnostics, Inc., a Nevada corporation (the
“Company”), and Gail S. Page (“Page”), with respect to their Letter Agreement
dated as of June 15, 2020 (the “Agreement”). Capitalized terms used in the
Amendment and defined in the Agreement shall have the respective meanings
ascribed to them in the Agreement.
On June 25, 2020, Page advised the Company that she no longer intended to stand
for reelection as a member of the Board at the Company’s 2020 Annual Meeting of
Stockholders (the “Annual Meeting”). The parties are entering into this
Amendment in order to, among other things, facilitate a smooth and professional
transition of matters with which Page has been involved as a member of the
Board, including as Executive Chair.
In consideration of the mutual agreements herein contained, the parties hereby
covenant, promise and agree to and with each other as follows:


This <mask> agreement and release (the “Agreement”) confirms the agreement
entered into between you and your Employer regarding the termination of your
employment effective June 15, 2020 (“Termination Date”) and explains the package
of separation pay and benefits that has been specially developed for you in
consideration of a fully bargained for release and settlement of any and all
claims that you have presently, may have or have had in the past arising from
your employment with and termination of your employment from the Employer up to
and including the date you execute this Agreement. Additionally, pursuant to
this Agreement, you are releasing all claims against the Company. For purposes
of this Agreement, the term “Employer” shall mean Element Solutions Inc. The
term “Company” shall mean the Employer and any of its direct or indirect parent
or subsidiary corporations or companies, and any of its or their affiliates,
divisions, and business units. “Effective Date” is defined in Section 15.


This <mask> agreement by and between North Mountain Merger Corp., a Delaware
corporation (the “Company”) and BlueCrest Capital Management LP, a Guernsey
limited partnership, acting through its general partner, BlueCrest Capital
Management Limited (the “Services Provider”), dated as of the date hereof, will
confirm our agreement that, commencing on the date that securities of the
Company are first listed on a national securities exchange (the “Listing Date”)
and continuing until the earlier of the consummation by the Company of an
initial business combination and the Company’s liquidation (in each case as
described in the Registration Statement on Form S-1 (File No. 333-246328) filed
with the Securities and Exchange Commission) (such earlier date hereinafter
referred to as the “Termination Date”):


This <mask> agreement (this “Agreement”) by and between Zanite Acquisition
Corp., a Delaware corporation (the “Company”), and Zanite Sponsor LLC, a
Delaware limited liability company (the “Sponsor”), dated as of November 16,
2020, will confirm our agreement that, commencing on the date the securities of
the Company are first listed on The Nasdaq Capital Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 and prospectus filed with the
U.S. Securities and Exchange Commission (the “Registration Statement”) and
continuing until the earlier of the consummation by the Company of an initial
business combination or the Company’s liquidation (in each case, as described in
the Registration Statement) (such earlier date hereinafter referred to as the
“Termination Date”):


This amended and restated <mask> Agreement No. 1 (hereinafter referred to as the
“Letter Agreement No. 1”) cancels and replaces the amended and restated Letter
Agreement No. 1 entered into between the Buyer and the Seller on March 31, 2020.
The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1
certain additional terms and conditions regarding the sale of the Aircraft.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
No. 1 have the meanings assigned thereto in the Agreement. The terms “herein,”
“hereof” and “hereunder” and words of similar import refer to this Letter
Agreement No. 1.
Both parties agree that this Letter Agreement No. 1 shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement No. 1 shall be governed by the provisions of said Agreement, except
that if the Agreement and this Letter Agreement No. 1 have specific provisions
which are inconsistent, the specific provisions contained in this Letter
Agreement No. 1 shall govern.


This <mask> Agreement (the “Agreement”) sets out the terms of your separation
from Emerson Electric Co., including your resignation as an employee and officer
of Emerson. Throughout this Agreement, the term “Emerson” means Emerson Electric
Co. together with any and all other entities owned directly or indirectly, in
whole or in part, by Emerson Electric Co. Your separation of employment and the
terms of this Agreement are effective as of September 30, 2020 (the “Separation
Date”).
In consideration of good and valuable consideration provided to you pursuant to
this Agreement, you agree as follows:


This <mask> agreement (this “Agreement”) by and among Fusion Acquisition Corp.
(the “Company”) and Fusion Sponsor LLC (the “Sponsor”), dated as of the date
hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the New York Stock Exchange (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the U.S. Securities and Exchange Commission (the “Registration Statement”)
and continuing until the earlier of the consummation by the Company of an
initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement sets forth the terms upon which ANGI Homeservices, Inc., a
Delaware corporation (the “Company”), agrees to enter into an advisory
arrangement with you (“Advisor”) relating to your service as an advisor to the
Company effective upon your separation as an employee of the Company as of
December 31, 2020, or such earlier date as the parties mutually agree (the
“Effective Date”). The Company and Advisor (each, a “party” and together, the
“parties”) hereby agree as follows:


This <mask> agreement (this “Agreement”) by and between FS Development Corp.
(the “Company”) and FS Development Holdings, LLC (the “Sponsor”), dated as of
the date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on The Nasdaq Capital Market (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement sets forth the terms upon which Match Group, Inc., a
Delaware corporation (the “Company”), agrees to enter into an advisory agreement
with you (“Advisor”) relating to your service as an advisor to the Company
effective upon your separation as an employee of the Company as of March 1,
2020, or such earlier date as the parties mutually agree (the “Effective Date”).
The Company and Advisor (each, a “party” and together, the “parties”) hereby
agree as follows:


This <mask> agreement (this “Agreement”) by and among Deerfield Healthcare
Technology Acquisitions Corp. (the “Company”) and DFHTA Sponsor LLC (the
“Sponsor”), dated as of the date hereof, will confirm our agreement that,
commencing on the date the securities of the Company are first listed on The
Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement
on Form S-1 and prospectus filed with the U.S. Securities and Exchange
Commission (the “Registration Statement”) and continuing until the earlier of
the consummation by the Company of an initial business combination or the
Company’s liquidation (in each case as described in the Registration Statement)
(such earlier date hereinafter referred to as the “Termination Date”):


This <mask> agreement (this “Agreement”) sets forth the understanding by and
between you and Better Choice Company, Inc. (collectively with its affiliates
and subsidiaries, the “Company”), regarding your voluntary resignation from
employment with the Company.
Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings ascribed to such terms in that
certain Employment Agreement dated as of May 6, 2019 by and between you and the
Company (the “Employment Agreement”).


This <mask> agreement (this “Agreement”) by and among Flying Eagle Acquisition
Corp. (the “Company”), Eagle Equity Partners II, LLC (the “Sponsor”) and Global
Eagle Acquisition LLC, an affiliate of the Sponsor (“GEA”), dated as of the date
hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the New York Stock Exchange (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the U.S. Securities and Exchange Commission (the “Registration Statement”)
and continuing until the earlier of the consummation by the Company of an
initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement (“Letter Agreement”) is in reference to the License
Agreement (the “Agreement”), dated October 4, 2019, by and between Akcea
Therapeutics, Inc. (“Akcea”) and Pfizer Inc. (“Pfizer”), which Agreement
includes a sublicense of certain rights licensed by Akcea from its Affiliate,
Ionis Pharmaceuticals, Inc. (“Ionis”), under the Development, Commercialization
and License Agreement, dated December 18, 2015, by and between Ionis (formerly
known as Isis Pharmaceuticals, Inc.) and Akcea (the “Ionis/Akcea License
Agreement”).
Any capitalized terms not defined in this Letter Agreement will
have the meanings set forth in the Agreement, unless expressly specified
otherwise.
This Letter Agreement will become effective on the Closing Date of
the Agreement.


This <mask> agreement (this “Separation Agreement”) confirms our mutual
understanding regarding your resignation from the position of Chief Accounting
Officer effective as of February 28, 2020 and from the position of Executive
Vice President, Chief Financial Officer of MagnaChip Semiconductor Corporation
(“Parent”) and from all other positions with each of Parent’s direct and
indirect subsidiaries (Parent, together with each of its direct and indirect
subsidiaries, the “Company”), effective as of March 27, 2020 (the “Resignation
Date”).


This <mask> agreement (this “Agreement”) by and between Helix Acquisition Corp.
(the “Company”) and Helix Holdings LLC (the “Sponsor”), dated as of the date
hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the Nasdaq Capital Market (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the U.S. Securities and Exchange Commission (the “Registration Statement”)
and continuing until the earlier of the consummation by the Company of an
initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement (this “Agreement”) confirms our understanding and
agreement with respect to your separation of employment with Rite Aid
Corporation (the “Company,” each a “Party” and together with you, the
“Parties”). Capitalized terms not otherwise defined herein will have the
meanings attributed to them in the employment agreement by and between you and
the Company dated October 26, 2015, as amended (the “Employment Agreement”).


This <mask> agreement sets forth certain agreements and understandings that each
of Cole Corporate Income Management II, LLC, a Delaware limited liability
company (the “Advisor”), Cole Office & Industrial REIT (CCIT II), Inc., a
Maryland corporation (the “Company”), and Griffin Capital Essential Asset REIT,
Inc. (“GCEAR”), has agreed to undertake in connection with the Company’s
proposed business combination (the “GCEAR Merger Transactions”) with GCEAR
pursuant to the Agreement and Plan of Merger among the Company, GCEAR, Griffin
Capital Essential Asset Operating Partnership, L.P., GRT (Cardinal REIT Merger
Sub), LLC, GRT OP (Cardinal New GP Sub), LLC, GRT OP (Cardinal LP Merger Sub),
LLC, GRT OP (Cardinal OP Merger Sub), LLC, Cole Corporate Income Operating
Partnership II, LP and CRI CCIT II LLC, dated as of the date hereof (the “GCEAR
Merger Agreement”). Capitalized terms used but not defined herein shall have the
respective meanings given to such terms in the Advisory Agreement, dated as of
August 27, 2013 (as amended, the “Advisory Agreement”), by and between the
Company and the Advisor, as amended. This letter agreement constitutes an
amendment to the Advisory Agreement in accordance with Section 6.04 thereof.


This <mask> agreement (“Separation Agreement”) is provided to confirm the terms
of your separation from employment with Kennametal Inc. (“Company”). The Company
advises you to consult with an attorney regarding this Separation Agreement,
which includes the Company's consideration it shall pay you in exchange for a
release of claims, as per Section 4.


This <mask> agreement (this “Agreement”) by and between Broadstone Acquisition
Corp. (the “Company”) and Broadstone Sponsor LLP (the “Sponsor”), dated as of
the date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the New York Stock Exchange (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement (the “Agreement”) sets forth the terms and conditions of
your continued employment with RAPT Therapeutics, Inc. (“RAPT” or the
“Company”).
This Agreement supersedes and replaces all prior written employment
agreements, offer letters, or oral promises regarding the subject matter herein,
including, but not limited to, your initial August 24, 2017 offer letter
agreement with the Company and your April 19, 2019 change in control agreement.


This <mask> agreement (this “Agreement”) confirms certain arrangements between
Churchill Capital Corp III (the “Client”) and The Klein Group, LLC (“Advisor”)
with respect to the engagement of Advisor by the Client as its financial advisor
to provide strategic advice and assistance to the Client in connection with a
Transaction (as defined below), including providing assistance in connection
with the financing of the Transaction. For purposes of this Agreement,
“Transaction” means, whether effected directly or indirectly or in one
transaction or a series of transactions, the acquisition by the Client or any of
its affiliates of all or a significant portion of the business, assets or
securities of, or any other effort by the Client to obtain control of, or a
significant investment in, Polaris Parent Corp. (together with its subsidiaries,
“Target”), whether by way of a merger or consolidation, reorganization,
recapitalization or restructuring, tender or exchange offer, option, negotiated
purchase, leveraged buyout, minority investment or partnership, license,
collaborative venture or otherwise, or any other extraordinary corporate
transaction involving the Client or any of its affiliates, on the one hand, and
Target, on the other hand.


This <mask> agreement (“Agreement”) summarizes the terms and conditions of your
initial employment with Acuity Brands, Inc. (“Acuity” or the “Company”)
beginning on January 8, 2020 and employment as President and Chief Executive
Officer of Acuity, effective January 31, 2020. After you have reviewed the terms
and conditions of this letter, please sign below to signify your acceptance.


This <mask> Agreement (the “Agreement”) is to confirm the terms of your proposed
appointment on [___________] as a non-employee, [independent] Director of the
Board of Directors (the “Board”) of Xenetic Biosciences, Inc. (the “Company”).
Overall, in terms of time commitment, we expect your attendance at all the
meetings of the Board and meetings of such committees of the Board that you will
be appointed to (as applicable). In addition, you will be expected to devote
appropriate preparation time ahead of each meeting. By accepting this
appointment, you have confirmed that you are able to allocate sufficient time to
meet the expectations of this position.


This <mask> agreement ("Letter Agreement") sets forth the understanding between
you and Pacific Drilling S.A. (the "Company") regarding your separation from the
Company. Capitalized terms not otherwise defined herein have the meaning set
forth in the Severance and Change in Control Agreement, dated June 1, 2016, and
as thereafter amended on December 15, 2016, and on October 29, 2018, by and
between you and Pacific Drilling Manpower, Inc. (your "Severance Agreement").


This <mask> agreement by and between Churchill Capital Corp III, a Delaware
corporation (the “Company”) and M. Klein Associates, Inc., a New York
corporation (the “Services Provider”), dated as of the date hereof, will confirm
our agreement that, commencing on the date that securities of the Company are
first listed on the New York Stock Exchange (the “Listing Date”) and continuing
until the earlier of the consummation by the Company of an initial business
combination and the Company’s liquidation (in each case as described in the
Registration Statement on Form S-1 (File No. 333-236153) filed with the
Securities and Exchange Commission) (such earlier date hereinafter referred to
as the “Termination Date”):


This <mask> agreement by and between GS Acquisition Holdings Corp II, a Delaware
corporation (the “Company”), and Goldman Sachs Asset Management, L.P., a
Delaware limited partnership (“GSAM”), dated as of the date hereof, will confirm
our agreement that, commencing on the date the securities of the Company are
first listed on the New York Stock Exchange (the “Listing Date”) and continuing
until the earlier of the consummation by the Company of an initial business
combination and the Company’s liquidation (in each case as described in the
Registration Statement on Form S-1 (File No. 333-239096) filed with the
Securities and Exchange Commission) (such earlier date hereinafter referred to
as the “Termination Date”):


This <mask> agreement (“Letter Agreement”) is being entered into by and between
Leader Capital Holdings Corp., a Nevada corporation (the “Company”), and First
Leader Capital Ltd. (the “Stockholder”), the principal stockholder of the
Company.
In consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Companyand the
Stockholder hereby agree as follows:


This <mask> agreement is in regards to: (i) that certain Master Product Purchase
Agreement, by and between Smart Sand, Inc. (“Smart Sand”) and Liberty Oilfield
Services, LLC (“Liberty”), dated March 8, 2017, as amended by that certain First
Amendment to Master Product Purchase Agreement, dated effective as of May 1,
2017, and those certain letter agreements entered into by the parties from time
to time (as amended, the “PPA”); (ii) that certain Railcar Usage Agreement,
dated March 8, 2017, as amended by that certain First Amendment to Railcar Usage
Agreement, dated effective as of May 1, 2017 (as amended, the “RUA”); and (iii)
that certain Transportation and Transloading Services Agreement, dated August 7,
2018, by and between Smart Sand, SSI Bakken I, LLC, and Liberty (as amended, the
“Transloading Agreement”). All capitalized terms contained in this letter
agreement and not otherwise defined shall have the meanings ascribed to such
terms in the PPA, RUA and Transloading Agreement, as applicable.
Per our discussion, Smart Sand and Liberty each hereby agrees to the following:


This <mask> agreement (this “Amendment”) amends the Confirmations (the
“Confirmations”) in respect of the Share Forward Transactions between Wells
Fargo Bank, National Association (“Dealer”) and New Jersey Resources Corporation
(“Counterparty”) dated December 4, 2019 and December 5, 2019. Any capitalized
term used but not defined herein shall have the meaning assigned thereto in the
Confirmations.


This <mask> Agreement (the "Agreement") is to confirm the terms of your proposed
appointment on September 26, 2019 as a non-employee, independent Director of the
Board of Directors (the "Board") of Xenetic Biosciences, Inc. (the "Company").
Overall, in terms of time commitment, we expect your attendance at all the
meetings of the Board and meetings of such committees of the Board that you will
be appointed to (as applicable). In addition, you will be expected to devote
appropriate preparation time ahead of each meeting. By accepting this
appointment, you have confirmed that you are able to allocate sufficient time to
meet the expectations of this position.


This <mask> agreement (the “Agreement”) confirms the terms and conditions that
will govern INVO Bioscience, Inc. (together with its subsidiaries, predecessors,
and successors, the “Company”) engagement of Tribal Capital Markets, LLC
(together with its affiliates, “Tribal”) as the Company’s exclusive placement
agent in connection with an offering or series of offerings of Company
securities (the “Engagement”).


This <mask> agreement (this “Agreement”) by and among Hudson Executive
Investment Corp. (the “Company”), HEC Sponsor LLC (the “Sponsor”) and Hudson
Executive Capital LP, an affiliate of the Sponsor (“HEC”), dated as of the date
hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on The Nasdaq Capital Market (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the U.S. Securities and Exchange Commission (the “Registration Statement”)
and continuing until the earlier of the consummation by the Company of an
initial business combination or the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


This <mask> agreement memorializes the understanding reached between
Northwestern and Exicure regarding the third amendment to the Agreement
("Amendment Three"). Unless otherwise defined in this Amendment Three,
capitalized terms shall have the meaning assigned to them in the Agreement.
Subject to the terms and conditions of the Agreement and Exicure's compliance
therewith, the parties hereby agree as follows:


This <mask> agreement sets forth certain agreements and understandings that each
of Cole Corporate Income Management II, LLC, a Delaware limited liability
company (the “Advisor”) and Cole Office & Industrial REIT (CCIT II), Inc., a
Maryland corporation (the “Company”) has agreed to undertake in connection with
the Company’s proposed business combination (the “Merger”) with CIM Real Estate
Finance Trust, Inc. (“CMFT”) and Thor II Merger Sub, LLC pursuant to the
Agreement and Plan of Merger among them dated as of the date hereof (the “Merger
Agreement”). Capitalized terms used but not defined herein shall have the
respective meanings given to such terms in the Advisory Agreement, dated as of
August 27, 2013 (the “Advisory Agreement”), by and between the Company and the
Advisor, as amended.


This <mask> agreement by and between Starboard Value Acquisition Corp., a
Delaware corporation (the “Company”), and SVAC Sponsor LLC, a Delaware limited
liability company (the “Services Provider”), dated as of the date hereof, will
confirm our agreement that, commencing on the date that securities of the
Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”) and
continuing until the earlier of the consummation by the Company of an initial
business combination and the Company’s liquidation (in each case as described in
the Registration Statement on Form S-1 (File No. 333-248094) filed with the
Securities and Exchange Commission) (such earlier date hereinafter referred to
as the “Termination Date”):