CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
Relief. Each Party acknowledges and agrees that the restrictions set forth in Section
2.7 and Articles 8 and 9 are reasonable and necessary to protect the legitimate interests of the other Party
and that such other Party would not have entered into this Agreement in the absence of such restrictions and that any breach or
threatened breach of any provision of such Section or Articles may result in irreparable injury to such other Party for which
there will be no adequate remedy at law. In the event of a breach or threatened breach of any provision of such Section or Articles,
the non-breaching Party shall be authorized and entitled to obtain from any court of competent jurisdiction injunctive relief,
whether preliminary or permanent, specific performance and an equitable accounting of all earnings, profits and other benefits
arising from such breach, which rights shall be cumulative and in addition to any other rights or remedies to which such non-breaching
Party may be entitled in law or equity. Both Parties agree to waive any requirement that the other (i) post a bond or other
security as a condition for obtaining any such relief and (ii) show irreparable harm, balancing of harms, consideration of
the public interest or inadequacy of monetary damages as a remedy. Nothing in this Section 13.10 is intended or should
be construed, to limit either Party’s right to equitable relief or any other remedy for a breach of any other provision
of this Agreement.
and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived
at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a
written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party hereto
of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other
right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise. The rights and
remedies provided herein are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available
except as expressly set forth herein.
Benefit to Third Parties. Except as provided in Article 11, the covenants and agreements
set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns and they
shall not be construed as conferring any rights on any other Persons.
Assurance. Each Party shall duly execute and deliver or cause to be duly executed and
delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments,
agreements, documents and instruments, as may be necessary or as the other Party may reasonably request in connection with this
Agreement or to carry out more effectively the provisions and purposes hereof or to better assure and confirm unto such other
Party its rights and remedies under this Agreement.