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.
Except where the context otherwise requires, wherever used, the singular shall include
the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is
used in the inclusive sense (and/or). Whenever this Agreement refers to a number of days, unless otherwise specified, such number
refers to calendar days. The captions of this Agreement are for convenience of reference only and in no way define, describe,
extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including,”
“include,” or “includes” as used herein shall mean including, without limiting the generality of any description
preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule
of strict construction shall be applied against either Party.
This Agreement may be executed in two (2) or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by
facsimile, PDF format via email or other electronically transmitted signatures and such signatures shall be deemed to bind each
Party hereto as if they were original signatures.