Acquisition Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Investments, the Company shall pay an Acquisition Fee to the Advisor or its Affiliates for each such Investment (whether an acquisition or origination). With respect to the origination or acquisition of an Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor shall be equal to an amount of 1.0% of the amount, funded or allocated, inclusive of the Acquisition Expenses associated with such Investment, and the amount of any debt associated with, or used to fund the investment in, such Investment. With respect to the acquisition or origination of an Investment through any Joint Venture in which the Company or the Operating Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor or its Affiliates shall be equal to an amount of 1.0%, of the portion of the amount, funded or allocated, inclusive of the Acquisition Expenses associated with such Investment, and the amount of any debt associated with, or used to fund the investment in, such Investment that is attributable to the Company’s investment in such Joint Venture. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on acquisition fees contained in (and defined in) the Company’s Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor or its Affiliates shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, payment of the Acquisition Fee may be deferred or waived (or paid in Shares), in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred or waived Acquisition Fee shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

Serve as the Company’s investment and financial advisor and obtain certain market research and economic and statistical data in connection with the Company’s Investments and investment objectives and policies;

Acquisition Assistance. The Company agrees that Aspen shall be paid $250,000 in cash as compensation for assisting with all matters other than the Financing that are related to closing the Acquisition ("Acquisition Compensation") within twenty (20) business days of the date on which the Company consummates the Acquisition, or such other mutually agreed upon timeframe.

Benefit Plans and Programs. The Executive shall be entitled to participate in all compensation or employee benefit plans or programs and receive all benefits and perquisites for which salaried employees of the Company generally are eligible under any plan or program now or established later by the Company on the same basis as similarly situated senior executives of the Company. The Executive may participate [[Organization B:Organization]] extent permissible under the terms and provisions or such plans or programs, in accordance with program provisions. Nothing in this Agreement will preclude the Company from amending or terminating any of the plans or programs applicable to salaried employees or senior executives of the Company as long as such amendment or termination is applicable to all salaried employees or senior executives, as the case may be, so long as such plans or programs are replaced with plans no less favorable, in the aggregate, than existing plans.

Farmor has disclosed to Farmee copies of the current Work Programs and Budget in respect of the Contract Area and all correspondence with the Government that relate thereto.

Medicare and Medicaid Programs. To the extent required in connection with their respective businesses, each of the Company and the Subsidiaries has the requisite provider number or other authorization to bill the Medicare program and the respective Medicaid program in the state or states in which such entity operates unless failure to maintain such provider number or other authorization would not, individually or in the aggregate, have a Material Adverse Effect; other than immaterial statements of deficiency that may arise in the ordinary course of business, neither the Company nor any of the Subsidiaries is subject to any pending or, to the Company’s knowledge, threatened or contemplated action which could reasonably be expected to result either in a revocation of any provider number or authorization or in the Company’s or any Subsidiary’s exclusion from the Medicare or any state Medicaid programs unless revocation of such provider number or authorization, or the Company’s or such Subsidiary’s exclusion from such Medicare or state Medicaid programs, would not, individually or in the aggregate, have a Material Adverse Effect; the Company’s and each of the Subsidiaries’ business practices have been structured in a manner reasonably designed to comply with the federal or state laws governing Medicare and state Medicaid programs, including, without limitation, [Sections 1320a-7a and 1320a-7b]b]b]b] of Title 42 of the United States Code, and the Company reasonably believes that it is in compliance with such laws, except for such noncompliance as would not, individually or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries have taken reasonable actions designed to ensure that they do not: # violate the False Claims Act, 31 U.S.C. §§ 3729-3733 or # allow any individual with an ownership or control interest (as defined in 42 U.S.C. § 1320a-3(a)(3)) in the Company or any Subsidiary or have any officer, director or managing employee (as defined in 42 U.S.C. § 1320a-5(b)) of the Company or any of the Subsidiaries who would be a person excluded from participation in any federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)) as described in 42 U.S.C. § 1320a-7(b)(8); and the Company and the Subsidiaries have structured their respective businesses practices in a manner designed to comply with the federal and state laws

Covenant Not to Market Competing Products. Except as expressly contemplated by the terms of this Agreement, the Parties and their respective Subsidiaries shall not, and shall not negotiate to or agree to, # develop, file for Regulatory Approval, acquire, license, manufacture anywhere for use in the Territory, or # Market or otherwise commercialize in or for the Territory, any pharmaceutical product that is # a Generic Equivalent to a Product, # an AG Product with respect to a Product, or # any extended release or delayed release prescription cough/cold medicine containing codeine, either alone or with a Third Party (each, a “Competing Product”) during the Term of a Product. Notwithstanding the foregoing, clause (C) shall not prevent either Party from developing, manufacturing and Marketing, a Generic Equivalent (whose approval is or will be based on an ANDA) of a Third Party extended release or delayed release prescription cough/cold medicine containing codeine product which Third Party product was approved pursuant an NDA and such product shall not be deemed a Competing Product. If TRIS engages any Third Party to use TRIS’ modified release technology for liquid suspension products to manufacture Product, it shall enter into an agreement with such Third Party whereby such Third Party agrees not to Market a Generic Equivalent to such Product during the Term of such Product.

Acquisition of Stock. From time to time the Committee may, in its sole discretion, direct the Trustee to acquire Stock from the issuing Employer or from shareholders, including shareholders who are or have been Employees, Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for such Stock no more than its fair market value, which shall be determined conclusively by the Committee pursuant to Section 12.4. The Committee may direct the Trustee to finance the acquisition of Stock by incurring or assuming indebtedness to the seller or another party which indebtedness shall be called an “Exempt Loan.” The term “Exempt Loan” shall refer to a loan made to the Plan by a disqualified person within the meaning of Section 4975(e)(2) of the Code, or a loan to the Plan which is guaranteed by a disqualified person. An Exempt Loan includes a direct loan of cash, a purchase-money transaction, and an assumption of an obligation of a tax-qualified employee stock ownership plan under Section 4975(e)(7) of the Code (“ESOP”). For these purposes, the term “guarantee” shall include an unsecured guarantee and the use of assets of a disqualified person as collateral for a loan, even though the use of assets may not be a guarantee under applicable state law. An amendment of an Exempt Loan in order to qualify as an “exempt loan” is not a refinancing of the Exempt Loan or the making of another Exempt Loan. The term “exempt loan” refers to a loan that is primarily for the benefit of the Plan participants and their beneficiaries and that satisfies the provisions of this paragraph. A “non-exempt loan” fails to satisfy this paragraph. Any Exempt Loan shall be subject to the following conditions and limitations:

Acquisition of Securities. Notwithstanding any other provision of the Plan to the contrary, at no time shall the Plan be obligated to acquire securities from a particular security holder at an indefinite time determined upon the happening of an event such as the death of the security holder, pursuant to Treasury Regulations Section 54.4975-11(a)(7)(i).

Merger, Consolidation, Acquisition. Borrowers will not merge or consolidate with or into any other Person; or permit any Person to merge into either Borrower; or acquire all or substantially all of the assets or properties or capital stock of any other Person; or adopt or effect any plan of reorganization, recapitalization, liquidation or dissolution; provided, however, Borrowers may enter into letters of intent pertaining to merger, consolidation or acquisition subject to obtaining the Bank's written consent thereto prior to consummation of the transactions contemplated by such letter(s) of intent.