Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting. Any such action taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, setting forth the action so taken, and signed by all Managers.

Shareholders meetings of the Target Company may be convened before the end of each month to review the financial and business status of the Target Company. In case of emergency and pursuant to the request of the majority of shareholders, extraordinary meetings may be convened by either shareholder at any time.

Meeting Requirements. At the written request of either ​ or ​ (a “MM Request”), each party shall arrange to meet and confer with the other (at a mutually reasonable and convenient time and location), as to the status of the maintenance, repair and other work required to be performed under this Lease and to # if requested by either party, conduct a full inspection of the condition of the Building and Premises including the Building Structure and Building Systems, # if requested by either party, review and discuss the Service Agreements, and # if requested by either party, review and discuss ​’s and ​’s obligations as set forth under this Lease (each, a “Maintenance Meeting”); provided, however, in no event shall ​ or ​ be required to participate in more than one such Maintenance Meeting in any calendar year, unless such a Maintenance Meeting is required in connection with an emergency situation or event. In connection with, and in advance of, any such Maintenance Meeting, to the extent ​’s MM Request included a request for maintenance and repair reports, documents and back-up materials, ​ shall promptly deliver any maintenance and repair reports, documents and back-up materials related to the maintenance, repair and other work required to be performed by ​ under the Lease, to the extent the same are regularly and customarily generated and maintained by, and in the possession of, its Facilities Team (collectively, the “M&R Reports”).

Exceptional Meeting Fees. A fee of $1,200 shall be paid to a Non-Employee Director for each Board or committee meeting attended by such Non-Employee Director in excess of five (5) special Board or committee meetings during the applicable calendar year and applies only to any non-regularly scheduled meeting in excess of a two-hour duration. Such exceptional meeting fees shall be paid by the Company in arrears not later than the third business day following the end of the calendar quarter in which any such exceptional meeting occurs (if not deferred by the Non-Employee Director in accordance with subsection # hereof).

DC Selection Meeting. The Parties shall hold a meeting at the date and time agreed upon by the Parties, but no later than the earlier of # the date of submission of the first IND in the United States or in [[Address B:Address]] or # ​, in order to discuss the selection of one potential Licensed Drug Candidate among the Drug Candidates to move toward further Development and Commercialization by the Parties (the “DC Selection Meeting”).

#​, acting through the ​ Board, shall take all actions in accordance with applicable Law, its Certificate of Incorporation and By-laws necessary to promptly and duly call, give proper notice of, convene and hold as promptly as practicable the ​ Meeting for the purpose of considering and voting upon the ​ Voting Proposal. As soon as practicable after execution of this Agreement, ​ shall prepare a proxy statement to solicit from the Stockholders proxies in favor of the ​ Voting Proposal (the “Proxy Statement”). Subject to Section 6.1, the ​ Board shall recommend approval of the ​ Voting Proposal by the Stockholders and include such recommendation in the materials delivered to the Stockholders , and shall use reasonable best efforts to # solicit from the Stockholders proxies in favor of the ​ Voting Proposal and # take all other actions necessary or advisable to secure the vote or consent of the Stockholders required by applicable Law to obtain such approval. ​ shall not submit any other proposals for approval at the ​ Meeting other than a Superior Proposal without the prior written consent of the Companies. ​ shall keep the Companies updated with respect to proxy solicitation results as requested by the Companies. Notwithstanding anything to the contrary contained in this Agreement, ​ may not adjourn or postpone the ​ Meeting once the ​ Meeting has been called and noticed without the prior written consent of the Companies other than to the extent necessary to ensure that any required supplement or amendment to the materials delivered to the Stockholders (including the Proxy Statement) is provided to the Stockholders or, if as of the time for which the ​ Meeting is originally scheduled # there are insufficient shares of ​ Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the ​ Meeting or # there are insufficient votes in favor of the ​ Voting Proposal and ​ believes in good faith that it can procure sufficient votes in favor of the ​ Voting Proposal by adjourning the meeting to a date not more than thirty (30) calendar days from the scheduled date of the ​ Meeting; provided, however, that ​ shall provide prompt written notice to Patriot and Bank of any such adjournment or postponement. If the ​ Board recommends a Super Proposal, it will not alter the obligation of ​ to submit the adoption of this Agreement and the approval of the Merger to the Stockholders at the ​ Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its terms prior to the ​ Meeting.

Annual Meeting of Stockholders. Each director is encouraged to attend the Annual Meeting of Stockholders.

Committee Meetings. The Committee will hold meetings at least annually. A majority of the members then in office will constitute a quorum. All actions of the Committee may be taken with or without a meeting. Each action of the Committee taken at a meeting shall be taken on a majority vote of all members of the Committee then in office. Any action taken without a meeting shall be in writing and signed by a majority of the members of the Committee then in office. The Committee may establish such other rules and procedures for taking action with or without a meeting as it shall deem appropriate.

Without Cause. The Employer may Terminate Employee’s employment during the Employment Period without Cause (“Termination Without Cause”).

Without Cause. The Employee’s Term of employment may be terminated by the Company for any reason or no reason, to be effective upon thirty (30) days prior written notice given by the Company to Employee.

Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

_Person V:Person_cutive Vice President, General Counsel and Secretary of Viacom (“Fricklas”), may resign from his employment with Viacom by written notice to Viacom no more than thirty (30) days after the date on which neither Dauman nor Dooley serve as Chief Executive Officer of Viacom. Such notice shall reference this [Section 6], not be subject to cure and have an effective date not less than thirty (30) business days after the date the notice is given, upon which date the noticed resignation shall become effective. Such resignation shall be deemed and for all purposes be treated as termination for “Good Reason” within the meaning of his employment agreement with and all other plans and arrangements of Viacom. Fricklas shall be a third party beneficiary of this [Section 6], entitled to rely on and enforce against Viacom the rights intended to be conferred on him hereby. Except as set forth in this [Section 6], Viacom’s and Fricklas’ rights and obligations under his employment agreement and other arrangements with Viacom (e.g. the Viacom pension plan and the Viacom 401(k) plan) shall remain unchanged, including without limitation Viacom’s right to terminate Fricklas at any time on the terms set forth in his employment agreement; provided, that the existence of “Cause” under Fricklas’ employment agreement shall not be claimed in respect of the matters addressed in this Settlement.

Court Actions. Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of patent rights or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to [Section 10.2].

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Claim by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such Claim and all Expenses actually and reasonably incurred by him or her in connection with investigating, attempting to amicably resolve, prepraring for, defending, settling or appealing such Claim if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct or gross negligence in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts the court may deem proper.

Regulatory Actions. The Parties hereby agree to cooperate with each other and take such actions as are reasonably required to effect the voluntary dismissal of all FCC Applications and all notices or filings under the HSR Act or with the SEC. Marigold and Montage each hereby agree to reimburse the other as soon as practicable following the execution of this Agreement to the extent either Party has paid more than one-half (1/2) of any filing fees incurred in connection with the FCC Applications or the filing fees paid under the HSR Act in connection with the Merger Agreement.

Actions Conclusive. The Committee shall have complete discretion in carrying out its powers and responsibilities under the Plan, and its exercise of discretion hereunder shall be final and conclusive.

The undersigned, being the directors of MAX SOUND CORPORATION, a corporation of the State of Delaware ("Corporation”, “Employer” or “Company”), does hereby authorize and approve the actions set forth in the following resolutions without the formality of convening a meeting, and does hereby consent to the following action of this Corporation, which actions are hereby deemed effective as of the date hereof:

Termination Without Cause. If Employee’s employment with the Company is terminated without Cause, the Company shall upon termination of Employee’s employment, provide Employee with the greater of # Annual Base Salary (paid in a lump sum or through regular payroll at the Company’s discretion) for the remainder of the four (4) year period specified in paragraph 1 above; or # the Severance Benefits (as defined in the Severance Plan), if any, due to Employee pursuant to the terms of the Bassett Furniture Industries, Inc. Severance Program for Officers and Management Employees (the “Severance Plan”). For purposes of determining Severance Benefits under the Severance Plan, Employee’s job classification shall be Senior Vice President.

Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any award agreement, must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.

No Actions Pending. There is no action, suit or proceeding, at law or in equity, before or by any court or governmental authority, pending or, to the best of Provider’s knowledge, threatened against Provider, wherein an unfavorable decision, ruling or filing would materially adversely affect the performance by Provider of its obligations hereunder or the other transactions contemplated hereby, or which, in any way, would adversely affect the enforceability of this Agreement, or any other agreement or instrument entered into by Provider in connection with the transactions contemplated hereby. In the event Provider becomes aware of such action, suit or proceeding, Provider shall immediately notify Company.