Scope of Work. The services to be performed by the Consultant under this Agreement (the “Going Public” strategy) shall consist of the following: # General consulting work, corporate business analysis, drafting of the Company's Asset Assignments, Agreements, Super 8-K, 10-Q, 10-K, 8-K, and Form S-1, additionally, to help answer SEC (Securities and Exchange Commission) comments that may arise from the SEC; coordinating auditor changes, corporate identity, implementing and collaborating with the Company's management to fulfill its goal to become a publicly-traded entity on OTC BB (Over-the-Counter Bulletin Board) # Introduction to legal counsel, auditors, accountants, 15c211 sponsors, market maker(s), DTC eligibility # Assist in coordination with management in presentations # Evaluation of various financing procedures # Participation in SKYPE calls with management, general business reviews. Additionally, the Company has been given notice by the Consultant through this Agreement that the Consultant is not a licensed attorney and that certain items such as a legal letter must be obtained by a securities attorney prior to submitting on Form S-1, as required by the US Securities and Exchange Commission. Furthermore, that the Company may not fully rely on Consultant for legal advice with respect to its "going public" strategy. All work performed is being performed on a "best efforts" basis and that no guarantees or warranties are given or expressed within this Agreement.

ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate of the Advisor with the approval of the Board (including the approval of a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership is bound by this Agreement.

Enforcement of Affiliate Transactions. Notwithstanding any other provision of this Agreement, the Board, acting solely with the approval of a majority of the voting power of the Directors who are not Representatives of the Interested Member, shall have the right and authority to cause the Company, any Subsidiary thereof or the Operator, as applicable, to pursue or enforce any remedy and exercise any other rights of the Company, such Subsidiary or the Operator under an Affiliate Transaction. In the case of any Affiliate Transaction that is an Affiliate Transaction with respect to all Members, if one of such Members or an Affiliate thereof is in breach or other default of its obligations under such Affiliate Transaction, the Board, acting solely with the approval a majority of the voting power of the Directors who are not Representatives of such breaching or defaulting Member, shall have the right to cause the Company, the applicable Subsidiary thereof or the Operator, as applicable, to pursue or enforce any remedy or exercise any other rights of the Company, such Subsidiary or the Operator, as applicable, under such Affiliate Transaction.

Specifications; Testing. For Work Orders for GMP Manufacturing, WuXi ATU shall Manufacture Product in accordance with the Batch Records and assess (through testing and Batch record review) whether such Product conforms to the Specifications established for such Product and as set forth in the applicable Work Order.

Adjustments for Product Orders. The amounts specified for the Monthly Installments are based on the projected order of Products. In the event that the ​’s Product orders for any given month are less than the amount associated with the Monthly Installment, the ​ shall pay the remainder of the applicable month’s Monthly Installment at the end of the month in accordance with the invoice. ​ shall ship out Products equaling the amount to be invoiced prior to such invoice being issued. Notwithstanding the foregoing, ​, in its sole and absolute discretion may elect for ​ to store the then invoiced Products on behalf of ​, or to ship said Products to a third-party designated by ​.

Payment for Change Orders. In connection with any Change Order, the Parties shall consider, negotiate and mutually agree to adjustments in the Payment Milestone Schedule in a timely manner and this Contract shall be amended in accordance with [Article 28.0], Amendments. If the Parties do not so agree, payments for Change Orders shall be made in the same manner as for ​.

The Debtor, the Secured Party and the Securities Intermediary each agree that if at any time an Authorized Officer of the Securities Intermediary shall receive an “entitlement order” (within the meaning of [Section 8-102(a)(8)])] of the New York UCC) or any other order (collectively, a “Transfer Order”) originated by the Secured Party and relating to any Secured Account or any financial assets or security entitlements credited thereto, the Securities Intermediary shall comply with such Transfer Order without further consent by the Debtor or any other Person.

Qualified Domestic Relations Orders. Except as may be expressly provided in the applicable Award Agreement, an Award may be transferred, to a Permitted Transferee, pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of written notice of such transfer and a certified copy of such order.

Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any similar transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances # in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, # in regard to transactions with unaffiliated third parties, made in the ordinary course of business or # in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.

All Contracts, purchase orders, statements of work and other similar instruments and agreements entered into by or in the name of “Janesville Acoustics” constitute the legal, valid and binding obligations of a Target Company, and, to the Knowledge of the Sellers, are Enforceable.