Investment Company. [[Organization C:Organization]] is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

Company IP. Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company Intellectual Property includes all of the Intellectual Property Rights used by the Company and each Subsidiary to conduct its business and, to the Company’s knowledge, includes all of the Intellectual Property Rights used by the Company or any Subsidiary to conduct its business in the manner proposed to be conducted (including the research, manufacturing, licensing, marketing, importation, sale, offer for sale or use and future research, manufacturing, licensing, marketing, importation, sale, offer for sale or use, of any Company Product in development). Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company or a Subsidiary # is the sole and exclusive owner of all right, title and interest in and to or # has valid, exclusive and continuing rights to develop, manufacture, license, sublicense, market, import, sell, offer or use as the case may be, the Company Intellectual Property, in each case, free and clear of all Liens (other than Permitted Liens). No Company Intellectual Property is subject to # any judicial or administrative action, suit, litigation, arbitration, proceeding, Company Contract, or order of a Governmental Entity that restricts the use, transfer or licensing thereof by the Company or its Subsidiaries (other than restrictions contained in the IP Contracts disclosed in [Schedule 2.19(c)] of the Company Schedules), or # which may affect the validity, use or enforceability of such Company Intellectual Property.

Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided this Agreement becomes effective and You do not revoke it) agrees to:

Company Responsibility. The obligation imposed by this Agreement on ICV shall likewise apply to Company with respect to any information identified by ICV as "Confidential Information" with regard to the business or internal affairs or other interests of ICV.

Schedule # attached hereto sets forth: # the name of the Company; # the jurisdiction of incorporation of the Company; # the names of the officers and directors of each Company; and # the jurisdictions in which the Company is qualified or holds licenses to do business. The Company is a Nevada Corporation organized and validly existing and in good standing under the laws of Nevada and has all requisite power and authority to own its properties and carry on its business as now being conducted.

Company Policies. Provider shall ensure that Provider and its employees and subcontractors comply with all of the policies, regulations and directives of Company, including but not limited to compliance with laws and regulations, and security (including data security), as such policies may be revised from time-to-time and provided to Provider.

Company Sale. Notwithstanding anything to the contrary set forth in [clause (a) above], 100% of any Option granted hereby shall be vested, regardless of the degree to which such Option was otherwise then vested (i.e. if an Option is otherwise vested 20%, it shall become vested 100%) upon consummation of a Company Sale.

Company Expenses. Upon the execution of this Agreement, Purchaser agrees to be solely responsible for the payment of all expenses of ​, including but not limited to accounting fees, legal fees, consulting fees, and all other expenses necessary for the operation of ​ as a fully-reporting public company

The term “Company” as used in this Award Agreement with reference to the Participant’s services shall include the Company and its Subsidiaries.