[[Person A:Person]]ior Banker

Manager to Employ. Manager shall provide, employ or otherwise retain and be responsible for selecting, hiring, training, supervising, and terminating any and all unlicensed non-professional support personnel (“Support Personnel”) as determined by Manager, after consultation with Provider, to be necessary or appropriate for the efficient and proper operation of Provider Headquarters and the Wound Care Business with the goal of providing high quality personnel to the extent commercially reasonable. Manager shall have sole responsibility with respect to any such employees for determining salaries and providing fringe benefits, and for withholding, as required by law, any sums for income tax, unemployment insurance, social security, or other withholding require by applicable law or governmental requirement.

Termination by Manager. Manager may terminate this Agreement “for cause” in the event that Provider materially defaults in the performance of any of its material duties or obligations under this Agreement, and such default continues for thirty (30) days after Provider receives notice of the default, specifying the nature and extent of such default; provided, however, that if such default is not cured within thirty (30) days, but is capable of being cured within a reasonable period of time in excess of thirty (30) days, then a default shall not occur if the Provider commences the cure of such default within the first thirty (30) day period and thereafter diligently and in good faith continues to cure such default to completion.

Indemnification of Manager. The Company shall, to the maximum extent permitted by applicable law, indemnify and hold harmless the Manager and the Manager's officers, employees, agents, governors, counsel, assigns or any of their affiliates or any person who was, at the time in question, such a person (collectively, the "Related Persons") and the Company shall release each Related Person, to the fullest extent permitted by law, from and against any and all Damages (as defined in Paragraph (8)), including, without limitation, Damages incurred in preparing or defending any action, claim, proceeding, investigation or appeal from any of the foregoing by or before any court or governmental authority, whether pending or threatened, whether or not a Related Person is or may be a party thereto, which, in the judgment of the Manager, arise out of, relate to or are in connection with this Agreement or the management or conduct of the business or affairs of the Company, provided that the act or failure to act giving rise to such Damages was taken in good faith and except for any such Damages that are found by a court of competent jurisdiction to have resulted primarily from any act or omission which constituted gross negligence, intentional misconduct, an intentional or material breach of this Agreement or a knowing violation of law.

(h) “Strategic Alliance Agreement” means the Strategic Alliance Agreement entered into on January 22, 2018 between TLC and JX for JX to purchase shares of TLC Hong Kong.

Western Alliance Bank

Contract relating to any joint venture, partnership or strategic alliance;

Agreement between ​ and FLOW Formal Alliance LLC dated September 1, 2007

Initiate, alter or terminate an important business alliance with a third party

such meeting. The Alliance Managers will be responsible for preparing reasonably detailed written minutes of all JSC meetings that reflect material decisions made and action items identified at such meetings. The Alliance Managers will send draft meeting minutes to each member of the JSC for review and approval within ​ after each JSC meeting. Such minutes will be deemed approved unless one or more members of the JSC objects to the accuracy of such minutes within ​ of receipt. Minutes will be officially endorsed by the JSC at the next JSC meeting, and will be signed by the Alliance Managers.