“Independent Expert” means a Person independent with respect to the Parties (i.e., no prior material business relationship with any party for the prior two (2) years) or otherwise does not promptly accept its engagement, another mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting firm recognized nationally (which appointment will be made no later than ten (10) days after the Dispute Resolution Notice Date); provided, that if the Independent Expert does not accept its appointment or if Buyer and the Sellers’ Representative cannot agree on the Independent Expert, in either case within twenty (20) days after the Dispute Resolution Notice Date, either Buyer or the

Each of the Guarantors hereby appoints the ​ to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that # the ​ may execute such documents and provide such authorizations on behalf of such Guarantor as the ​ deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, # any notice or communication delivered by the ​, an L/C Issuer or a ​ to the ​ shall be deemed delivered to each [[Loan Parties:Organization]] and # the ​, L/C Issuers or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the ​ on behalf of each of the Loan Parties.

Purpose of appointment and agreement: The parties intend to market and distribute the technologies of African Horizon Technologies Pty Ltd (AHT), specifically the Hydraspin Hydro Cyclone which is a Trade secret technology, within the United States of America through the actions of Water Now, Inc., also referred to herein as the “Distributor”. The Hydraspin technology Trade secret will be protected by the Distributor. The Hydraspin technology removes oil from water. The parties hereby agree to a long term mutual beneficial agreement, wherein AHT will manufacture the Hydraspin solutions in South Africa and export same to the USA. Hydraspin Pty Ltd is a company owned by JS Steyn and has formal agreement with AHT whom is the Holding company of all the water treatment technologies that AHT sells globally. Any agreement that is made with AHT also applies to Hydraspin Pty Ltd. AHT and Hydraspin Pty Ltd. are at times collectively referred to herein as the “Principal”

Additional Appointment. For the purposes of any Foreign Subsidiary Pledge Documents governed by Italian law, each of the Lenders and the L/C Issuer hereby irrevocably appoints [[Administrative Agent:Organization]] to act, on its name and its behalf, as procuratore con rappresentanza pursuant to [Article 1387] and following of the Italian civil code and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent, in acting as such, will be entitled to the benefits of Article IX hereto in all respects.

New Services. After the execution of this Services Agreement and prior to the date that is two months from the date hereof, either Party may request that the other Party provide an additional or different service that is not an Omitted Service and that does not constitute a Service Change (a “New Service”). The other Party shall consider such request in good faith, but nothing in this Services Agreement shall require the other Party to agree to provide such New Service. If the other Party consents to providing the requested New Service, then the Parties shall negotiate in good faith to agree to the terms and conditions upon which such New Service would be added to this Services Agreement, it being agreed that the charges for such New Service should be determined on a basis consistent with the methodology for determining the initial prices provided for herein (as described in Section 2.3).

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

New Guarantee. To the extent no Guarantee Release Date has occurred on or prior to such date, the Administrative Agent shall have received a New Guarantee executed and delivered by each New Guarantor, substantially in the form of [Exhibit D], together with customary secretary’s certificates, resolutions and legal opinions.

New Subsidiaries. In the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than an Immaterial Subsidiary or a Financing Subsidiary for so long as such entity remains an Immaterial Subsidiary or a Financing Subsidiary), such Subsidiary shall become a Subsidiary Guarantor and the Borrower will cause the entire Collateral and Guarantee Requirement to be satisfied by and with respect to such Subsidiary.

New Definitions. The definitions of “PrimeRevenue Supplier Agreement”, “Sixth Amendment” and “Sixth Amendment Effective Date” are hereby inserted in [Section 1.01] of the Credit Agreement in appropriate alphabetical order as follows:

New Contracts. Except as provided in [Subsection 6.1.4], ​ will not enter into any new contract that will be an obligation affecting the Properties subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than thirty (30) days’ prior notice.