Section # Actuarial Expert.

If the parties to the Dispute are unable to agree upon an expert within ten (10) Days after receipt of the notice of request for an expert determination, then, upon the

New Collateral Locations. Each Borrower and Guarantor may only open any new location within the continental United States provided such Borrower or Guarantor # gives Administrative Agent written notice of the opening of any such new location concurrently at the time of the delivery of the next Borrowing Base Certificate required to be delivered pursuant to Section 7.1(a)(i) hereof and # executes and delivers, or causes to be executed and delivered, to Administrative Agent such agreements, documents, and instruments as Administrative Agent may deem reasonably necessary or desirable to protect its interests in the Collateral at such location.

New Hire Award. As further consideration for your joining the Company, and in recognition of your anticipated contribution to the Company, you will receive the following:

New [Sections 1.12 and 1.13]3] are hereby added to the Business Financing Agreement immediately following [Section 1.11] thereof as follows:

New Item 3. of SECTION ONE, SUBJECT MATTER. The existing Item 3 of Section One, Subject Matter, is hereby deleted in its entirety and the following new Item 3 is hereby inserted in the Agreement:

New Item 5. of SECTION ONE, SUBJECT MATTER. The following new Item 5. Is hereby inserted in the Technology License Agreement:

SECTION # NEGATIVE COVENANTS 4243

If the Parties cannot agree on the fair market value of the assets as set forth under [Section 3.2.1(ii)] or of MYMETICS’ shares as set forth under [Section 3.2.5], each Party may request its determination by an independent expert, or if such independent expert refuses or is not able to act, by an experienced international accounting firm appointed by the President of the Lausanne, Switzerland, Chamber of Commerce, ("Expert") using accounting methods customarily used at that time to establish the value of businesses in the relevant industry. The fair market value as determined by the Expert shall be binding and final on the Parties, unless based on calculation errors, in which case the fair market value as corrected by the Expert shall be binding.

request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert with at least fifteen (15) years’ experience in the valuation of deepwater oil and gas fields in excess of one hundred and fifty million (150,000,000) barrels expected ultimate recovery and such expert shall administer such expert determination through the ICC’s Rules for Expertise, unless challenged in an arbitration pursuant to clause 18.2(c) within thirty (30) Days after the date the expert’s final decision is received by the parties to the Dispute and until replaced by such subsequent arbitral award. The only basis upon which the expert’s final decision may be challenged is a claim that the procedure set forth in this clause 18.3 was not complied with in a material respect. The amount of the valuation determined by the expert will not be subject to challenge.