Discontinuations; New Products. Nothing in this Article 1 or elsewhere in this Agreement shall preclude the Corporation from discontinuing the sale of any Product which the Corporation reasonably concludes is no longer profitable or otherwise feasible for the Corporation to sell, provided the Corporation gives the Distributor at least ninety (90) prior written notice of such discontinuation. If the Corporation develops additional eco-safe all natural agrochemical products the Distributor shall automatically have the right to distribute and sell these additional products. In this event the Corporation shall so advise the Distributor in writing, and the Distributor shall have thirty (30) from the date of such notice to determine whether it wishes to decline the right to distribute and sell such new product. If Distributor does nothing in aforesaid 30 day period, said product(s) shall be added to Exhibit “A” as a Product. If the Distributor declines, the Corporation may distribute the new product itself or through another distributor or commission agent in the Territory.

If Buyer proposes a new blade model, Seller will notify Buyer of any new product specific tools and modifications to the Production Facility and/or the Storage Facility that will be required for the production of the new model. It will be the responsibility of Buyer to provide and deliver such product specific tools to Seller at Buyer’s sole cost. Seller will quote a price for such new blade model and establish an initial Bill of Materials and Baseline Price Schedule for such model. [...​...].

New Term Loans. The principal amount of New Term Loans of each Term Lender shall be repaid as provided in the amendment to this Agreement in respect of such New Term Loans as contemplated by Section 2.14, subject to the requirements of Section 2.14 (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of New Term Loans pursuant to Section 2.14 (such increased scheduled installments to be calculated in the same manner (and on the same basis) as the schedule set forth in the amendment to this Agreement in respect of such New Term Loans as contemplated by Section 2.14 for the initial incurrence of such New Term Loans)). To the extent not previously paid, each New Term Loan shall be due and payable on the Maturity Date applicable to such New Term Loans.

New Affirmative Covenant. The following new [Section 6.15] is added to the Loan Agreement:

well as the Exercising Party's or Exercising Parties' nominations under Clause 19.6 below for the role of the Expert. If the disagreement is not resolved to the satisfaction of the Shareholders within five (5) Business Days after the Objection Notice is served, the Put Option Price shall be determined by an independent expert (the “Expert”) in accordance with Clauses 19.6 to 19.12 below.

Section # Expert Dispute Resolution Process.

The expert shall determine the Buy-Out Option Price as the difference between the fair market value of the Defaulting Party’s Participating Interest less # the Total Amount in Default; # all costs, including the costs of the expert, to obtain such valuation; # all costs and expenses, including attorneys’ fees, incurred by the non-defaulting Parties in relation to the expert determination; # all costs, including the costs of the expert, to obtain the Buy-Out Option Price; # all costs and expenses, including attorneys’ fees, incurred by the non-defaulting Parties in relation to the expert determination under clause 8.4(g)(iii); and # seventy-five percent (75%) of the fair market value of the Defaulting Party’s Participating Interest (such difference, the Appraised Value).

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.

Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to such parties. The Expert shall be a partner or principal in a nationally recognized accounting firm. If the Corporation and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be treated as a dispute subject to [Section 7.8] and an arbitration panel shall pick an Expert. The Expert shall resolve any matter relating to a Schedule or an amendment thereto as soon as reasonably practicable and in any event within thirty (30) calendar days after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation except as provided in the next sentence. The Corporation and the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless # the Expert entirely adopts the position of the TRA Party Representative, in which case the Corporation shall reimburse the TRA Party Representative for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or # the Expert entirely adopts the Corporation’s position, in which case Tax Benefit Payments to the TRA Parties that would have increased Tax Benefit Payments if the position of the TRA Party Representative had been adopted shall be reduced proportionately in the aggregate by any reasonable and documented out-of-pocket costs and expenses in such proceeding. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this [Section 6.2] shall be binding on the Corporation and the TRA Parties and may be entered and enforced in any court having competent jurisdiction.