TRIS may, at any time during the Term direct that the Products be manufactured and/or Packaged for TRIS on a subcontractor basis by a Third Party manufacturer (an “Approved Manufacturer”). TRIS shall be responsible under this Agreement for any Products manufactured or Packaged by an Approved Manufacturer as if such Product had been manufactured or Packaged by TRIS. If TRIS uses an Approved Manufacturer, it shall bear the costs of transferring technology to the Approved Manufacturer and the Parties’ out-of- pocket regulatory filing costs in conjunction therewith, and the Transfer Price for Product shall continue to be the same price that it would have been without TRIS’ use of an Approved Manufacturer.

Approved Contractor. Tenant shall contract with a professionally licensed sign company approved by Landlord for the design, fabrication and installation of Tenant’s Signage.

Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall # consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, # waive any dissenter’s rights and other similar rights, and # if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference.

Approved Investors. [Schedule AI] to the Repurchase Agreement is amended and restated in its entirety to read as set forth on [Exhibit C] to this Amendment.

“Approved Manufacturer” has the meaning set forth in [Section 5.6].

The Distributor is required to submit and obtain a signed Sales Agreement to all sub-distributors that outlines all Manufacturer terms and conditions as set forth in this Agreement, which has been approved by Manufacturer and Distributor.

Approved Underwriting Guidelines. ​ shall not submit to ​ for purchase, and ​ shall have no obligation to purchase, any Mortgage Loan underwritten in accordance with underwriting guidelines, including amendments to Approved Underwriting Guidelines not expressly approved by ​, other than Approved Underwriting Guidelines.

Approved Underwriting Guidelines. The Mortgage Loan satisfies the Approved Underwriting Guidelines.

Approved Accounts and Monitoring. Merchant shall maintain an account (the “Direct Debit Account”) into which its Future Receivables will be deposited, and will not change or add bank accounts without the prior, written approval of Purchaser. All bank accounts that have been approved by Purchaser shall be “Approved Accounts.” Merchant agrees to complete all necessary forms to establish the Direct Debit Account and will ensure that all Future Receivables are deposited in, or otherwise

Termination With Cause: Due to the unique nature of the Products and the Manufacturer’s excellent reputation and goodwill, the parties agree that it is an integral part of this Agreement that the Distributor observes certain clear standards of conduct. As a result, the Manufacturer shall be entitled to terminate this Agreement for cause, which shall include, without limitation, any of the following: # the Distributor’s failure to place and pay for in full the requisite Minimum Order (defined below) in any year, or failure to place a prorated Minimum Order at any interval established by the Manufacturer in its sole discretion; # the Distributor’s failure to achieve the level of market penetration for the Products in the Territory as expected by the Manufacturer; # the Distributor’s breach of any provision of this Agreement; # the dissolution, insolvency or bankruptcy of the Distributor; # immoral or unprofessional conduct by the Distributor in the sole discretion of the Manufacturer; and/or # any misrepresentation by the Distributor regarding the Products or the Manufacturer. This Agreement shall be immediately terminated for cause upon the date of the Manufacturer’s written notice of termination to the Distributor. “Minimum Order” means: # during the first calendar year of this Agreement, purchases from the Manufacturer of Products with an aggregate purchase price (at Distributor’s Price) of ​; # during the second calendar year of this Agreement, purchases from the Manufacturer of Products with an aggregate purchase price (at Distributor’s Price) of ​; # during the third calendar year of this Agreement, purchases from the Manufacturer of Products with an aggregate purchase price (at Distributor’s Price) of ​; # during the fourth calendar year of this Agreement, purchases from the Manufacturer of Products with an aggregate purchase price (at Distributor’s Price) of ​; and # during the fifth calendar year of this Agreement, purchases from the Manufacturer of Products with an aggregate purchase price (at Distributor’s Price) of ​ .