Assignor agrees that within 30 days from the date hereof, Assignor will, at the facilities of Assignor, provide a maximum of 5 business days of training to the designees of the Assignee, so that the designees of the Assignee become familiar with and learn the methods and protocols used to manufacture and create the Subject IP, and more particularly, the manufacture and creation of the Infiniguard finished product . In the event that the Assignee requests additional days of training at the facilities of Assignor, the Assignee will pay to Assignor an amount not to exceed $1,000 per 8 hour day, pro-rated at $125 per hour of training.

There are no defaults by Assignor; and, to the best of Assignor’s knowledge, there are no defaults by Landlord under the Lease, and no event has occurred and no condition exists which, with the giving of notice or passage of time, would constitute a default under the Lease by Landlord or Assignor; and

Section # Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee and the execution of the consent attached hereto by [the Borrower and] the Administrative Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.

Witnesses: Assignor: ​

Income Tax Withholding. Assignor will pay any and all taxes levied on account of any payments made to it under this Agreement. If any taxes are required by law to be withheld by Assignee or an Affiliated Licensee from any payment made to Assignor under this Agreement, Assignee or such Affiliated Licensee shall notify Assignor in writing giving details

and assigned by [the][any] Assignor to [the][any] Assignee pursuant to [clauses (i) and (ii) above] being referred to herein collectively as [the][an] "Assigned Interest"). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

The Assignor hereby undertakes:

The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the date hereof which represents the percentage interest specified in [Section 1 of Schedule 1] of all outstanding rights and obligations of the Assignor under the Credit Agreement, including such interest in the Commitment of the Assignor and the Lender Advances made by the Assignor. After giving effect to such sale and assignment, the Commitment and the amount of Lender Advances made by the Assignee will be as set forth in [Section 2 of Schedule 1].

4 List each Assignor, as appropriate.

Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty