Commercially Best Efforts. TLC Hong Kong shall use its commercially best efforts to Commercialize and sell reasonable quantities of the TLC Products in the China Territory and to stimulate and increase interest in the TLC Products in the China Territory. TLC Hong Kong shall use commercially best efforts to commit sales, marketing, and accounting management and servicing resources and to provide marketing and promotional materials and efforts for the TLC Products in the China Territory.

Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wainwright. Wainwright shall be a third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Best-Net Cutback. In the event that any benefits payable to an Employee pursuant to the Plan (“Payments”) # constitute “parachute payments” within the meaning of [Section 280G]

Reasonable Best Efforts. Subject to the terms and conditions herein provided, the parties agree to use their reasonable best efforts in good faith to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement during the first calendar quarter of 2018 or as soon thereafter as practicable. In the event that a party determines that a condition to obligation to complete the Merger cannot be fulfilled and that it will not waive that condition, it will immediately so notify the other party.

Reasonable Best Efforts. Each Buyer shall use its reasonable best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its reasonable best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.

“Transitional Pay Contribution.” Contributions by the Company provided for under Section D.2.

Military Differential Pay. For years beginning after December 31, 2008: # an individual receiving Military Differential Pay is treated as an Employee of the Employer making the payment; # the Military Differential Pay is treated as 415 Compensation ( and Compensation unless otherwise elected in the Adoption Agreement); and # the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) (or corresponding Plan provisions, including, but not limited to, Plan provi sions related to the ADP or ACP test) by reason of any contribution or benefit which is based on the Military Differential Pay. The Administrator operationally may determine, for purposes of the provisions described in Code §414(u)(1)(C), whether to take into account any Elective Deferrals, and if applicable, any matching contributions, attributable to Military Differential Pay.

Military Differential Pay. Compensation shall include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code §414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

Promise to Pay. Co-Borrowers hereby unconditionally promise to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

During the term of the Employee’s active employment with the Employer, the Employee will not, directly or indirectly, engage or participate in any other business activities that compete against the Employer.