Interest in Assets. Except for office space provided to the Buyer by certain Affiliates, neither the stockholders of Buyer nor any Affiliate(s) of the stockholders nor anyone else other than Buyer owns any property or rights, tangible or intangible, used in or related, directly or indirectly, to the business of the Buyer.

No Violation. The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby, do not and will not # violate or contravene any provision of the certificate of formation, other charter documents or other organizational agreements of Buyer, # violate or contravene any law applicable to or binding on Buyer or # violate, contravene or constitute any default under, or result in the creation of any lien upon, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Buyer is a party or by which Buyer or any of its properties is or may be bound or affected;

prior to seeking recovery from the Sellers pursuant to [Section 9.2(a)(i)] (or with respect to any claim that could be made thereunder), Buyer agrees to make, or cause the appropriate Buyer Indemnitee to make, a claim for the full amount of such Loss under the R&W Insurance; provided, however, that, so long as Buyer or the appropriate Buyer Indemnitee has first made such a claim under the R&W Insurance, Buyer or such Buyer Indemnitee may also make a claim for indemnification under [Section 9.2(a)], notwithstanding the fact that the Buyer Indemnitee’s claim under the R&W Insurance is still pending. Buyer agrees to use reasonable best efforts to recover, and to cause the appropriate Buyer Indemnitee to recover, for such claims under the R&W Insurance (including contesting any improper denial of coverage thereunder). In no event shall any Buyer Indemnitee be entitled to recover any duplicate Losses pursuant to this Article 9. If any Buyer Indemnitee shall recover any duplicate Losses pursuant to the R&W Insurance or otherwise subsequent to recovering corresponding Losses from the Sellers pursuant to this Article 9, such Buyer Indemnitee shall promptly reimburse and deliver the amount of such duplicate recovery to the Sellers. The Buyer Indemnitees shall not be entitled to recover Losses if such Losses would have been covered under the R&W Insurance if not for a failure by a Buyer Indemnitee to comply with the first sentence of this [Section 9.5(b)] due to the gross negligence or willful misconduct of a Buyer Indemnitee. Buyer shall not, and, after the Closing, shall cause the Company not to, amend or modify in any manner that may adversely affect the Sellers, or cancel or otherwise consent to the termination of, the R&W Insurance;

HMTF Merger Sub Inc., a Colorado corporation (“Buyer”, and together with Parent, the “Buyer Parties”),

Not less than one (1) Business Day prior to the Closing Time, the Depositary will provide the Buyer with Buyer Share delivery instructions sufficient to enable the Buyer Shares to be delivered to Depositary.

Defense by [[Aquantia:Organization]]. [[Aquantia:Organization]] shall, at its own expense, defend or settle any suit or proceeding (“Claim”) that is instituted against Buyer to the extent that such claim alleges that any Item sold by [[Aquantia:Organization]] hereunder infringes any duly issued patent or copyright or misappropriates any trade secret and shall pay all damages awarded therein against Buyer or agreed upon in settlement by [[Aquantia:Organization]]. Buyer shall # give [[Aquantia:Organization]] reasonable notice in writing of any such Claim or threat thereof, # permit [[Aquantia:Organization]] sole control, through counsel of [[Aquantia:Organization]]’ choice, to defend and/or settle such Claim. Subject to Supplier’s right to control the defense and any settlement, Buyer may in addition have separate legal counsel participate in the defense on Buyer’s behalf at Buyer’s own expense. Finally, Supplier shall review with Buyer all proposed settlements and Buyer shall have the right to reject any proposed final settlements, such right of rejection being exercised only where the settlement would require Buyer to grant any rights or licenses under Buyer’s intellectual property rights or would cause other non-monetary impact to [[Intel:Organization]].

Seller shall maintain customary records concerning the Advance (the “Advance Payments File”) until repayment in full of all of the Advance. Subject to reasonable notice from Buyer, Seller shall permit Buyer’s representatives to review such Advance Payments File each January during the term of this Agreement or until the repayment in full of the Advance. The Advance Payments File shall include at a minimum: # validation of all Advance payments repaid to Buyer; # the total amount of any outstanding Advance not repaid to Buyer; and # utilization of the Advance by Seller. In addition, at Buyer’s sole discretion, Buyer may require a yearly written certification signed by Buyer and Seller personnel confirming the outstanding balance of the Advance.

Hazardous Materials Freight: Notwithstanding anything contained in Section 10.B. to the contrary, and regardless of the freight terms listed on any Purchase Order, all Items that are Hazardous Materials/Dangerous Goods and are regulated in transportation by international, federal, state or local law shall be shipped Delivered Duty Paid, Buyer’s Dock (DDP: Buyer’s Point of Use; Inco terms 2000) for non free trade zone factory sites or Delivered Duty Unpaid, Buyer’s Dock (DDU: Buyer’s point of use, Inco terms 2000) for free trade zone factory sales. Title and risk of loss shall pass to Buyer upon delivery of Items to Buyer’s point of use at the Buyer factory site designated in the Release.

Section # Full Disclosure ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER [Section 4.01] Organization and Authority of Buyer

“2.3 Buyer Deliverable Documents. At the Closing, Buyer shall undertake or cause to be undertaken the following: