ERISA Claims Procedures. Any claim for Severance Benefits under this Plan shall be made in accordance with the procedures set forth in this Article IX. It is intended that the following claims procedures at all times be in compliance with the claims procedure regulations of the U.S. Department of Labor set forth in 29 C.F.R. section 2560.503-1.

to make findings of fact, to resolve disputed fact issues, and to make determinations based on the facts and evidence contained in the administrative record developed during the claims review procedure.

Sellers (and not the Buyer or the Target Companies, unless otherwise required by Legal Requirement) shall have the right to defend, settle and compromise all claims arising out of the Special Procedure Items, to discuss the Special Procedure Items with Governmental Bodies and third parties, and to resolve the Special Procedure Items; provided, that if a Janesville Acoustics Contract Issue relates to a material customer or vendor to the Business, Motus shall have the right to approve any resolution of such Janesville Acoustics Contract Issue, which approval shall not be withheld unreasonably.

Procedure for Offer. Subject to the terms hereof, Landlord shall notify Tenant (the “First Offer Notice”) prior to entering into any lease with a third party for the First Offer Space, which notice shall outline the base rent, allowance amounts if any, length of term, and other economic terms on which Landlord would be willing to lease the First Offer Space (as set forth in such proposal) to Tenant (the "Fundamental Terms"). Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the applicable First Offer Space on the Fundamental Terms.

Each Borrowing shall be made upon any Borrower’s irrevocable notice delivered to Agent submitted via Agent’s online automatic request system in the form of a notice of borrowing in the form attached hereto as Exhibit A (a “Notice of Borrowing”) which notice must be received by Agent prior to 1:00 p.m. (New York, New York time) on the requested Funding Date, specifying:

Subject to this Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares of Stock which the Grantee elects to purchase, shall be signed by the Grantee and shall be accompanied by payment of the Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part # in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; # by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount of cash that would otherwise be required for payment; or # by authorizing a Company-approved third party to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company to take any action with respect to the shares of Stock specified in the written notice of exercise, or if any action remains to be taken under the articles of incorporation or bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take such action and the day for delivery of such shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.

In order for an indemnified party under this Article 8 (an "Indemnified Party") to be entitled to any indemnification provided for under this Agreement, such Indemnified Party shall, promptly following the discovery of the matters giving rise to any Loss, notify the indemnifying party under this Article 8 (the "Indemnifying Party") in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the liability estimated to accrue therefrom (the "Indemnification Claim Notice"); provided, however, that failure to give such prompt notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party will have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party's receipt of such request, all information and documentation reasonably requested by the Indemnifying Party with respect to such Loss.

Procedure for Acceptance. If [[Tenant:Organization]] wishes to exercise [[Tenant:Organization]]’s Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to [[Tenant:Organization]], [[Tenant:Organization]] shall have the right to deliver notice to [[Landlord:Organization]] (“[[Tenant:Organization]]’s First Offer Exercise Notice”) of [[Tenant:Organization]]’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If [[Tenant:Organization]] does not deliver [[Tenant:Organization]]’s First Offer Exercise Notice within the ten (10) business day period, then [[Landlord:Organization]] shall be free to enter into a lease (“Third Party Lease”) for the space described in the First Offer Notice to anyone to whom [[Landlord:Organization]] desires on any terms [[Landlord:Organization]] desires for a period of six (6) months after the expiration of such ten (10) business day period. If [[Landlord:Organization]] enters into a Third Party Lease during such six (6)-month period, then [[Tenant:Organization]]’s right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Offer Notice provided, however, that if [[Landlord:Organization]] desires to lease the First Offer Space to a third party at less than ninety percent (90%) of the “net effective rent” (i.e., the actual rent taking into account all economic terms) set forth in [[Landlord:Organization]]’s First Offer Notice, [[Landlord:Organization]] shall deliver a second notice to [[Tenant:Organization]] with respect to such First Offer Space (and [[Landlord:Organization]]’s second notice shall contain the then-current terms). [[Tenant:Organization]] shall have the same rights with respect to the second notice as it had with respect to the initial First Offer Notice, except that [[Tenant:Organization]] shall only have five (5) business days following receipt of the First Offer Notice to deliver [[Tenant:Organization]]’s First Offer Exercise Notice. If [[Landlord:Organization]] does not enter into a Third Party Lease during such six (6)-month period, then [[Tenant:Organization]]’s rights under this Section 1.3 shall remain in effect and [[Landlord:Organization]] shall follow the procedure herein prior to entering into a Third Party Lease. Notwithstanding anything to the contrary contained herein, [[Tenant:Organization]] must elect to exercise its Right of First Offer, if at all, with respect to all of the space offered by [[Landlord:Organization]] to [[Tenant:Organization]] at any particular time, and [[Tenant:Organization]] may not elect to lease only a portion thereof.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

An Alternate Payee must complete and deliver to the Plan Administrator all required forms within thirty (30) days from the date the Alternate Payee is notified by the Plan Administrator that the DRO has been accepted. The Alternate Payee will be responsible for payment of any federal, state or local taxes.