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.

Procedure for Borrowing. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent (which may be delivered through Agent’s electronic platform or portal) and received by Agent no later than 11:00 a.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, # on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and # on the U.S. Government Securities Business Day that is three U.S. Government Securities Business Days prior to the requested Funding Date in the case of a request for a SOFR Loan, specifying # the amount of such Borrowing, and # the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day or U.S. Government Securities Business Day, as applicable. All Borrowing requests which are not made on-line via Agent’s electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Agent’s authentication process (with results satisfactory to Agent) prior to the funding of any such requested Advance.

Disability Claims. If a claim is related to any distribution or rights to which a Participant or other Claimant may be entitled in connection with the Participant’s termination by reason of suffering a Disability (“Disability Claim”) then, as soon as reasonable but within forty-five (45) days after receipt of such claim, the Committee will send to the Claimant by certified mail, postage prepaid, notice of the granting or denying, in whole or in part of such claim. This period within which the Committee must provide such notice may be extended twice, for up to thirty (30) days per extension, provided that the Committee # determines that an extension is needed and beyond the control of the Plan, and # notifies the Claimant prior to the expiration of the initial forty-five (45) day period or of the first thirty (30) day extension period. In the case of any extension request, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the Claimant shall be afforded at least forty-five (45) days within which to provide the specified information. If the Committee fails to notify the Claimant either that his or her claim has been granted or that it has been denied in whole or in part within the initial forty-five (45) day period or prior to the expiration of an extension, if applicable, then the claim shall be deemed to have been denied as of the last day of the applicable period, and the Claimant then may request a review of his or her claim. The Committee must ensure that all Disability Claims and appeals are adjudicated in a manner designed to ensure the independence and impartiality of the persons involved in making the Disability determination.

Disability Claims. The Committee will provide to every Claimant whose Disability Claim is denied a notice written in a culturally and linguistically appropriate manner, including information on how to access non-English language services provided by the Plan. The notice of the denial shall set forth the information contained in [Section 6.6(c)(i)] as well as set forth:

Claims Reviewer. The Committee will deliver to the claims reviewer all documents pertinent to the review. The claims reviewer will make a prompt decision on the review. The decision on review will be written in a manner calculated to be understood by the Claimant, and will include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.