Attorney Consultation. The Company has advised Employee to consult with an attorney of his choosing prior to signing this Agreement;

Consultation. Seller and Buyer shall consult with each other regarding the timing, manner and conduct of # any audit of Medexus’s books of accounts and other records with respect to the Deferred Payments and Milestone Payments pursuant to [Section 1.5(d)] or [Section 1.6(a)(iii)] of the Sale Agreement, # any dispute with respect to a Deferred Payment Calculation Certificate pursuant to [Section 1.5(d)] of the Sale Agreement, and # any dispute with respect to a Milestone Sales Calculation Notice pursuant to [Section 1.6(a)(iii)] of the Sale Agreement.

Consultation. Commercializing Party shall make its managers, directors, officers, executive employees, agents, and representatives reasonably available to the Licensor during normal business hours to discuss the status, progress, and results of Commercializing Party’s and its sublicensees’ Commercialization activities. Commercializing Party shall promptly respond to Licensor’s questions or requests for additional information relating to such Commercialization activities.

Consultation. If the Indemnified Party desires to retain the services of an attorney prior to the determination by the Corporation as to whether it will undertake the defense or prosecution of the Third Party Claim as provided in [Section 1(c)], the Indemnified Party shall notify the Corporation of such desire in the notice delivered pursuant to [Section 1(b)(i)], and such notice shall identify the counsel to be retained. The Corporation shall then have 10 days within which to advise the Indemnified Party whether it will assume the defense or prosecution of the Third Party Claim in accordance with [Section 1(c)(i)]. If the Indemnified Party does not receive an affirmative response within such 10-day period, he shall be free to retain counsel of his choice, and the indemnity provided in [Section 1(a)] shall apply to the reasonable fees and disbursements of such counsel incurred after the expiration of such 10-day period. Any fees or disbursements incurred prior to the expiration of such 10-day period shall not be covered by the indemnity of [Section 1(a)].

Notice; Consultation. In the event of any dispute, controversy or claim arising out of, relating to or in connection with this Agreement (including any schedule or exhibit hereto) or the breach, termination or validity thereof or the negotiation, execution or performance thereof (a “Dispute”), the Parties shall first attempt to settle such Dispute in the first instance by mutual discussions between representatives of senior management of each Party.

Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

Attorney’s Fees. If either party shall institute any action or proceeding against the other relating to any of the terms, covenants, conditions or provisions of this Sublease, or there occurs any default by either party, the unsuccessful party in such action or proceeding shall reimburse the successful party for reasonable attorney’s fees and other costs and expenses incurred therein by the successful party, including fees, costs and expenses incurred in any appellate proceeding.

Power of Attorney. ​ hereby irrevocably appoints ​ and each officer of ​ as its attorney-in-fact, with full power of substitution, for, on behalf of, and in the name of ​, to: # endorse and deliver to any Person any notes, checks, drafts, money orders or other instruments of payment coming into ​’s possession and representing any payment made on or with respect to any Participated Mortgage Loan or otherwise received in connection with any Participated Mortgage Loan (including the proceeds from the sale of any such Participated Mortgage Loan received from a Take-Out Purchaser), and any collateral and any Take-Out Purchase Agreement therefor; # prepare, complete, execute, deliver and record, and do anything else necessary or desirable to effect, # any endorsement to ​, any Take-Out Purchaser or any other Person, of any Mortgage Note evidencing a Participated Mortgage Loan, or # any transfer, assignment or conveyance to ​, any Take-Out Purchaser or any other Person, of any or all rights, titles and interest in and to any Mortgage Note and the Mortgage Loan Documents related thereto in which ​ has purchased a Participation Interest (including servicing rights); # do anything necessary or desirable to effect sale, transfer, assignment or conveyance, of any or all rights, titles and interest of ​ and/or ​ in and to any Participated Mortgage Loan and the related Mortgage Loan Documents related thereto to any Take-Out Purchaser or any other Person; and # commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Take- Out Purchase Agreement or any Participated Mortgage Loan. The powers and authorities herein conferred

Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

Attorney Conflict Waiver. Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that # Hogan Lovells may serve as counsel to each and any Equity Holder and its Affiliates (individually and collectively, the “Equity Holder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transaction hereby, and that, following consummation of the Transaction hereby, Hogan Lovells (or any successor) may serve as counsel to the Equity Holder Group or any director, member, shareholder, partner, officer, employee or Affiliate of the Equity Holder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction notwithstanding such representation and # Purchaser shall not, and shall cause each of the Surviving Corporation and its Subsidiaries not to, seek or have Hogan Lovells (or any successor) disqualified from any such representation. Each of the Parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this [Section 12.14] are intended to be for the benefit of, and shall be enforceable by, the Equity Holder Group’s counsel and its legal representatives and shall not be deemed exclusive of any other rights to which the Equity Holder Group’s counsel is entitled whether pursuant to Law, Contract or otherwise. “Hogan Lovells” refers to the international legal practice that comprises Hogan Lovells International LLP, ​ and their affiliated businesses.

Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: # endorse Borrower’s name on any checks or other forms of payment or security; # sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; # settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; # make, settle, and adjust all claims under Borrower’s insurance policies; # pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and # transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with [Section 4.1] of this Agreement) have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with [Section 4.1] of this Agreement) have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

Attorney-Client Privilege. Neither Party is waiving, nor will be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognized under Applicable Law of any jurisdiction as a result of disclosing information pursuant to this Agreement, or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties may become joint defendants in proceedings to which the information covered by such protections and privileges relates and may determine that they share a common legal interest in disclosure between them that is subject to such privileges and protections, and in such event, may enter into a joint defense agreement setting forth, among other things, the foregoing principles but are not obligated to do so.

Acknowledgment of Reasonableness. Employee has carefully read and considered the provisions of this Agreement, the opportunity for consultation with an attorney of Employee’s choice and agrees that the restrictions set forth herein are fair and reasonably required for the protection of the Company.

Consultation with Legal and Financial Advisors. By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement.

The Obligor authorizes each of the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligor, to, after the occurrence and during the continuance of an Event of Default, # endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such Secured Party; # to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; # to pay or discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; # to demand, collect, receipt for, compromise, settle, and sue for monies due in respect of the Collateral; and # generally, to do, at the option of such Secured Party, and at the Obligor’s expense, at any time, or from time to time, all acts and things which such Secured Party deems necessary to protect, preserve, and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Notes, and the Transaction Documents all as fully and effectually as the Obligor might or could do; and the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Proxy and Power-of-Attorney. During the Voting Period, the Investors agree, within five business days after receipt, to execute and deliver to the Company, or cause to be executed and delivered to the Company, all proxy cards and written consents received by the Investors from the Company with respect to the election of directors or any other matter, in each case directing that the Investor Shares held by the Investors as of the applicable record date be voted in accordance with [Section 2.2]. In furtherance of the foregoing, the Investors hereby appoint the Company and any designee of the Company, and each of them individually, as the Investor’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Voting Period with respect the Investor Shares in accordance with [Section 2.2]. This proxy is given to secure the performance of the duties of the Investors under this Agreement. The Investors shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this [Section 2.4] by the Investors shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Investors. The power of attorney granted by the Investors herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Investors. The proxy and power of attorney granted hereunder shall terminate upon the expiration of the Voting Period.