Conflict with Security Instruments. To the extent the terms and provisions of any of the Security Instruments are in conflict with the terms and provisions hereof, this Agreement shall be deemed controlling.

A Participant shall be entitled to receive a Supplemental Retirement Benefit, pursuant to the provisions of the Plan; provided, however, Benefits payable to Participants under the Trust Agreement shall be subject to additional provisions set forth in the Trust Agreement, as applicable, which provisions shall be controlling.

Indemnification and Contribution. The Company agrees to indemnify the Agents and its controlling persons, representatives and agents in accordance with the indemnification provisions set forth in [Appendix I]. These provisions will apply regardless of whether any Offering is consummated.

The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

For any Plan Year with respect to which the Plan is deemed Top-Heavy, the Employer shall make a special Employer contribution on behalf of each Participant who is not a Key Employee with respect to such Plan Year in an amount that, when added to the matching contribution, if any, made under the Plan on behalf of such Participant for such Plan Year, equals 3% of the Participant’s [Section 415] compensation (as defined in Section 3.8). Any such special Employer contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m). Notwithstanding the foregoing provisions of this Section 11.2, if a Participant in the Plan is

All terms used herein which are defined in Article 1, Article 8 or Article 9 of the UCC shall have the meanings given therein unless otherwise defined in this Agreement.

Conflicting Provisions. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic image scan transmission (e.g., “.pdf” via electronic mail) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

FINANCIAL PROVISIONS. In consideration of the rights granted by Abmuno to Arcus hereunder, and of the performance of technology transfer-related services under this Agreement, Arcus agrees to make the following payments: