Definitive Agreements. The parties intend that a Stock Purchase Agreement and any other necessary ancillary agreements (collectively, the “Definitive Agreements”), which will contain customary covenants, conditions, representations and warranties made as of the date of execution and as of the date of closing of the Acquisition, will be completed and executed by the parties at or prior to the time of closing.

Ancillary Agreements: As used herein, “Ancillary Agreements” shall mean any and all ancillary agreements contemplated by the Definitive Merger Agreement including, without limitation, any and all employment agreements, confidentiality agreements, voting agreements, merger and regulatory filings, and any and all other agreements competition agreements, schedules, exhibits, certificates and other documents that may be contemplated by the Definitive Merger Agreement.

The definitive documents and agreements governing the Transactions shall include:

all Definitive Agreements remain in full force and on the date the Sponsorship Allowance or any portion thereof is payable by CDF to Polaris, and that no notice of termination of any of the Definitive Agreements has been given by any party thereunder prior to or on such date;

License: Licensors hereby convey to Insynergy a license to the products in the Product Categories for the Term and in the Territory, subject to any additional the terms described herein and the terms contained in the definitive license agreement (the “Definitive License Agreement”) and related agreements. Licensor and Insynergy hereby agree that by the tenth (10th) day after execution of this Letter of Intent, they shall confer and agree on a list of specific products which shall be subject to the license granted hereunder and which shall be incorporated in the Definitive Agreements.

execution of Definitive Agreements, which includes an agreement on a Closing Date to occur on or before July 1, 2015.

Entire Agreement: This Letter of Intent constitutes the full and complete agreement among the parties with respect to the subject matter contained in this Letter of Intent and there are no further or other agreements or understandings, written or oral, in effect among the parties relating to such subject matter, other than the parties agree to negotiate in good faith to execute definitive agreements in connection with the transactions contemplated by this Letter of Intent (“Definitive Agreements”).

the negotiation, execution and delivery of the Definitive Agreements, and the satisfaction or waiver of the conditions to closing set forth therein;

“LCT Test Date” shall mean, with respect to a Limited Condition Transaction, the date of the definitive agreements for such Limited Condition Transaction.

Agreements. Awards shall be evidenced by Award Agreements, in such form(s) as the Administrator shall from time to time approve.