Dual Status. Generally, if a participant performs services both as an employee and an independent contractor, such participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a participant provides services to Commerce as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulation [[section 1.409A-1(c)(2)(ii)])]])], then the services provided as a Board member are not taken into account in determining whether the participant has a separation from service as an employee for purposes of this Plan.

Dual-employee non-transaction-based compensation of ​ allocated to dual employees pursuant to Rule (b)(4)(C)(i);

​ will combine ​’s 10GbE dual MAC with ​’s 10GbE dual PHY to create the ​ Product on ​ process. ​’s dual MAC will be delivered as ​ with ​ performing ​ in order to deliver ​ devices to ​. ​ Product is a custom item.

“Dual Obligee and Modification Rider” shall mean a dual obligee and modification rider in the form attached hereto as [Exhibit 1.1](a) attached hereto.

Status ………………………………. “adequately capitalized”

Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.

Status. The status of each party under this Letter Agreement shall be that of an independent contractor. Nothing in this Letter Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee, or joint venture relationship between or among the parties or, except as expressly provided in this Letter Agreement, to grant any party the authority to bind or contract any obligation in the name of or on the account of any other party or to make any statements, representations, warranties or commitments on behalf of any other party.

Status. Warnke's status vis-a-vis the Company under this Agreement is that of an independent contractor and he is neither an employee nor agent of the Company.

“​ Product” means a product consisting of a single integrated circuit of the integration of ​’s 10GbE dual MAC with ​’s 10GbE dual PHY described in the approved Project Statement to create ​ Product on ​ process.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either: # an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or # a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.