Accounting Firm. The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 9(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

Selected Firm. Emmis and Sinclair will cooperate with the Selected Firm during the term of its engagement. The matters to be resolved by the Selected Firm will be limited to the items specified in the Notice of Disagreement. The resolution of any such disputed item by the Selected Firm will not be more favorable to Sinclair than the amount set forth in the Preliminary Closing Statement or more favorable to Emmis than set forth in the Notice of Disagreement with respect to such item. The Selected Firm’s determination will be based upon such evidence as the Selected Firm reasonably requires in order to reach a decision with respect to the disputed items specified in the Notice of Disagreement, including such reasonable independent review as the Selected Firm may require; provided, that that the Final Closing Statement and the determination of the Final Net Working Capital will become final and binding on the Parties and nonappealable, on the date the Selected Firm delivers its final resolution in writing to the Parties (which final resolution will be delivered promptly following referral by Emmis or Sinclair of such dispute and in any event not more than 45 days following the selection of the Selected Firm). The fees and expenses of the Selected Firm will be borne by the parties as designated by the Selected Firm, which designation will be based upon the inverse proportion of the dollar value of the disputed items resolved in favor of such party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses).

In a Valuation Certificate, the Revised Payable Amount will be calculated as the amount equal to:

Accounting Firm The term “Accounting Firm” means the independent auditors of ​ for the fiscal year immediately preceding the earlier of # the year in which the Termination Date occurred, or # the year, if any, in which occurred the first Change of Control occurring after the Effective Date, and that firm’s successor or successors; unless that firm is unable or unwilling to serve and perform in the capacity contemplated by this Agreement, in which case ​ must select another accounting firm that # is of recognized regional or national standing and # is not then the independent auditors for ​ or any affiliated corporation.

There is no Proceeding (whether federal, provincial, local or foreign) pending or, to the knowledge of [[Organization B:Organization]], threatened or appealable against or affecting [[Organization B:Organization]] or any of its properties, assets, business or employees. To the knowledge of [[Organization B:Organization]], there is no fact that might result in or form the basis for any such Proceeding. [[Organization B:Organization]] is not subject to any Orders and has not received any written opinion or memorandum or legal advice from their legal counsel to the effect that [[Organization B:Organization]] is exposed, from a legal standpoint, to any liability which would be material to its business. [[Organization B:Organization]] is not engaged in any legal action to recover monies due it or for damages sustained by any of them.

Proceedings; Orders. There are no Proceedings pending or, to the Knowledge of the Seller, threatened, # against the Business or the Seller and any Seller Affiliate with respect to the Business or # that seeks to prevent, hinder, modify or delay the transactions contemplated hereby. No

Stop Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in writing: # of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus or for any additional information; # of the Company’s receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; # of the Company becoming aware of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes to the statements then made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to state a material fact required by the 1933 Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other law or # if at any time following the date hereof the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any Prospectus contained therein is not available for use for any other reason. Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the issuance of the Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use best efforts to obtain the withdrawal of such order at the earliest possible time.

Work Orders. Graphite and WuXi ATU must complete and execute a Work Order before Services are provided. Each Work Order will include information relating to the specific Services and shall describe in detail, at a minimum, # a description of the specific Services to be provided by WuXi ATU (and, if applicable, any responsibilities of Graphite relating to such Services); # the fees and expenses applicable to the Services; # the Deliverables to be provided by WuXi ATU. Where applicable, each Work Order may also set forth # an estimated schedule and/or timeline for performance of the Services, # a list of any Permitted Subcontractors that may perform any of the Services on behalf of WuXi ATU, # any Graphite Materials or Graphite Equipment to be provided to WuXi ATU by Graphite, # any Specifications for the Services, # the Project Manages for Graphite and WuXi ATU for the Work Order, and # any other matters deemed

#​ shall not directly or indirectly, without the prior written consent of ​ and all Governmental Authorities (to the extent required by law):

Purchase Orders. Supplier shall deliver Hemp Extracts in accordance with the quantities, delivery dates, and delivery location specified in written and signed purchase orders delivered by Buyer or its affiliates ("Purchase Orders"). Supplier shall use commercially reasonable efforts to deliver Hemp Extracts to Buyer based upon the delivery dates set forth in any Purchase Order. Buyer shall have the right to cancel any unshipped portion of a Purchase Order, in whole or in part, at any time until shipment, in which event Buyer shall be liable to Supplier for the actual amount of Supplier's reasonable costs incurred in contemplation of performance of the canceled portion, less any amount saved by Supplier as a result of such cancellation.

Proceedings; Orders. There are no Proceedings pending or, to the Knowledge of the Seller, threatened, # against the Business or the Seller and any Seller Affiliate with respect to the Business or # that seeks to prevent, hinder, modify or delay the transactions contemplated hereby. No

#​ shall not directly or indirectly, without the prior written consent of ​ and all Governmental Authorities (to the extent required by law):

Stop Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such oral or written advice in writing: # of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus or for any additional information; # of the Company’s receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the RD Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; # of the Company becoming aware of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes to the statements then made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to state a material fact required by the 1933 Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other law or # if at any time following the date hereof the Registration Statement is not effective or is not otherwise available for the issuance of the RD Securities or any Prospectus contained therein is not available for use for any other reason. Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the issuance of the RD Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use best efforts to obtain the withdrawal of such order at the earliest possible time.

Proceedings; Orders. (i) No Action or Proceeding shall be pending or threatened before any Governmental or Regulatory Authority in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the transactions contemplated by the Transaction Documents; and # no investigation that could result in any such Action or Proceeding shall be pending or threatened; and # no such injunction, judgment, order or decree has been entered and not subsequently dismissed or discharged with prejudice.

The dollar amount of backlog orders believed to be firm, as of a recent date and as of a comparable date in the preceding fiscal year, together with an indication of the portion thereof not reasonably expected to be filled within the current fiscal year, and seasonal or other material aspects of the backlog. (There may be included as firm orders government orders that are firm but not yet funded and contracts awarded but not yet signed, provided an appropriate statement is added to explain the nature of such orders and the amount thereof. The portion of orders already included in sales or operating revenues on the basis of percentage of completion or program accounting shall be excluded.)

Determinations by Accounting Firm. All determinations required to be made under this ​ shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event # the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or # the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or # the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm reasonably acceptable to Executive to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. If Payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by Executive without a reduction in Payments, the Accounting Firm shall provide a written opinion to Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be binding upon the Company and Executive (except as provided in ​ below).

Affiliate Work Orders. An Affiliate of a Party may enter into a Work Order instead of the Party. If a Work Order is entered into by an Affiliate, then references to the Party in this agreement will be deemed to be references to the Affiliate with the necessary modifications. The Party shall remain liable for the performance of the Affiliate to the same extent as if the performance was that of the Party. ​.

Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement.

Wage Deduction Orders. Executive represents and warrants that Executive is not subject to any wage garnishment or deduction orders that would require payment to a third party of any portion of the Severance Pay. Any exceptions to the representation and warranty contained in this Paragraph must be described in writing and attached to the executed copy of this Agreement that Executive submits to the Company. Such disclosure shall not disqualify Executive from receiving Severance Pay under this Agreement; provided, however, that the amount of Severance Pay described in Paragraph 1 shall be reduced in accordance with any such wage garnishment or deduction order as required by applicable law.