Each Stockholder represents and warrants, on its own account with respect to the Subject Shares, to Parent and Merger Sub as to such Stockholder on a several and not joint basis, that:

of the Obligations as to which there is a Co-​ shall be the joint and several obligations of each of the ​ Parties without preferences or distinction among them.

Miscellaneous. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and several. Time is of the essence for this Note.

Lender Obligations Several. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, to make its Loan on the date of such Borrowing. No Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Each of the Borrower Parties jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower Parties with respect to the payment and performance of all of the Obligations as to which there is a Co-Borrower, it being the intention of the parties hereto that all of the Obligations as to which there is a Co-Borrower shall be the joint and several obligations of each of the Borrower Parties without preferences or distinction among them.

“Obligations” means all present and future indebtedness, obligations, and liabilities of the Company to the Lenders (including, without limitation, Loans) and the other Secured Parties, or any part thereof, arising pursuant to this Agreement (including, without limitation, the indemnity provisions hereof) or represented by the notes and any guaranty, and all interest accruing thereon, and attorneys’ fees incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several; together with all renewals and extensions thereof, or any part thereof.

The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to [Section 10.07] are several and not joint.

The ​’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Joint Invention Patents. ​ will have the first right, ​, for preparing, filing, prosecuting (including provisional, reissue, reexamination, continuing, divisional, continuation, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all Joint Invention Patents, and conducting any interferences and oppositions or similar proceedings relating to any Joint Invention Patents. ​ shall provide regular updates to ​ regarding the prosecution of such applications and will consider in good faith any recommendations by ​ regarding the prosecution, status and maintenance of Joint Invention Patents. In the event ​ declines to prosecute or maintain any Joint Invention Patent before all appeals within the respective patent office have been exhausted (each, an “Abandoned Joint Invention Patent Right”), then: # ​ shall provide ​ with reasonable notice of such decision so as to permit ​ to decide whether to file, prosecute or maintain such Abandoned Joint Invention Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than ​ days prior to the next deadline for any action that may be taken with respect to such Abandoned Joint Invention Patent Right with the U.S. Patent & Trademark Office or any foreign patent office); # ​, at ​, may assume control of the filing, prosecution or maintenance of such Abandoned Joint Invention Patent Rights; # ​ shall have the right, at its expense, to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Joint Invention Patent Rights to patent counsel (outside or internal) selected by ​; and # ​ shall, at ​ reasonable request and at ​, assist and cooperate in the filing, prosecution and maintenance of such Abandoned Joint Invention Patent Rights.

No Joint Venture. Neither this Agreement nor anything contained herein shall be deemed to make Tejon in any way or for any purpose a partner, joint venturer or associate in any relationship with PEF other than that of Tejon, as seller of the Tejon Water, and PEF, as purchaser of the Tejon Water, nor shall this Agreement or any provision hereof be construed to authorize either to act as agent for the other except as expressly provided in this Agreement.