Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

This Policy shall not apply to employees categorized as Identified Staff who are subject to the Malus and Clawback Policy for Identified Staff Team Members. “Identified Staff” means individuals who have been classified as identified staff for the purposes of the remuneration codes of the UK Financial Conduct Authority, the remuneration rules of the UK Prudential Regulation Authority, the Investment Firms Prudential Rules of the UK Financial Conduct Authority, the EU Capital Requirements Directive, the EU Alternative Investment Fund Managers Directive, the EU Undertakings for Collective Investment in Transferable Securities Directive, the EU Investment Firms Directive, or any associated directives, regulations and implementing legislation, rules or guidance, in each case as amended or replaced from time to time.

Payment. ​ will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof, any Supplement or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

The particulars to be disclosed to the Purchaser during the due diligence to be conducted by the Purchaser are true and complete and show in respect of each director, officer and employee of the Company his date of birth, the date on which he commenced employment with the Company and all remuneration payable and other benefits provided or which the Company is bound to provide (whether now or in the future) to each such person and include full particulars of all remuneration arrangements (particularly profit sharing, incentive and bonus arrangements to which the Company is a party whether binding or not) and each director, officer and employee of the Company is listed therein.

This agreement to be signed and to come into force in conjunction with the Mandate Agreement Addendum to be signed in respect of additional remuneration in respect of equity / capital raises between ​ China and BOA, upon the signature of both agreements by both parties.

any scheme whereunder any director, officer or employee of the Company is entitled to a commission or remuneration of any other sort calculated by reference to the whole or part of the turnover, profits or sales of the Company other than those disclosed to the Purchaser.

By signing this offer letter, you acknowledge and agree that the Company has fulfilled any and all obligations of the Company to you for compensation of any kind earned prior to the date hereof, including, without limitation, bonuses, wages, overtime wages, salary, and commissions or any other expectation of remuneration or benefit on your part.

Consideration for Shares. To ensure compliance with applicable state corporate law, the Company may require you to furnish consideration in the form of cash or cash equivalents equal to the par value of the Shares issued to you hereunder, and you hereby authorize the Company to withhold such amount from remuneration otherwise due you from the Company.

In order to provide remuneration for business use of your personal automobile, financial planning services, and other personal, job related expenses; you will continue to be provided with an annual allowance of ​ (paid bi-weekly). Additionally, you will continue to have access to Medtronic’s corporate jet, following the policies that have been established for its use.

You are entitled to be paid other expenses you properly incur concerning IMTE's affairs. Except for reasonable expenses associated with travelling on IMTE' business, you should obtain the approval of the Chairman to the expense before you incur it. Expenses are approved in accordance with the policy set by the Remuneration Committee from time to time.