Enterprise SOFTWARE SUBSCRIPTION AGREEMENT This Enterprise Software Subscription Agreement (the “Agreement”) is made on December ____, 2020 (the “Effective Date”), by and between Soach Inc., a Canadian corporation, having a principal place of business at 4211 Yonge Street, Suite 402, Toronto, ON M2P 2A9, Canada (“Company”) and the Ontario Educational Communications Authority, a Canadian Corporation, having its principal place of business at 2180 Yonge Street, Toronto, ON M4S 2B9 (“Licensee”). RECITALS A. Company is a technology company providing software solutions and services, including the Yourika software-as-a-service that enables learning providers to offer an artificial intelligence powered e-learning platform so that students can access personalized tutoring assistance (the “Platform”). B. Licensee wishes to license the Platform; and Company is willing to provide the Platform to Licensee on the terms of this Agreement. NOW THEREFORE in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: 1 DEFINITIONS & INTERPRETATION 1.1 In this Agreement the following terms have the following meanings: (a) “Affiliate” of a party means any corporation or other legal entity that such party directly or indirectly controls, is controlled by, or is under common control with. In this context, a party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for the board of directors or other mechanism of control for such corporation or other entity; (b) “Business Days” means any day, other than Saturday, Sunday or any statutory or civic holiday observed in Toronto, Ontario; (c) “Confidential Information” means any business, marketing, technical, scientific or other information disclosed by either party (including their Affiliates) which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties (or their Affiliates), exercising reasonable business judgment, to be confidential; (d) “Documentation” means the technical publications prepared and delivered to Licensee with the Platform relating to the installation and operation of the Platform or other Company software products, such as reference, user, installation, systems administrator and technical guides and release notes; (e) “End User” means an individual authorized by Licensee to use the Platform on behalf of Licensee; (f) “Order Form” means an executed order form in relation to a subscription to the Platform referencing this Agreement, including the Order Form set out on page 1 hereto; (g) “Term” has the meaning given in Section 5.1 of this Agreement; (h) “Training Data” means any data that is used to train an algorithm collected or generated through the Platform, provided it is anonymized with the effect that there is no personal information contained in the Training Data and the Training Data does not in any way identify Licensee or End Users or include Licensee Confidential Information and it is not possible to reverse engineer such data to determine Licensee’s Confidential Information or that such data relates to Licensee. 2 LICENSE TERMS 2.1 Disclaimer. The services being provided to Licensee and the information on the Platform is for information purposes only and does not constitute professional or other advice. Company will not be liable to Licensee or its End Users for any losses or damages, including loss of profits or any other losses resulting from Licensee’s or its End Users use of the Platform or their reliance on any information in connection therewith. LICENSEE ASSUMES ALL RISKS IN RESPECT OF ITS OR ITS END USERS USE OF THE PLATFORM AND ANY DECISIONS MADE BASED ON INFORMATION, ANALYSIS OR RECOMMENDATIONS OF THE PLATFORM. 2.2 This section entitles Licensee to a non-exclusive, non-transferable, revocable, worldwide, non-sublicensable license to access and use the Platform beginning on the Service Launch Date, and to make the Platform available to Licensee’s End Users, and continuing for the Term for Licensee’s internal business purposes and in accordance with any restrictions set out in the Order Form and this Agreement. 2.3 License Restrictions. Licensee acknowledges and agrees that Company and its licensors shall retain all right, title, and interest (including all Intellectual Property rights) in, to, and under the Platform. Licensee also agrees that it shall not: (a) rent, lease, sell, resell, assign, loan or otherwise transfer the Platform or any of Licensee’s rights and obligations under this Agreement or otherwise provide to any third party any portion of the Platform or Confidential Information or know-how, except as explicitly permitted herein; (b) modify, translate, create derivative works, adapt, merge, reverse engineer, disassemble, decompile or in any other manner attempt to decode the Platform (except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary); if the foregoing provision is prohibited by applicable law, Licensee will provide Company with advance written notification of (i) its intention to decompile, disassemble or otherwise reverse engineer the Platform, and (ii) the nature of the work involved; (c) access or use the Platform in order to (i) build a competitive product or service or any form of derivative works based on the Platform, or (ii) copy any ideas, features, functions or graphics of the Platform; or (d) remove or destroy any copyright notices or other proprietary markings contained on or in the Platform. 2.4 Software Platform Delivery. Company shall (a) use commercially reasonable efforts to maintain the security and integrity of the Platform; and (b) use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week, except for: (i) planned downtime; or (ii) any unavailability caused by circumstances beyond Company’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Company employees), computer, telecommunications, Internet service providers or hosting facility failures or delays involving hardware, software or power systems not within Company’s possession or reasonable control, and denial of service attacks. 3 PROPRIETARY RIGHTS AND CONFIDENTIALITY 3.1 Reservation of Rights. Licensee acknowledges that the Platform (and any information incorporated therein or provided in respect thereto) and any technology therein constitutes Confidential Information, contains trade secrets and is subject to copyright, patent and other intellectual property rights belonging to Company and its licensors. Licensee acknowledges and agrees that title in and rights to the Platform and Training Data, including all related intellectual property rights, remains exclusively with Company and its licensors. Licensee’s rights to the Platform are strictly limited to those expressly granted in this Agreement, and no other rights are granted to Licensee. 3.2 Work Product. All right, title and interest in and to any developments, customizations, enhancements or modifications made to the Platform (including the Platform itself) (“Work Product”) will vest in and belong to Company exclusively unless otherwise expressly stated in an Order Form. Any upgrades, updates or other Work Product will be licensed to Licensee on a non-exclusive, non-transferable, revocable, royalty-free worldwide basis to be used to the extent required to exercise the licenses granted in Section 2 and 3 of this Agreement. 3.3 Licensee Data. As between Licensee and Company, Licensee owns and retains ownership of all data uploaded to the Platform by or on behalf of Licensee (“Licensee Data”). Licensee hereby grants Company a limited, worldwide, royalty-free, and non-exclusive license to use, collect, store, access, process, distribute and transmit Licensee Data during the Term in order to: (a) provide the Platform in accordance with the terms of this Agreement, and (b) create Training Data. Company shall make available to Licensee for export the Licensee Data during the Term and for a period of thirty (30) days thereafter 3.4 Suggestions. Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by Licensee or its End Users relating to the operation of the Platform, provided such feedback does not include [any Confidential Information] or Licensee Data. 3.5 Protection of Confidential Information. Each party shall maintain in confidence all Confidential Information of the other party and shall use such Confidential Information only for the purpose of exercising its rights and fulfilling its obligations under this Agreement and shall not disclose any Confidential Information of the other party to any third party except as expressly permitted hereunder or make any unauthorized use thereof. Each party shall treat Confidential Information of the other party with the same degree of care against disclosure or unauthorized use as it affords to its own information of a similar nature, or a reasonable degree of care, whichever is greater. Each party further agrees not to remove or destroy any proprietary or confidential legends or markings placed upon any documents or other materials containing Confidential Information of the other party. Each party shall be entitled to provide Confidential Information to contractors of that party that have agreed to confidentiality obligations at least as protective as those contained herein. The obligations of confidence set forth in this Agreement shall extend to any Affiliates that have received Confidential Information and shall also cover Confidential Information disclosed by any Affiliate. 3.6 Exemptions. Neither party shall be bound by obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information, or any part thereof, which: (a) was lawfully known or received by the receiving party prior to disclosure without any obligation of confidentiality; (b) was lawfully generally publicly known prior to its disclosure, or becomes generally publicly known other than through a breach of this Agreement; (c) was disclosed to the receiving party by a third party, provided such third party, or any other party from whom such third party receives such information, is, to the receiving party’s knowledge, not in breach of any confidentiality obligation in respect of such information; or (d) is independently designed and developed by the receiving party without any violation of any Intellectual Property, confidentiality or other rights of the other party. 3.7 Compelled Disclosure. If a receiving party is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise required by law, to disclose Confidential Information of a disclosing party, the receiving party shall use reasonable efforts to (a) seek confidential treatment for such Confidential Information, and (b) provide prior written notice to the disclosing party to allow the disclosing party to seek protective or other court orders. 4 FEES AND PAYMENT TERMS. 4.1 License Fees. The license fees and any other fees for the licenses granted are described in the quote displayed at the time of subscription online or as set out in the Order Form. All fees are payable in Canadian currency unless stated otherwise in the Order Form. Fees for any Renewal Term may be adjusted to account for changes in Licensee’s usage volume during the preceding Initial Term or Renewal Term. 4.2 Changes to Fees. Company may change, in its sole discretion, any pricing for a Renewal Term (as defined below) upon sixty (60) days’ written notice to Licensee (which notice must be sent electronically via email to Licensee) prior to the commencement of a Renewal Term. 4.3 Payment Terms. Unless otherwise specified in the Order Form, all payments under this Agreement shall be made within thirty (30) days after the receipt of the applicable invoice and the applicable fees shall be billed in accordance with the times specified in the Order Form. Any amounts not paid when due shall accrue interest at the lesser of one and one half percent (1.5%) per month (19.57% annually) or the maximum rate allowed by law. 4.4 Taxes. Unless otherwise stated, Company’s fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). Licensee is responsible for paying all Taxes associated with its purchases hereunder. If Company has a legal obligation to pay or collect Taxes for which Licensee is responsible under this Section, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority. If Licensee is a non-resident of Canada for the purposes of the Excise Tax Act (Canada), Licensee shall complete the declaration attached hereto as Schedule A. 5 TERM AND TERMINATION. 5.1 Term. This Agreement shall commence on the Effective Date and shall continue in force for at the initial term set out on the Order Form beginning on the Service Launch Date, unless otherwise terminated sooner as provided herein (the “Initial Term”). Thereafter, this Agreement will renew automatically for periods of equal length to the Initial Term (each such period, a “Renewal Term”) unless either party provides written notice of at least thirty (30) days prior to the expiry of the Initial Term or current Renewal Term (together, the “Initial Term” and any “Renewal Term” constitute the “Term”). 5.2 Termination. This Agreement, including all licenses granted hereunder, may be terminated by either party immediately upon written notice to the other party (a) in the event of a material breach of this Agreement by the other party which remains uncured for a period of thirty (30) days after written notice of such breach is provided to the breaching party, or (b) in the event the other party makes an assignment for the benefit of creditors, files a voluntary bankruptcy petition, acquiesces to any involuntary bankruptcy petition, is adjudicated bankrupt, or ceases to do business. 5.3 Effect of Termination. Upon the termination of this Agreement, all rights or licenses granted hereunder to Licensee will terminate. All outstanding fees owed to Company will become immediately due and payable. Licensee and its permitted users must cease all use of the Platform and Licensee shall uninstall any instances of the Platform from its systems and destroy or return any Documentation or other Confidential Information in Licensee’s possession or control. 5.4 Survival. The provisions of Sections 1, 2.1, 2.4, 3, 4, 5.3, 5.4, 6, 7, and 8, as well as any payment obligations, shall survive termination or expiration of this Agreement. 6 WARRANTIES AND DISCLAIMERS. 6.1 Mutual Warranties. Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement, and to perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered by the party and constitutes a legally enforceable agreement of the party; and (c) this Agreement is not limited or restricted by, and is not in conflict with, any commercial arrangements, obligations, contract, agreement or other instrument to which the representing party is either bound or subject. 6.2 DISCLAIMER. THE PLATFORM, DOCUMENTATION AND SERVICES PROVIDED BY COMPANY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS AT LICENSEE’S SOLE RISK. COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, DOCUMENTATION OR SERVICES SHALL MEET ANY OR ALL OF LICENSEE’S OR ITS END USERS’ PARTICULAR REQUIREMENTS, THAT THE PLATFORM WILL OPERATE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE PLATFORM CAN BE FOUND OR CORRECTED. 7 INDEMNIFICATION AND LIMITATION OF LIABILITY. 7.1 Company IP Indemnity. Company shall defend and/or settle at its expense, any third-party claims, actions, allegations or proceedings against Licensee to the extent arising out of or relating to: (a) bodily injury or damage to tangible or real property, including death, caused by or arising out of any negligent act or omission of Company or those for whom Company is responsible for at law; (b) any breach by Company of applicable laws; (c) any representations or warranties made by Company in respect of the Platform or any portions thereof; or (d) misappropriation or infringement by the Platform of any third party’s proprietary or intellectual property right (“Licensee Claims”), and Company shall pay all damages finally awarded by a court of competent jurisdiction to such third party against Licensee, or any settlement amounts agreed by Company; subject to the conditions that Licensee shall notify Company promptly of any Licensee Claims, permit Company to control the defense and settlement of such Licensee Claims (provided that Licensee may participate with counsel of its own choosing, at its own expense), and assist Company, at Company’s expense, in defending or settling such Licensee Claims. Company shall not be liable for any settlement amounts entered into by Licensee without Company’s prior written approval. In the event of any Licensee Claim, Company shall be entitled to, at its sole discretion, either modify the Platform to make it non-infringing and/or remove the misappropriated material, replace the Platform or any portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practicable, require Licensee to cease using and distributing the Platform and refund to Licensee any fees that have been pre-paid by Licensee but are unused. The foregoing notwithstanding, Company shall have no liability for a claim of infringement or misappropriation to the extent caused by (i) the combination of the Platform with any other service, software, data or products not provided by Company, which claim would have been avoided if the Platform had not been so combined; or (ii) the use of any material provided by Licensee, or (iii) any breach by Licensee of this Agreement or of any Company policies and/or procedures. THE FOREGOING IS COMPANY’S SOLE AND EXCLUSIVE LIABILITY, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. 7.2 Licensee Indemnity. Licensee shall defend and/or settle at its expense, any claims, actions, allegations or proceedings against Company and/or its Affiliates to the extent arising out of or relating to (a) bodily injury or damage to tangible or real property, including death, caused by or arising out of any negligent act or omission of Licensee or those for whom Licensee is responsible for at law; (b) any breach by Licensee of applicable laws; (c) any representations or warranties made by Licensee in respect to the Platform or any portions thereof; (d) the infringement of any intellectual property rights arising from combining or using any Licensee or third-party equipment with Platform (“Company Claims”), and Licensee shall pay all damages finally awarded by a court of competent jurisdiction to such third party against Company or any of its Affiliates, or any settlement amounts agreed by Licensee; subject to the conditions that, Company shall notify Licensee promptly of any Company Claims, permit Licensee to control the defense and settlement of such Company Claims (provided that Company may participate with counsel of its own choosing, at its own expense), and assist Licensee, at Licensee’s expense, in defending or settling such Company Claims. Licensee shall not be liable for any settlement amounts entered into by Company without Licensee’s prior written approval. 7.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, RELIANCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) WHETHER ARISING FROM CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY OR THE FORM OF ACTION (INCLUDING FUNDAMENTAL BREACH, TORT, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACTUAL OR TORT CLAIM), EXCEED [THE TOTAL PAYMENTS MADE BY LICENSEE TO COMPANY WITHIN THE SIX (6) MONTHS PRECEDING A CLAIM]. THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. LICENSEE ACKNOWLEDGES THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER COMPANY NOR ANY OF COMPANYS SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. 8 GENERAL PROVISIONS 8.1 Publicity. During the Term, upon written consent of the Licensee, Company may disclose that Licensee is a customer of Company on its website and other similar promotional materials. 8.2 Independent Contractors. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, joint venturer or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship. For greater certainty, the parties acknowledge and agree that the Company provides the Platform and services hereunder to Licensee only, and does not provide the foregoing to the End Users, and accordingly, End Users are not third party beneficiaries under this Agreement. All End Users will be required to agree to terms and conditions governing the use of the Platform (the “Terms and Conditions”) in order to use the Platform. The Company may modify and otherwise make changes to the Terms and Conditions from time to time in its sole discretion. 8.3 Force Majeure. Except for payment obligations, neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes (each a “Force Majeure Event”), provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance. 8.4 Subcontractors. Company may subcontract the performance of any services or obligations under this Agreement without the prior written consent of Licensee provided that Company shall remain responsible for the acts or omissions of its subcontractors performing duties on its behalf under this Agreement. 8.5 Notices. If any notice or other communication is required or permitted to be given hereunder, such notice or communication shall be in writing and (a) personally delivered, (b) courier service with confirmation of delivery requested, or (c) sent by electronic mail to the address listed below: Company: Licensee: 4211 Yonge Street, Suite 402 Toronto, ON M2P 2A9 Canada Insert Address Attention: Rob Henderson Attention: Insert Name Email: rhenderson@yourika.ai Email: All such notices or other communications shall be deemed to have been given and received (a) upon receipt if personally delivered, (b) when delivery is confirmed if sent by courier service, or (c) the following Business Day if sent by email. Either party may update its contact information by providing notice to the other party. 8.6 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether of the same or any other provision. 8.7 Rights and Remedies. There are no third-party beneficiaries to this Agreement. Except as specifically provided in this Agreement, the rights and remedies provided herein and all other rights and remedies available to either party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity, neither asserting a right nor employing a remedy shall preclude the concurrent assertion of any other right or employment of any other remedy. 8.8 Severability. If the application of any provision of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable. 8.9 Assignment. Neither party may assign this Agreement, any interest herein or any rights hereunder without the prior written consent of the other party, except that Company may assign this Agreement to any party that acquires all or substantially all of its related business by merger, sale of stock or assets, or otherwise or to an Affiliate of Company. Subject to the foregoing limits on assignment, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. 8.10 Export. The Platform and related information may be subject to export and import controls under the regulations of Canada and other countries, and Licensee shall comply with all export and import control regulations, as applicable. Licensee shall not use the Platform for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Licensee shall be responsible for procuring all required permissions for any subsequent export, import or use of the Platform. 8.11 Governing Law and Venue. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of Toronto, Ontario will have exclusive jurisdiction to resolve any dispute arising under this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. 8.12 Interpretation. Any agreement or schedule referred to herein means such agreement or schedule as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by this Agreement. References to any statute or regulation means such statute or regulation as amended at the time and includes any successor statute or regulation. Unless otherwise stated, references to recitals, articles, sections, paragraphs, schedules and appendices will be references to recitals, articles, sections, paragraphs, schedules and appendices of this Agreement. The parties agree that this Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities will not be interpreted against the party that drafted the relevant language. If there is any conflict or inconsistency between the terms in the various parts of this Agreement, the Order Form shall prevail over the terms in the body of the Agreement. 8.13 Entire Agreement. This Agreement, including the Order Form to which this Agreement is attached and any other documents or schedules incorporated by reference into this Agreement and/or executed by both parties, constitute the entire agreement between the parties on the subject matter hereof and supersedes all prior agreements, communications and understandings of any nature whatsoever, oral or written. No preprinted terms or conditions of any purchase order submitted by Licensee to Company shall be of any contractual effect between the parties. This Agreement may not be modified or waived orally and may only be modified in a writing signed by duly authorized representatives of each party. 8.14 Counterparts; Electronic Signatures. The parties agree to accept faxed or electronic signatures as valid and binding in the execution of this Agreement. This Agreement may be executed and delivered by electronic means, including, without limitation, by facsimile transmission or by electronic delivery in portable document format (“.pdf”), each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF the parties hereto, by their duly authorized representatives, have executed this Agreement to be effective as of the date first set forth above.