Service Provider Confidential Information

MOCK MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”), dated as of January 3, 2020, is made by and
between Gilbert Corporation, a Delaware corporation with its principal office located at 111 Main Street,
Brewster, MA 02631 (“Company”), and UST Global Inc, a Delaware corporation with its principal office
located at Aliso Viejo, CA (“Service Provider”). For the purposes of this Agreement, Company and
Service Provider may each be referred to as “Party” or, collectively, as the “Parties.” The Parties,
intending to be legally bound, hereby agree as follows:

1. SERVICES.

1.1 Services. Service Provider will execute one or more statements of work incorporating a description of
the specific services to be provided by Service Provider, each substantially in the form of Exhibit A
hereto (a “Statement of Work ” or “SOW”). Each Statement of Work will set forth, among other things,
project scope, various project activities and tasks to be performed by Service Provider. Service Provider
will provide to Company those services described as its obligation in each Statement of Work-
(collectively, the “Services”) and the items defined as deliverables in each Statement of Work
(collectively, the “Deliverables”). Each Statement of Work shall specifically identify this Agreement and
indicate that it is subject to the terms hereof and be executed by Service Provider. To the extent there are
any conflicts or inconsistencies between this Agreement and any Statement of Work, the provisions of the
SOW shall govern and control. Service Provider may engage any Affiliate (as hereinafier defined) of
Service Provider to provide Services and Deliverables to Company and any Affiliates of Company for
Service Provider under this Agreement within a jurisdiction where Company or Company Affiliate is
located. Any Affiliate of Company may enter into SOW(s) with Service Provider and, only for the
purposes of any such SOW(s), shall be considered “Company” as that term is used in this Agreement. As
used herein, the term “Affiliate” means any entity that controls or is controlled by or is under common
control with Service Provider or Company, as applicable, where “control” means possessing, directly or
indirectly, the power to direct or cause the direction of the management, policies and operations of such
entity, whether through ownership of voting securities, by contract or otherwise.

1.2 Deliverables and Acceptance. Deliverables, if any, under this Agreement will be as set forth under
any SOW or as requested by Company. Each SOW will describe, if applicable, the Deliverables that
Service Provider is obligated to furnish to Company hereunder. The acceptance criteria for each of the
Deliverable under a SOW shall be at the sole determination at Company (the “Acceptance Criteria”) and
the completion criteria, if any, to signify completion of each phase of a project, shall be determined by
Company in its sole discretion. Company shall review, evaluate and/or test, as the case may be, each of
the Deliverables within 90 days (with respect to each Deliverable, the “Acceptance Period”) to determine
whether or not such Deliverable satisfies the applicable Acceptance Criteria. If any Deliverable fails to
satisfy its Acceptance Criteria in the sole judgment of Company, then Company will notify Service
Provider in writing specifying the respects in which such Deliverable does not conform to the applicable
Acceptance Criteria and what modifications are necessary to make it conform thereto. Thereafter, Service
Provider shall use its best efforts to modify such Deliverable to so conform and the Deliverable will be
resubmitted for acceptance by Company. If, after repeated attempts, Service Provider is unable to remedy
any non-conforming portion of any Deliverable, Company may terminate this Agreement and be entitled
to a full refund.

2. DUE DILIGENCE

2.1 Due Diligence. In negotiating this Agreement. Service Provider agrees that Company has delivered or
made available to Service Provider all necessary due diligence documents to negotiate the terms of this
Agreement and to conduct diligence on the performance of the Services and any other pertinent matters
prior to the effective date or the Statement of Work’s effective date, as the case may be. Service Provider
shall not be relieved of any of its obligations under this Agreement, and Service Provider shall not request
increases to any charges or adjustments to any service levels, as a result of or relating to: (a) Service
Provider‘s failure to review the due diligence documents; (b) any inaccuracies, errors, or omissions
contained in the due diligence documents; or (c) Service Provider’s failure to request any information or
documents from Company.

3. TIME IS OF THE ESSENCE; CHANGES.

3.1 Time is of the Essence. Time is of the essence in connection with all Deliverables under each
Statement of Work.

3.2 Change Requests. Company will be entitled to propose changes to a SOW at any time, and Service
Provider shall use its best efforts to accommodate such changes. If any such change will affect the fees or
charges payable to Service Provider and/or the project schedule, then Service Provider shall notify
Company in' writing within three (3) days of receiving Company’s change request. If Service Provider
fails to notify Company of any additional expenses then such expenses will be borne by Service Provider.

4. PAYMENT.

4.1 Project Fees and Reimbursable Items. Company shall pay to Service Provider the fees and other
compensation set forth in’ each Statement of Work. Company will also reimburse Service Provider for all
out-of-pocket travel, living and other ancillary expenses pre-approved by Company and or set forth in an
applicable Statement of Work. Service Provider will have no obligation to perform any Services when
any amount required to be paid by Company remains due and unpaid beyond the date such amount is due.

4.2 Invoices; Payments. Service Provider will invoice Company for all fees, charges and reimbursable
items payable to Service Provider on a monthly basis or otherwise in accordance with the schedule set
forth in the relevant Statement of Work as such payments are due. Company will pay the invoiced amount
in full within one hundred twenty (120) days of the date of each invoice. All amounts hereunder will be
invoiced and paid in United States Dollars unless otherwise set forth in an applicable SOW. Any change
of payment method would require a modification signed by both parties.
4.3 Taxes. Service Provider agrees to pay any applicable sales, use, value added, goods and services,
services, excise, privilege, or other taxes or assessments relating to the Services or Deliverables provided
by Service Provider to Company pursuant to the Agreement hereto, including taxes based on Service
Provider’s net income or net worth.

5. OBLIGATIONS OF THE PARTIES.

5.1 Working Environment. For any Services to be provided by Service Provider at any of Company’s
sites, Company shall provide Service Provider’s personnel with (i) a suitable and adequate work
environment, including space for work and equipment for performance of the Services; (ii) access to and
use of Company’s facilities and relevant information, including software, hardware and documentation;
(iii) provision and maintenance of personal computer (“PC”) workstations for such personnel’s use; (iv)
assistance to such personnel in a timely manner by promptly correcting any hardware or software
problems that would affect the performance of Services; and (v) any other items set forth m' each
Statement of Work.

5.2 Company’s Personnel Commitment. Company will ensure that all Company personnel who may be
necessary or appropriate for the successful implementation of the Services will, on reasonable notice, (i)
be available to assist Service Provider’s personnel by answering business, technical and operational
questions and providing requested documents, guidelines and procedures in a timely manner; (ii)
participate in the Services as outlined in the Statement of Work; (iii) participate in progress and other
Service related meetings; (iv) contribute to software and system testing; and (v) be available to assist
Service Provider with any other activities or tasks required to complete the Services in accordance with
the Statement of Work.

5.3 Compliance with Laws. Service Provider will comply with all laws applicable to (a) Service Provider
and (b) to Company in the performance of Services.

5.4 Export Control. Service Provider will not use, distribute, transfer, or transmit technical data provided
by Company under this Agreement except in compliance with US export laws and regulations.

5.5 FCPA. Service Provider shall comply with the Foreign Corrupt Practices Act, as amended, and the
rules and regulations thereunder (the “FCPA”). In the event of a violation by Service Provider or any of
its agents of the FCPA, or other law, regulation, or other control, then Company shall be permitted to
terminate this Agreement for material breach.

6. OWNERSHIP.

6.1 Ownership of Work Product. Service Provider agrees that the software or other intellectual property
developed by Service Provider or its Affiliates as a ‘work-for-hire’ specifically for Company, as set forth
in a Statement of Work (“Work Product”) shall be the property of, and ownership shall vest in, Company.
Service Provider agrees to appoint Company as its attorney-in-fact to take all actions required by
Company which are reasonably necessary to assure the conveyance to Company of all right, title and
interest in and to the Work Product, including copyright.

6.2 Service Provider Proprietary Intellectual Property. Company acknowledges that as part of delivering
the Services, Service Provider personnel may utilize proprietary software, methodologies, tools,
specifications, drawings, sketches, models, samples, records, documentation, works of authorship,
creative works, ideas, know-how, data or other materials which have been or are originated, developed,
licensed, purchased, or acquired by Service Provider or its Affiliates or subcontractors (collectively,
“Service Provider Proprietary Intellectual Property”). Company agrees that Service Provider Proprietary
Intellectual Property and Residual Information, any derivatives of Service Provider Proprietary
Intellectual Property or Residual Information, is the sole property of Service Provider (or its licensors)
and that Service Provider (or its licensors) will retain sole and exclusive title to and ownership thereof. If
any Service Provider Proprietary Intellectual Property owned by Service Provider is provided with Work
Product, Service Provider grants to Company a worldwide, royalty free, non-exclusive, transferable,
perpetual license to use, execute, perform, copy, modify, and create derivative works such Service
Provider Proprietary Intellectual Property. Except as expressly provided in the foregoing sentence,
nothing contained in this Agreement or otherwise shall be construed to grant to Company any right, title,
license or other interest in, to or under any Service Provider Proprietary Intellectual Property (whether by
estoppel, implication or otherwise).

6.3 Third Party Items. Service Provider shall obtain Company’s prior written consent before embedding
in Work Product or installing in Company’s environment any proprietary third party tools or applications.
All third party tools, applications, utilities and cloud infrastructure that may be distributed, resold, or
provided by Service Provider (collectively, “Third Party Items”) will be made available to Company
under a separate agreement between Company and the licensor of the Third Party Item or will be made
available to Company by Service Provider under a separate agreement with terms passed through from
the supplier of the Third Party Item. Service Provider shall pass through to Company any end-user
warranties and indemnities offered by the third-party supplier and/or shall use best efforts to enforce the
warranties and indemnifies on behalf of Company.
Service Provider agrees to (a) review and comply with all Third Party Product Terms and
Conditions, and (b) not use the Third Party Product in any manner that would infringe or violate
the rights of Company or any other party or in furtherance of criminal, fraudulent or other
unlawful activity. Company hereby agrees that the use of Third Party Products is at its own risk
and subject to the third party provider’s terms and conditions, privacy and security policies.
Service Provider does not provide support or guarantee ongoing integration support for such Third
Party Products that are not a native part of the Subscription Services.

7. CONFIDENTIAL INFORMATION.

7.1 Confidentiality Obligations. From the date of disclosure of the applicable Confidential Information (as
hereinafter defined), Service Provider shall (i) hold the Confidential Information of Company in trust and
confidence and avoid the disclosure or release thereof to any other person or entity and (ii) not use the
Confidential Information for any purpose whatsoever except as expressly permitted by Company. Service
Provider shall disclose the Confidential Information of Company only to those of its employees having a
need to know such Confidential Information and shall take all reasonable precautions to ensure that such
employees comply with the provisions of this Section 6.1.
7.2 Definition. The term “Confidential Information” shall mean any and all information or proprietary
materials (in every form and media) not generally known in the relevant trade or industry and which has
been or is hereafter disclosed or made available by Company to Service Provider in connection with the
efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products,
services, designs, technology, processes, technical data, engineering, techniques, methodologies and
concepts and any information related thereto, and (iii) information relating to business plans, sales or
marketing methods and customer lists or requirements.

7.3 Exceptions. The obligations of Service Provider under Section 6.1 will not apply to information that
(i) was in the Service Provider’s possession at the time of disclosure and without restriction as to
confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure
becomes generally available to the public through no breach of agreement or other wrongful act by
Service Provider, or (iii) has been received from a third party without restriction on disclosure and
without breach of agreement by Service Provider.

7.4 PHI/HIPAA. If it is determined that confidential protected health information (“PHI”) will be shared
by Company in connection with Service Provider’s performance of the Services, Service Provider will
comply with the applicable federal and state laws and regulations governing the confidentiality of PHI,
including, but not limited to, the Privacy Regulations under the Health Insurance Portability and
Accountability Act (“HIPAA”). All PI-H shall be treated as Confidential Information.

7.5 Data Protection. Service Provider represents and warrants that it has implemented commercially
reasonable precautions for the security, confidentiality and integrity of Company data to be transmitted,
stored and used in the performance of the Services (“Company Data”), including precautions and
measures in compliance with applicable laws. All Company Data shall be treated as Confidential
Information.

7.6 Company Data Indemnity. Service Provider will indemnify, hold harmless and defend Company, its
subsidiaries, affiliates, directors and shareholders against any claim, loss, damage, expense or liability
arising Out of or in connection with any security breaches arising from acts or omissions of Service
Provider in maintaining the security of Company Data hereunder and the violation of any applicable laws
with respect thereto.

8. INDEMNIFICATION.

8.1 Intellectual Property Rights Indemnity. Service Provider hereby agrees to indemnify and hold
harmless Company, its subsidiaries, affiliates, directors and shareholders (each, a “Company Indemnified
Party”) from and against any costs and damages awarded against the Company Indemnified Party by a
court pursuant to a final judgment as a result of, and defend the indemnified party against, claims of
infringement of a US. patent or registered copyright or misappropriation of any trade secret related to a
Deliverable or Services under this Agreement.
8.2 Infringement Remedies. In the event of an infringement or misappropriation claim as described in
Section 7.1 above arises, or if Company reasonably believes that a claim is likely to be made, Service
Provider, at Company’s sole option, shall: (i) modify the applicable Deliverables so that they become
non-infringing but functionally equivalent; or (ii) replace the applicable Deliverables with material that is
non-infringing but functionally equivalent; or (iii) obtain for Company the right to use such Deliverables
upon commercially reasonable terms; or (iv) remove the infringing or violative Deliverables and refund to
Company the fees received for such Deliverables.

8.3 Personal Injury and Property Damage Indemnity. Service Provider shall indemnify, defend and hold
harmless the Company Indemnified Parties from and against any and all claims, actions, damages,
liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of third party
claims for bodily injury or damage to real or tangible personal property, not including software, data, and
documentation, to the extent caused the acts or omissions of Service Provider, its employees or agents.

8.4 Indemnity for Service Provider Breach or Negligence. Service Provider shall indemnify, defend and
hold harmless the Company Indemnified Parties from and against any and all claims, actions, damages,
liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of any
breach of Service Provider’s obligations under the Agreement, including any representations or
warranties, and for any negligence in Service Provider’s performance.

8.5 Indemnification Procedures. The obligations to indemnify, defend and hold harmless set forth above
in this Section 7 will not apply to the extent the Company Indemnified Party was responsible for giving
rise to the matter upon which the claim for indemnification is based and will not apply unless Company(i)
promptly notifies Service Provider of any matters in respect of which the indemnity may apply and of
which the indemnified party has knowledge; (ii) gives Service Provider full opportunity to control the
response thereto and the defense thereof, including any agreement relating to the settlement thereof,
provided that Service Provider shall not settle any such claim or action without the prior written consent
of Company; and (iii) cooperates with Service Provider, at Service Provider’s cost and expense in the
defense or settlement thereof. Company may participate, at its own expense, in such defense and in any
settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

9. WARRANTY.

9.1 Limited Warranty. With respect to any Deliverable or Services, Service Provider warrants the
following for a period of one year following delivery of the particular Deliverable or the performance of
such other Services (the "Warranty Period”):

9.1.1 the applicable Services rendered hereunder will be performed by qualified personnel;

9.1.2 the Services performed will substantially conform to any applicable requirements set forth in the
Statement of Work; and

9.1.3 the Deliverable will materially conform to the corresponding product specifications set forth in the
applicable Statement of Work for such Deliverable.
9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.l, SERVICE PROVIDER
DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF
ANY KIND. WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
ANY REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR
USAGE OF TRADE.

10. LIMITATION OF LIABILITY AND REMEDIES.

10.1 Exclusion of Damages. In no event shall Company be liable to Service Provider or any other person
or entity for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or
nature whatsoever.

10.2 Total Liability. In no event shall Company’s liability to Service Provider arising out of or in
connection with this Agreement exceed, in the aggregate, the total fees paid by Company to Service
Provider under the applicable Statement of Work, whether such liability is based on an action in contract,
warranty, strict liability or tort (including, without limitation, negligence) or otherwise. The limitations
specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement
is found to have failed of its essential purpose.

10.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT

OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF DATA OR ANY
SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, IN TORT INCLUDING NEGLIGENCE, BY STATUTE OR
UNDER ANY QUASI-CONTRACTUAL THEORY OF LIABILITY, EVEN IF A PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. EMPLOYEES.

11.1 No Employee Relationship. Service Provider’s personnel are not and shall not be deemed to be
employees of Company. Service Provider and Service Provider Affiliates shall be solely responsible for
the payment of all compensation to its employees, including provisions for employment taxes, workmen’s
compensation and any similar taxes associated with employment of Service Provider’s personnel. Service
Provider’s employees shall not be entitled to any benefits paid or made available by Company to its
employees.

11.2 Non-Compete. During the term hereof and for a period of twelve (12) months thereafter, Service
Provider personnel shall not perform services for any competitor of Company. In the event
Service Provider requires clarification on whether an entity is a competitor or
similar to the Company, Service Provider may request, and Company may
provide such clarification.
11.3 Non-Solicitation Obligations. During the term hereof and for a period of twelve (12) months
thereafter, Service Provider shall not, directly or indirectly, solicit for employment or employ (i) any
employee of Company; or (ii) any former employee of Company.

11.4 Subcontractors. Service Provider may not engage third parties other than Service Provider Affiliates
to furnish services in connection with the Services or Deliverables (“Subcontractors”) without Company’s
written consent, which Company may withhold in its sole judgment. No such engagement of
Subcontractors hereunder will relieve Service Provider from any of its obligations under this Agreement.

11.5 Nondiscrimination. To the extent applicable to Services under this Agreement, Service Provider
shall abide by the requirements of 41 CFR §§ 60-l.4(a), 60-300.5(a) and 60-74l.5(a). These regulations
prohibit discrimination against qualified individuals based on their status as protected veterans or
individuals with disabilities and prohibit discrimination against all individuals based on their race, color,
religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require
that covered prime contractors and subcontractors take affirmative action to employ and advance
individuals without regard to race, color, religion, sex, national origin, protected veteran status or
disability.

12. TERM AND TERMINATION.

12.1 Term. The term of this Agreement will commence on the date first written above and will remain
and continue in effect for a period of one year from the effective date, unless sooner terminated, as
provided hereunder.

12.2 Termination. This Agreement may be terminated in whole or in part by Company upon written
notice to Service Provider if Service Provider commits a material breach of any of its obligations
hereunder and fails to cure such breach within ten (10) days after receipt of notice of such breach.

12.3 Survival. In the event of termination or upon expiration of this Agreement, Sections 3, 5, 6, 7, 8
(subject to the expiration of any warranty period), 9, 10, 11, and 12 hereof will survive and continue in
full force and effect.

13. MISCELLANEOUS.

13.1 Force Majeure. Neither Party shall be responsible for failure or delay of performance if caused by a
Force Majeure Event. Each Party will use reasonable efforts to mitigate the effect of a force majeure
event. A Force Majeure Event means an event(s) meeting both of the following criteria:

(a) Caused by any of the following: (w) catastrophic weather conditions or other extraordinary elements
of nature or acts of God (other than localized fire, hurricane, tornado or flood); (x) acts of war (declared or
undeclared), acts of terrorism, insurrection, riots, civil disorders, rebellion or sabotage; and (y)
quarantines, embargoes and other similar unusual actions of federal, provincial, local or foreign
Governmental Authorities; provided, however, that the Parties expressly acknowledge and agree that
Force Majeure Events do not include (i) vandalism, (ii) the regulatory acts of Governmental Authorities,
(iii) strikes or (iv) any failure to perform caused solely as a result of a Party’s lack of funds or financial
ability or capacity to carry on business; and

(b) The Party claiming the Force Majeure Event is without fault in causing or failing to prevent the
occurrence of such event, and such occurrence could not reasonably have been circumvented by the
claiming Party through the use of commercially reasonable alternate sources, workaround plans or other
means.

13.2 Step-In. In the event of any failure by Service Provider to provide the Services in compliance with
this Agreement including in connection with a Force Majeure Event, Company shall have the right to
step-in and perform any Services that are the subject of such failure. Service Provider shall reimburse
Company for any expenses incurred in connection with its exercise of its step-in rights.

13.3 Governing Law. This Agreement will be governed by the laws of the State of Idaho, without
reference to the principles of conflicts of law. The state or federal courts located in the State of Idaho are
the agreed-upon forum for the resolution of all disputes arising hereunder, and the Parties hereto, their
officers, and employees hereby consent to (i) the jurisdiction and venue of the aforesaid courts for the
purpose of resolving all such disputes and (ii) service of process by registered mail, return receipt
requested. or any other manner consistent with federal or Idaho laws. The Parties acknowledge and agree
that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly,
will not be governed by the Uniform Commercial Code of any State having jurisdiction. In addition, the
provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on
Contracts for the International Sale of Goods shall not apply to this Agreement.

13.4 Binding Effect and Assignment. Company may, upon prior written notice to Service Provider this
Agreement or any of its rights hereunder to any Affiliate of such Company, or to any entity who succeeds
(by purchase, merger. operation of law or otherwise) to all or substantially all of the capital stock. assets
or business of Company. Service Provider shall not assign or otherwise transfer any of its rights, duties or
obligations under this Agreement without the express written consent of Company. This Agreement shall
be binding upon and inure to the benefit of the Parties hereto and their respective successors and
permitted assignees.

13.5 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any
person other than the Parties and their respective successors and permitted assigns.

13.6 Notices. All notices required by this Agreement will be given in writing to the other Party and
delivered by registered mail, international air courier, facsimile, or the equivalent. Notices will be
effective when received as indicated on the facsimile, registered mail, or other delivery receipt. All
notices will be given by one Party to the other at its address stated on the first page of this Agreement
unless a change thereof previously has been given to the Party giving the notice.
13.7 Amendments and Waivers. This Agreement may be modified only by a written amendment executed
by duly authorized officers or representatives of both Parties. No waiver by either Party of any right or
remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such
waiver. No waiver by either Party with respect to any default, misrepresentation, or breach of warranty or
covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

13.8 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, then such provision shall be severed from this Agreement and the
remaining provisions will continue in full force.

13.9 Counterparts. This Agreement and each Statement of Work may be executed in several counterparts
and by facsimile signature, each of which will be deemed an original, and all of which taken together will
constitute one single agreement between the Parties with the same effect as if all the signatures were upon
the same instrument. A telecopy signature shall be as legally effective as an original signature.

13.10 Entire Agreement. This Agreement and all Statement of Works attached hereto constitute the
complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral
or written, and all other prior or contemporaneous communications between the Parties relating to the
subject matter herein.

13.1 Press Releases and Announcements. Either Party may make any public disclosure it believes in good
faith is required by applicable law, regulation or stock market rule (in which case the disclosing party
shall use reasonable efforts to advise the other Party and provide it with a copy of the proposed disclosure
prior to making the disclosure).

13.12 Headings. The section headings contained in this Agreement are inserted lo‘r convenience only and
shall not affect in any way the meaning or interpretation of this Agreement.

13.13 Consents and Approvals. Except where expressly provided as being in the discretion oi‘n Party.
where approval, acceptance. consent or similar action by either Party is required under this Agreement or
the applicable Statement of Work. such action shall not be unreasonably withheld or delayed,

IN WITNESS WHEREOF. Service Provider and Company have caused this Agreement to be signed and
delivered by their duly authorized officers, all as of the date first herein above written.

GILBERT CORPORATION

UST GLOBAL INC

Signature-z

Signature:

Print Name: Title:

Print Name: Title: