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GML Listing Agreement

LISTING LETTER AGREEMENT

CONFIDENTIAL

Ladies and Gentlemen:

This letter confirms the understanding and agreement (the “Agreement”) by and between (the “Company”) and Upward Exits, LLC (“Upward Exits”) as follows:

ENGAGEMENT SERVICES. The Company hereby retains Upward Exits as its exclusive listing agent utilizing Upward Exits service in pursuit of realistic offers for a sale transaction involving a merger or exchange offer, leveraged recapitalization, acquisition or sale of assets or equity interests, or similar transaction involving all or a majority of the business, assets, or equity interests of the Company (each a “Sale Transaction”); provided, however, that a Sale Transaction shall not include the licensing of products or a collaboration agreement to develop products or other similar commercial contracts entered into in the ordinary course of business between the parties to the Sale Transaction. The Company acknowledges that consummation of the Sale Transaction is subject, among other factors, to acceptable documentation, market conditions, and satisfaction of the conditions set forth in one or more agreements to be entered into with any purchaser of the Company. It is expressly understood that this engagement does not constitute any commitment, express or implied, on the part of Upward Exits to provide, and does not ensure the successful procurement of, any Sale Transaction.

Upward Exits services will include, if appropriate or if reasonably requested by the Company: (a) reviewing the Company’s financial condition, operations, competitive environment, prospects, and related matters for the purpose of presenting the company to potential acquirers; (b) presenting the company to potential acquirers and, if so agreed, preparing the information package or confidential information memorandum; and (c) coordinating and evaluating indications of interest and proposals regarding a Sale Transaction. The Company hereby authorizes Upward Exits to send and release listed information to prospective purchasers, including an information package and other pertinent information and legal agreements concerning the Sale Transaction.

In the event that the Company, its equity holders or other affiliates, or its management receives any inquiry regarding a Sale Transaction, either through Upward Exits or otherwise, Upward Exits will be promptly informed of such inquiry so that it can evaluate such party and its interest in any Sale Transaction and assist the Company in any resulting negotiations. In the event that the Company consummates a Sale Transaction with any party during the period covered by this Agreement, Upward Exits shall be paid the full Sale Transaction Fee and expenses, as described more fully below.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR ANY OTHER STATEMENT MADE OR ALLEGED BY ANY PARTY, IN ANY FORM, COMPANY UNDERSTANDS THAT UPWARD EXITS IS NOT AN INVESTMENT BANK, IS NOT AN INVESTMENT ADVISOR NOR A REGISTERED BROKER-DEALER AND PROVIDES NO FINANCIAL, LEGAL, OR INVESTMENT ADVICE OF ANY KIND, NOR DOES UPWARD EXITS GIVE ADVICE OR OFFER ANY OPINION WITH RESPECT TO THE NATURE, POTENTIAL VALUE OR SUITABILITY OF ANY PARTICULAR SALE TRANSACTION. COMPANY UNDERSTAND THAT IT IS SOLELY RESPONSIBLE FOR ALL BUSINESS DECISIONS COMPANY MAKES.

TERM. This Agreement shall have a term of three (3) months from the date of this Agreement set forth above, and shall continue for additional three (3) month periods, unless either the Company or Upward Exits otherwise provides written notice of at least 30 days prior to the end of a the initial term or additional period. Upward Exits may terminate this Agreement at any time if the Company is in material breach of this Agreement, on written notice to the Company. Notwithstanding the foregoing, no expiration or termination of this Agreement shall affect: (a) the Company’s indemnification obligations as set forth herein; (b) the confidentiality provisions set forth herein; (c) Upward Exits’s right to receive, and the Company’s obligation to pay, any fees and expenses due, whether or not any Sale Transaction shall be consummated before or after the effective date of termination, all as more fully set forth in this Agreement; and (d) the agreements of the Company and Upward Exits with respect to choice of law and forum.

In the event of any termination of this Agreement (other than by the Company for material breach by Upward Exits or by Upward Exits for material breach by the Company), Upward Exits shall be entitled to the applicable Sale Transaction Fee if the Company enters into an agreement prior to the date that is twelve (12) months from the date of termination of this Agreement with an entity who (i) was first referred to the Company by Upward Exits or (ii) first learned of Company through Upward Exits’ services, before the termination of this Agreement, provided that such agreement subsequently results in the consummation of a Sale Transaction. Within sixty (60) days after termination, Upward Exits shall provide to the Company in writing a list of any parties introduced to the Company by Upward Exits, which list shall be binding unless the Company provides a written objection notice within ten (10) days after receipt, provided however, such list shall not preclude inclusion of additional parties who meet the criteria set forth in the preceding sentence.

FEE – SALE TRANSACTION. In the event that Upward Exits’s exclusive services results in a Sale Transaction, Upward Exits shall receive a cash transaction fee (a “Sale Transaction Fee”) amounting to the sum of: (i) 8% of the Transaction Value (defined below).

For the purpose of calculating the Sale Transaction Fee, “Transaction Value” shall mean the total value of all cash, securities, or other property paid at the closing of the Sale Transaction to the Company or its shareholders or to be paid in the future to them with respect to the Sale Transaction as provided below (other than payments of interest or dividends) in respect of (a) the assets of the Company, (b) the capital stock of the Company (and any securities convertible into options, warrants, or other rights to acquire such capital stock), or (c) the assumption, directly or indirectly (by operation of law or otherwise), of any indebtedness of the Company for borrowed money, less all cash and cash equivalents held by the Company at closing.

Any amounts payable to the Company, any affiliate of the Company, or any shareholder of the Company in connection with a noncompetition agreement or any employment, consulting, licensing, supply, or other agreement, to the extent that such amounts payable are greater than what would customarily be paid on an arm’s-length basis to an employee, consultant, licensee, or supplier who had not been acquired, shall be deemed to be part of the “Transaction Value.”

In the event a Sale Transaction is consummated in one or more steps, any additional consideration paid or to be paid in any subsequent step in the Sale Transaction, including without limitation, payments in accordance with promissory notes delivered to the Company in connection with a Sale Transaction or any Contingent Payments in respect of the items set forth in (a)–(c) above, shall be included in the definition of “Transaction Value.” “Contingent Payments” shall mean consideration received or receivable by the Company, its employees, former or current equity holders, or any other parties in the form of deferred performance-based payments, “earn-outs”, indemnity holdbacks, or other contingent payments based on the future performance of the Company or any of its businesses or assets.

For purposes of valuing consideration included in Transaction Value other than cash payable at closing: (a) the assumption of any indebtedness for borrowed money will be valued at the unpaid principal amount of such assumed liability; (b) Sale Transaction Fees based on Contingent Payments shall be paid to Upward Exits based on the rate applicable to the total Sale Transaction Fee at the same times as the Contingent Payments are received by the Company; (c) the value of any purchase money or other promissory notes shall be deemed to be the face amount thereof; (d) any securities (other than a promissory note) will be valued at the time of the closing of the Sale Transaction (without regard to any restrictions on transferability) as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten (10) trading days immediately prior to the closing of the Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a 10-trading-day period immediately before the closing of the Sale Transaction; and (iii) if such securities have not been traded before the closing of the Sale Transaction, the value of such securities shall be as mutually agreed in good faith by the Company’s Board of Directors and Upward Exits; and (e) any assets other than cash or the assets described in the foregoing clauses shall be valued as mutually agreed in good faith by the Company’s Board of Directors and Upward Exits.

INFORMATION. The Company will furnish Upward Exits with such information regarding the business and financial condition of the Company as is reasonably requested, all of which will be, to the Company’s best knowledge, accurate and complete in all material respects at the time furnished. The Company will promptly notify Upward Exits if it learns of any material misstatement in, or material omission from, any information previously delivered to Upward Exits. Upward Exits agrees that all nonpublic information obtained in connection with its engagement will be held by it in confidence and will be used by it for the purposes of performing its obligations relating to its engagement, provided that nothing herein shall prevent Upward Exits from disclosing any such information (a) in accordance with an order of any court or administrative agency or in any pending legal or administrative proceeding, or (b) to the extent that such information (i) was or becomes publicly available other than by reason of disclosure by Upward Exits in violation of this Agreement or (ii) was or becomes available to Upward Exits or its affiliates from a source that is not known by Upward Exits to be subject to a confidentiality obligation to the Company. This undertaking by Upward Exits shall automatically terminate three (3) years following the last to occur of the completion of a Sale Transaction or termination of the engagement hereunder.

Upward Exits may rely, without independent verification, on the accuracy and completeness of all information furnished by the Company or any other potential party to any Sale Transaction. The Company understands that Upward Exits will not be responsible for independently verifying the accuracy of such information, and shall not be liable for any inaccuracies therein. The Company further acknowledges that Upward Exits has not made and will not make any physical inspection or appraisal of the properties or assets of the Company, and that, with respect to any financial forecasts that may be furnished to or discussed with Upward Exits by the Company, Upward Exits will assume that such forecasts have been reasonably prepared and reflect the best then currently available estimates and judgments of the Company’s management as to the expected future financial performance of the Company.

Except as may be required by law or court process, any discussions (whether written or oral) with Upward Exits under this Agreement are intended solely for the benefit and use of the Company, and may not be publicly disclosed in any manner or made available to third parties (other than the Company’s management, directors, advisors, accountants, and attorneys) without the prior written consent of Upward Exits, which consent shall not be unreasonably withheld.

INDEMNIFICATION. The Company agrees to indemnify and hold harmless Upward Exits and its affiliates, and their respective past, present, and future directors, officers, shareholders, employees, agents, and controlling persons within the meaning of either Section 15 of the Securities Act of 1933, as amended (15 USC §77o), or Section 20 of the Securities Exchange Act of 1934, as amended (15 USC §78t) (collectively, the “Indemnified Parties”), to the fullest extent lawful, from and against any and all losses, claims, damages, or liabilities (or actions in respect thereof), joint or several, arising out of or related to the Agreement, any actions taken or omitted to be taken by an Indemnified Party (including acts or omissions constituting ordinary negligence) in connection with the Agreement, or any Sale Transaction contemplated thereby. In addition, the Company agrees to reimburse the Indemnified Parties for any legal or other expenses reasonably incurred by them in respect thereof at the time such expenses are incurred; provided, however, that the Company shall not be liable under the foregoing indemnity and reimbursement agreement for any loss, claim, damage, or liability that is finally judicially determined to have resulted primarily from the willful misconduct or gross negligence of any Indemnified Party. The Company shall not effect any settlement or release from liability in connection with any matter for which an Indemnified Party would be entitled to indemnification from the Company, unless such settlement or release contains a release of the Indemnified Parties reasonably satisfactory in form and substance to Upward Exits and does not include any admission of fault on the part of any Indemnified Person. The Company further agrees that neither Upward Exits nor any other Indemnified Party shall have any liability, regardless of the legal theory advanced, to the Company or any other person or entity (including the Company’s equity holders and creditors) related to or arising out of Upward Exits’s engagement, except for any liability for losses, claims, damages, liabilities, or expenses incurred by the Company that are finally judicially determined to have resulted primarily from the willful misconduct or gross negligence of any Indemnified Party.

The indemnity, reimbursement, contribution, and other obligations and agreements of the Company set forth herein shall apply to any modifications of the Agreement, shall be in addition to any liability that the Company may otherwise have, and shall be binding on and inure to the benefit of any successors, assigns, heirs, and personal representatives of the Company and each Indemnified Party. The foregoing provisions shall survive the consummation of any Sale Transaction and any termination of the relationship established by the Agreement.

To the extent that officers or employees of Upward Exits appear as witnesses, are deposed, or otherwise are involved in or assist with any action, hearing, or proceeding related to or arising from any transaction or proposed transaction contemplated by this Agreement or Upward Exits’s engagement hereunder, or in a situation where such appearance, involvement, or assistance results from Upward Exits’s engagement hereunder, the Company will pay Upward Exits, in addition to the fees set forth above, Upward Exits’s reasonable and customary per diem charges. In addition, if any Indemnified Person appears as a witness, is deposed, or otherwise is involved in any action relating to or arising from any transaction or proposed transaction contemplated by this Agreement or Upward Exits’s engagement hereunder, or in a situation where such appearance, involvement, or assistance results from Upward Exits’s engagement hereunder, the Company will reimburse such Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by it by reason of it or any of its personnel being involved in any such action.

CONFLICTS. The Company acknowledges that Upward Exits and its affiliates may have and may continue to have investment banking or other relationships with parties other than the Company, in which Upward Exits may acquire information of interest to the Company. Upward Exits shall have no obligation to disclose such information to the Company or to use such information in connection with this Agreement.

ATTORNEY FEES. If any party to this Agreement brings an action directly or indirectly based on this Agreement or the matters contemplated hereby against another party, the prevailing party shall be entitled to recover, in addition to any other appropriate amounts, its reasonable costs and expenses in connection with such proceeding, including without limitation, reasonable attorney fees and court costs.

PUBLICITY. Following the announcement of any Sale Transaction by the Company, Upward Exits may, at its own expense, place announcements in financial and other newspapers and periodicals (such as customary “tombstone” advertisements) describing its services in connection therewith. Upward Exits shall provide the Company with a draft of any announcement that it proposes to place and shall make such revisions to the announcement as the Company reasonably may request within two (2) business days after the Company’s receipt of the draft announcement.

MISCELLANEOUS. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. However, nothing in this Agreement, express or implied, is intended to confer or does confer on any person or entity, other than the parties hereto and their respective successors and permitted assigns and the Indemnified Parties, any rights or remedies under or by reason of this Agreement or as a result of the services to be rendered by Upward Exits hereunder.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect in accordance with the terms hereof.

The Company agrees that it will be solely responsible for ensuring that any Sale Transaction complies with applicable law.

This Agreement incorporates the entire understanding of the parties regarding the subject matter hereof and supersedes all previous agreements or understandings regarding the same, whether written or oral.

This Agreement may not be amended, and no portion hereof may be waived, except in a writing duly executed by the parties.

Each party hereby irrevocably (a) agrees that any suit or other legal proceeding arising out of or relating to this Agreement may be brought only in a court of the State of California or in the United States District Court, located in Los Angeles County, California, (b) consents, for itself and in respect of its property, to the jurisdiction of each such court in any such suit or proceeding, and (c) waives any objection that it may have to the laying of venue of any such suit or proceeding in any of such courts and any claim that any such suit or proceeding has been brought in an inconvenient forum.

This Agreement shall be governed by the laws of the state of California, without regard to such state’s rules concerning conflicts of laws. EACH OF UPWARD EXITS AND THE COMPANY (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS) WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) RELATED TO OR ARISING OUT OF THE ENGAGEMENT OF UPWARD EXITS UNDER, OR THE PERFORMANCE BY UPWARD EXITS OF THE SERVICES CONTEMPLATED BY, THIS AGREEMENT.

We look forward to working with you on this assignment. Please confirm that the foregoing terms are in accordance with your understanding by signing the enclosed copy of this Agreement.

Very truly yours,

UPWARD EXITS

Printed Name: ___Mark Woodbury____

Title: ______CEO_____

Accepted and agreed effective as of the date of this Agreement:

COMPANY: __ _

Printed Name: ___ _

Title: ___ ________

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