Master Agreement: BIG between The Research Foundation for State University of New York and Empirican PRN Inc. This Master Agreement: BIG (hereinafter ?Agreement?), is by and between: The Research Foundation for State University of New York, a nonpro?t, educational corporation acting on behalf of the University at Buffalo, with of?ces located at Sponsored Projects Services 520 Lee Entrance UB Commons, Suite 211 Amherst, New York 14228, (hereinafter referred to as ?Institution?) and Empirican PRN Inc. d/b/a Circuit Clinical, a Delaware corporation, with its principal of?ces located at 77 Goodell Street, Suite 440, Buffalo, New York 14203 and its Af?liate as de?ned below herein (hereinafter collectively referred to as ?Empirican? or ?Company?). Institution and Company are each individually a ?Party? to this Agreement and collectively are the ?Parties.? Background. This Agreement is part of an award to Company through the University at Buffalo Institute for Genomics and Data Analytics, a SUNY initiative to advance genomic medicine and enhance the life sciences ecosystem and related research atmosphere in the Buffalo Niagara region and beyond UB goals are to foster ground breaking advances in genomics and personalized medicine that will also make a positive economic impact on the Western New York area via job growth and direct investment, enhance industry sponsored research opportunities for the Buffalo Niagara region, and create a sustainable economic investment program to ensure continuing economic development and industry engagement in SUNY life sciences programs. Financial support for this Incentive Proposal stems from a grant provided by the New York State Urban Development Corporation d/b/a Empire State Development As part of its engagement with UB BIG, Empirican agrees to make a 10-year economic investment in Western New York valued at nearly $24 million, and as more fully set forth below. Based on the commitments made by Company in the Incentive Proposal attached hereto and made a part hereof in Exhibit A, Company was selected for funding by UB BIG. The purpose of this Agreement is to outline the terms and conditions for funding between Empirican and Institution (?Project?). Each Phase of the Project shall align with the Project Milestones and Disbursement Schedules identi?ed below, and any other terms and conditions agreed to by the parties. In accordance with the Incentive Proposal, the terms Project Milestones and Employment Goals are collectively referred to herein as ?Performance Milestones.? 1. Scope of Project. Institution and Company will use their best efforts to complete the Project in multiple phases over a 5-year period, by October 31, 2021. The elements of the Project are more fully discussed herein, and are summarized as follows: a) Job Creation: Company agrees to create 104 jobs in Western New York by the Project Completion Date set forth in Section 4 below herein, and to comply with NYS reporting requirements thereto throughout the Term of this Agreement; b) Eguig Match: Company will provide an equity match valued at $23.9 million up through the Project Completion Date; c) Product Development: Company will develop and launch into commerce its proprietary clinical research systems: currently referred to as Version 2.0 of Periscope 360TM and Guardian 360, both of which will be re-branded in the next 60 days (?Products); (1) Research: Company will engage UB faculty to help customize Company?s existing eConsent software for completion of four (4) Phase I-II clinical studies (?Consent Project?); e) Data Hosting: Company will transfer hosting of its clinical research data analytics repository to BIG in stages over 12 months, as determined by the Company?s CTO in collaboration with Executive Director; f) Internship Pipeline: Company agrees to provide internship opportunities for UB students through collaboration with the University at Buffalo. At least one (1) UB student shall be engaged for a paid/unpaid internship on an annual basis during the project 2. Consent Project Principal Investigator. Sanjay Sethi, M.D. shall be the Principal Investigator (hereina?er ?Principal Investigator?) on the Consent Project, as more fully described in the Scope of Work attached hereto as Exhibit B, and made a part hereof. In the event the Principal Investigator is unable to carry out his duties, the Parties shall negotiate in good faith to identify a replacement. 3. lam. This Agreement shall be effective as of July 1, 2016 (?Effective Date?) with a Project Completion Date of June 30, 2021, and shall continue in effect through December 31, 2026 unless otherwise agreed to by the Parties (?Termination Date?). The Final Reporting Date shall occur on the Termination Date, or in the event the Agreement is terminated earlier, ?ve years thereafter. 4. Funding. Company shall provide reasonable proof of an equity match of 3:1 for years 1 and 2 of the Program and an equity match of 2:1 for years 3, 4 and 5. The total resources for this Project will be up to $25 million. Empirican has committed resources of $23.9 million to the Project, in the form of equity match. Institution will provide funding of $1.1 million in support of the Project. Empirican understands and agrees that under no circumstances will it be reimbursed by Institution for any costs Empirican may incur under this Agreement. 5. Disbursements. Consistent with the Project description, Empirican agrees to meet the following product development milestones (?Project Milestones?) in order to receive the Project Funding in the amounts set forth in the disbursement schedule below (the disbursements are collectively referred to herein as ?Yearly Project Funding Disbursements? or individually as a ?Yearly Project Funding Disbursement?). UB BIG and Company will conduct an annual review to assess whether the Project Milestones have been met. The ?rst Yearly Project Funding Disbursement will be made upon execution of this Agreement and upon receipt of Invoice by Institution, in a form reasonably agreed upon by the Parties. At a minimum, invoices shall detail the amount requested with a reference to Project Milestones. Subsequent Yearly Project Funding Disbursements will be made on the anniversary date of the Effective Date, after achieving a satisfactory Project Milestone review, and submission of invoice. The ?nal Yearly Project Funding Disbursement will be made upon satisfactory Project Completion, and submission of a ?nal invoice to Institution. Invoices should be sent to the BIG Executive Director: Brian McIlroy, 701 Ellicott Street Buffalo, New York 14213. Institution shall remit payments to Empirican as set forth in Exhibit C. Project/Product Disbursement Schedule Development Milestones Phase 1 Periscope 2.0 in $400,000 production. Guardian module V1.0 in development: at least 1 UB intern opportunity provided Phase 2 Periscope 2.0 analytics $250,000 engine in-honse: hosting of clinical research data analytics repository transferred to BIG/eConsent project technological requirements for completion of CTRC clinical research study completed/at least 1 UR intern opportunity provided Phase 3 Periscope/Guardian joint platform in development: at least 1 UB intern opportunity provided $250,000 Phase 4 Periscope/Guardian 2- sided platform in production: at least 1 UB intern opportunity provided $150,000 Phase 5/Project Completion Periscope/Guardian joint analytics engine in production: at least 1 UR intern opportunity provided $100,000 6. Emploment Goals. As a condition for receiving UB BIG support for the Project, Empirican agrees to meet the job creation goals established below by creating one hundred four (104) new Full-time Permanent Employees at the Project Location by June 30, 2021 and retaining a total of 104 Full-time Permanent Employees at the Project Location through December 31, 2026 (?Employment Goal?). For purposes of clarity, the Project Location shall include the Western New York business locations of Empirican or its af?liate for the Project, 15 Fingers LLC with an address of 737 Main St., Buffalo, New York 14203. Beginning in Year 1, Yearly Project Funding Disbursements are contingent upon Empirican meeting its annual Employment Goal and complying with the reporting requirements contained in Section 7 below herein. Product Product UB BIG Annual Emploment Goal Development Milestone Funding Milestones Completion Allocation Date Project $400,000 Baseline Initiation Effective Date Employment Recorded Phase 1 Sept 2017 $250,000 10 FTE as of June July 1,2017 30, 2017 Phase 2 Sept 2018 $200,000 26 FTE as of June July 1,2018 30,2018 Phase 3 Sept 2019 $150,000 46 FTE as of June July 1, 2019 30, 2019 Phase 4 Sept 2020 $100,000 74 FTE as of June July 1, 2020 30, 2020 Phase 5 Project Sept 2021 $1,100,000 104 FTE as of June Completion 30, 2021 7. Reporting and Compliance. a. Empirican will provide documentation that it has met its equity match and Employment Goal requirements for the Project as speci?ed in Sections 4 and 6 of this Agreement. Empirican agrees to permit UB reasonable access to its books and records that directly relate to equity match expenses for auditing and compliance purposes, as reasonably requested by UB. In addition, Empirican agrees to comply with the ?ling requirements in the NYS Department of Labor Forms 45 by the reporting deadline of January 15th on an annual basis during the term of the Project, and upon Project completion, for ?ve (5) years thereafter to monitor the Employment Goals, as described more fully in the Bene?ciary Employment, Contribution and Governance Requirements as set forth in Appendix I attached hereto and made a part hereof. . If Empirican does not make good faith efforts to meet at least eighty percent its annual Employment Goals in any given year, in whole or in part, Institution will, at its sole discretion, be entitled to reduce on a pro-rata basis the Yearly Disbursement amount set forth in Sections 4 and 6. Any such reduction will be in proportion to the number of jobs not created in the previous year divided by the number of jobs Empirican was obligated to create that year (?Yearly Hiring Shortfall?). For purposes of clarity, the subsequent year?s Yearly Hiring Milestone shall remain unchanged, and shall not include the previous year?s Yearly Hiring Shortfall. In no event shall Company miss its Yearly Hiring Milestone for more than two (2) consecutive years. So long as Company is within eighty (80) percent of its Yearly Hiring Milestone, and continues to make good faith efforts to hit its Yearly Hiring Milestone, the Year Disbursement will not be reduced. 8. Repament Obligations a) If, by June 30, 2021 (?Project Completion? date), Company fails to meet the Performance Milestone for job creation (104 new jobs) set forth in Section 6 above, Company shall repay to Institution a portion of the Project Funding on a pro-rata basis equal to the actual number of employees employed as of June 30, 2021 divided by its cumulative Yearly Hiring Milestones of 104 employees (the ?Grant Refund?). This Grant Refund shall be paid to Institution by November 1, 2021. b) At the Project Completion date, Company agrees to refund the 118.1% of the Net Project Funding (Net Project Funding being de?ned as the Project Funding minus any Project Funding Refund paid to Institution and any Project Funding Refund Reduction earned by Company as de?ned below) upon the following terms and conditions: Company shall only be obligated to commence the refund of the Net Project Funding amount at the later of either the Project Completion Date or such time that Company has achieved $10 million in Net Revenue as demonstrated by Company's ?nancial statements as prepared by Company's accountants. ?Net Revenue? shall mean the gross revenues received by Company from the use, sale, license, lease or other transfer of its Products less sales and/or use taxes actually paid, import and/or export duties actually paid, outbound transportation paid, prepaid or allowed, and amounts allowed or credited, and actually refunded, due to returns (as re?ected on the invoice, and not to exceed the original billing amount). (the ?Revenue Target"). (ii) The Net Project Funding amount shall be amortized over a 10-year period by payments commencing on the ?rst day of the ?rst month following the distribution of Company's ?nancial statements demonstrating the achievement of the Revenue Target. If Company hires additional permanent employees in excess of the cumulative Yearly Hiring Milestones before the end of the ?fth year of the term of the Program, Company shall be entitled to a Project Funding Refund Reduction as follows: (iv) If Company hires an additional 66 employees and retains these additional employees until December 31, 2026, Company shall be entitled to a 100% Project Funding Refund Reduction. If Company hires less than 66 additional employees and retains these additional employees until the Program Termination Date, Company shall be entitled to a pro-rata Project Funding Re?md Reduction equal to the number of additional employees hired in excess of the cumulative Yearly Hiring Milestones divided by 66. c) Company shall have the right to prepay the Net Project Funding at any time, without penalty, by providing RF with 10 days prior written notice, and shall be entitled to a discount rate of 6% on the balance of the Net Project Funding at the time of repayment. 9. Proprietag Information. The Parties acknowledge that they may possess certain proprietary or con?dential information which may be utilized in performance of the 10. 11. Project. All such proprietary or con?dential information shall be provided by the disclosing Party in writing and marked ?Proprietary?, or disclosed orally and summarized in writing and marked ?Proprietary? within thirty (30) days of oral disclosure, or if such information is not so marked, shall be treated as con?dential if a reasonable person would consider the information con?dential and it reasonably relates to the Project (?Protected Information?). The receiving Party shall protect the disclosing Party?s Protected Information with the same standard of care with which the receiving Party protects its own Protected Information. Each Party shall, for a period of three (3) years after the termination of this Agreement, maintain the same level of care to prevent the disclosure of a Party?s Protected Information, unless otherwise required by law. In the event that a Party must disclose Protected Information as required by law or court order, the disclosing Party shall give advance, reasonable notice to the other Party of the compelled disclosure. Protected Information shall not include information that: 1) was already in the possession of a Party at the time it was acquired from the disclosing Party; 2) is already generally available to the public, or subsequently becomes so available without default of the receiving Party; 3) is received by a party to this Agreement from a third party not under an obligation of con?dentiality to disclosing Party; 4) is independently developed by a Party without the use or reliance on the disclosing Party?s Protected Information; or 5) is required to be disclosed by law or the order of any court of competent jurisdiction after Provider is given reasonable advance written notice of such required disclosure. Publication. Institution?s Principal Investigator and/or Institution?s Project staff will have the right to publish any Research Results (hereinafter de?ned) related to the Consent Project. Institution will provide Empirican with a copy of any proposed manuscript or oral presentation, for the purpose of identifying and protecting any Proprietary Information of Empirican, no less than thirty (30) days prior to dissemination or publication. If Institution does not receive a written response from Empirican within thirty (30) days of sending the proposed manuscript or oral presentation, Institution may proceed with publication and/or release of information as proposed. Empirican may request an additional thirty (30) day delay in publication if necessary in order to take steps to protect Empirican?s proprietary information. In no event will the total delay in publication exceed sixty (60) days without mutual written agreement by both parties. Ownership and Rights in Intellectual Property. a. De?nitions. i. ?Background Intellectual Property? means the Intellectual Property of a party that was created prior to the Effective Date of this Agreement, and is used in the Project. ?Empirican means the Background Intellectual Property of Empirican, if any, as identi?ed in Exhibit B. ?Institution ii. iv. vi. vii. means the Background Intellectual Property of Institution known to the Principal Investigator. ?Incidental Use of SUNY Resources? means the use of SUNY or Institution resources and facilities such as meeting rooms, of?ce space, of?ce supplies, photocopiers, telephones, fax machines, and other standard of?ce equipment, personal-type computers, commercially?available software installed on such computers, and computer and communications networks, including internet access and data storage, that is occasional and/or non- essential to the creation of Inventions. ?Intellectual Property? or means all proprietary rights in Inventions, patent applications, patents, copyrightable works, mask works, trademarks, trade secrets, and any information embodying proprietary data, such as technical data and computer software ?Invention(s)? means any invention or discovery that is potentially patentable, and conceived and reduced to practice under this Agreement. ?Empirican Invention? means an Invention that is invented solely by Empirican personnel with no more than Incidental Use of SUNY Resources. For purposes of clarity, any Inventions that are created under a contract between Company and a third party contractor will be treated as Empirican Inventions for purposes of this Agreement. ?Institution Invention? means an Invention that is invented solely by Institution or University personnel; ?Joint Invention? means an Invention that is invented jointly by Empirican and Institution personnel, or (ii) invented by Empirican personnel with more than Incidental Use of SUNY Resources. ?New Technology? means patent rights and know how that constitute any modi?cation or enhancement of IP, that: are made as part of the Consent Project of this Agreement and provided the Principal Investigators were employees of the University at Buffalo at the time the New Technology was made, and; that are owned or controlled by Institution, and; that are generated or produced by the Principal Investigators or any employee or student of the University at Buffalo acting on behalf of or at the direction of the Principal Investigators. For purposes of clarity, all improvements, enhancements, adaptations or modi?cations to Empirican BIP that Empircan makes as a result of the Consent Project shall be treated as an Empirican Invention for the purposes of this Agreement. ?Other Intellectual Property? means any Intellectual Property created or owned by either party that is neither Background Intellectual Property nor an Invention. Neither Party claims, nor is granted any rights in Other Intellectual Property of the other Party for this Project. ?Project Reports? means the written reports prepared by Institution and delivered to Empirican during the Project, as set forth in Exhibit A. ?Research Results? means all data, ?ndings, know-how, methods, techniques, intangible results, tangible materials, software, prototypes, and work product that result from the performance of the Consent Project pursuant to this Agreement. For purposes of clarity, Research Results does not include Project Reports. . Each Party will own all their respective BIP, Inventions, and Other Intellectual Property. Empirican will own the copyright in the Project Reports. Empirican will jointly own, together with Institution, all Joint Inventions. Each Party will notify the other Party in writing within thirty (30) days of receipt of an Invention disclosure covering an Invention. All Invention disclosures exchanged under this Agreement will be kept con?dential by the receiving Party. . Each Party will control and bear the expense of the preparation, ?ling, prosecution, and maintenance of all United States and foreign patent applications claiming its respective solely-owned Inventions. Empirican will control and bear the expense of the preparation, ?ling, prosecution, and maintenance of all United States and foreign patent applications claiming Joint Inventions, with Institution?s cooperation and assistance. Notwithstanding the foregoing, for any Joint Invention, if Empirican does not wish to ?le a patent application, continue prosecution of a pending patent application, or maintain a patent through its full term, Empirican will notify Institution in writing no less than ninety (90) days in advance of the relevant patent deadline and Institution shall have the option, but not the obligation, to take over control of the prosecution and maintenance of the patent or application, and Empirican will assign the entirety of its right in the patent or application to Institution. Empirican will not disclose any Company trade secret(s) except on a limited, need to know basis as strictly necessary for Institution's performance of Consent Project under this Agreement. Prior to disclosing any trade secret(s), Company and Institution will mutually agree on a set of procedures to govern such disclosure and protect the trade secret(s). Such procedures must be documented in writing as an addendum to this Agreement signed by the Authorized Of?cial for each Party. . Each Party will disclose to the other Party any third party rights, known to such Party?s of?cial signing this Agreement, including federal, private or individual claims that impact the ownership of IP arising from or used as background for performance of the Project under this Agreement. . Exclusive License: Empirican may elect to negotiate an exclusive, royalty bearing, sublicenseable commercial license to the Research Results, New Technology, and Joint IP or any of Institution?s IP rights related to the Consent Project. The grant of such license shall be contingent upon Empirican meeting all of its obligations under this Agreement. Empirican grants to Institution a non-exclusive, non-commercial research license: i) to use Empirican BIP and Empirican Invention(s) in the performance of the Consent Project, and ii) to use the Consent Project Reports. Empirican grants no other license under this Agreement. Empirican is granted by Institution a non-exclusive, non-commercial research license to use Institution BIP, Institution Invention(s), and the Research Results of the Consent Project. Except as expressly set forth herein, Institution grants no other licenses under this Agreement. 12. Upon completion of the Consent Project, Empirican shall grant a non-exclusive, commercial license to the Products to Institution wherein all of the bene?ts and terms granted by Empirican are at least as favorable as the bene?ts and terms granted by Empircan to any other licensee of the Products described in this Agreement. Should Empircan enter into any subsequent agreement with any other licensee which provides for bene?ts or terms more favorable than those offered to Institution, then Empirican shall so notify Institution and Empirican shall offer those more favorable bene?ts and terms. 13. Default. Company will be deemed in default of this Agreement if it if Company fails to ?le reports as required, or takes substantial steps to relocate outside of Erie County, New York (?Default?). If Company Defaults, all UB BIG funds allocated to the Project will be immediately due and payable by Empirican. 14. Notices. All legal notices, demands and other communications hereunder, except exchanges of technical information, will be sent by: i) U.S. First Class Mail, return receipt requested, ii) registered or certi?ed mail, return receipt requested, or by overnight or international delivery via the US. Postal Service or a commercial carrier with delivery tracking at the following addresses, unless otherwise subsequently modi?ed by change of address in writing: If to Empirican: Irfan Khan Circuit Clinical 77 Goodell Street, Suite 440 Buffalo, NY 14203 irfan@circuitclinical.com (216)409-8980 with a copy to: RJ Stapell, Esq. rjstapell@circuitclinical.com If to Institution: Jeff Schieder Sponsored Projects Services 520 Lee Entrance UB Commons Suite 211 Amherst, New York 14228 ischeiderc?'buffaloedu (716) 645-4408 Any notices, demands and other communications delivered personally shall be deemed to have been received by addressee at the time and date of its delivery. Any notices, demands and other communications so mailed shall be sent via overnight courier. At the 10 time of mailing the of?cial notice, the sending party will provide a courtesy copy of the notice to the receiving party by email. 14. Severability. The provisions of this Agreement are separable, and in the event any provisions of this Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 15. Modi?cations and Changes. This Agreement may be changed, amended, modi?ed, extended or terminated by mutual consent provided that such consent shall be in writing and executed by the Parties hereto prior to the time such change shall take effect. 16. Assignment. Neither Party may assign or otherwise transfer this Agreement and the rights acquired hereunder without the written consent of the other Party. Such consent shall not be unreasonably withheld. A Party desiring to transfer this Agreement shall give the other Party thirty (30) days prior notice of such assignment or transfer. 17. Governing Law. This Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the State of New York. 18. Binding Effect. This Agreement shall be binding upon and inure to the bene?t of the Parties hereto and their respective successors or assigns. 19. Indemni?cation. Empirican hereby agrees to indemnify Institution for any claims or actions that are brought against Institution by third parties because of Empirican?s use or misuse of the reports or technology which are provided to Empirican in connection with this Agreement. 20. Compliance. The parties agree that in completing their obligations under this Agreement they will comply with all applicable laws and regulations. 21. Survival. In the event of termination of this Agreement for any reason, the following sections will survive termination22. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto. No prior writings, conversations, or representations of any nature will be deemed to vary the provisions of this Agreement. 11 23. Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile, email, or other electronic transmission by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile, email, or other electronic means as if the original had been received, and the parties may execute the Agreement using electronic or digital signatures. 24. Order of Precedence. In the event of any inconsistency between this Agreement and the attached Exhibits and Addendums, the inconsistency should be resolved by giving precedence to the body of the Agreement. [Signature Page to allow] 12 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby. THE RESEARCH FOUNDATION EMPIRICAN PRN INC. d/b/a FOR THE STATE UNIVERSITY OF CIRCUIT CLINICAL NEW YORK By By Name: Name: Title: Title: Date: Date: Exhibit A BIG Incentive Pr0posal (Attach signed PDF) 14 Exhibit Consent Project Scope of Work 1. Statement of Proiect Obiectives: Electronic (multimedia, interactive) consenting has been available for the last decade and has been piloted and tested in various settings. A recent Cochrane database analysis shows that quality of data supporting the bene?ts of such consenting over traditional paper based consenting leaves much to be desired. urtherrnore, a review of the literature revels a lack of engagement of community members and potential research participants in the development and re?nement of the eConsent documents and process. Whether special populations such as pediatric, geriatric and the underserved can bene?t with eConsent or have special requirements to make eConsenting success?il is also not known. We propose to conduct a research study that addresses these gaps. The hypothesis is that eConsent documents and enhancements and processes can be improved by community participation. Furthermore, we want to test these eConsents with special populations as described above. UB will seek grant funding for its portion of the work. Empirican will cover its own costs. 2. Project Start Date: Winter 2016 3. Project Completion Date: Winter 2017 4. Location where the work will be performed: This work will be performed within the Buffalo translational consortium and its surrounding communities. We also will explore the possibility of involving 1-2 more CTSA centers in a collaborative project, such as Rochester. 5. Scope of Research to be Conducted (include speci?c aims): Speci?c Aim 1: Perform qualitative research with a model eConsent document and process with participation of community members such as the patient voices network, the community advisory group and special population focus groups. 15 Speci?c Aim 2: Compare the resulting eConsent with traditional paper consenting in special populations and measure outcomes of patient preference, understanding, recruitment and retention. Software Features: Digital storage of trial details Digital storage of eConsent forms Hierarchical access levels of the system Local CC support Description of Services: Onboarding the trial setup, including documentation of trial purpose, eligibility, inclusion/exclusion criteria, trial details, timeframes, etc. Capture of the [RB-approved eConsent form inside the application Assist with patient approval of eConsent form Tentative Schedule: First trial determined by UB and CC UB creates the IRB PDF eConsent form UB sends to Authorized Contact for approval Trial is created with Periscope Authorized eConsent imported into Periscope Signature module created by CC tech team CC onboards RC First patient/trial joint assessment Next trial Future Features: Imbed video content to inform and educate the patient Add Patient Feedback surveys for analytics 6. Sponsor Backggound Intellectual Property: Sponsor will provide the eConsent forms and tablets. They will provide programming and multimedia support for the modi?cations requested by the qualitative research. They will provide the programming and hosting of the comparison study in Aim 2. 7. Foundation Backgpound Intellectual Property (if any} (if previously disclosed to STOR, note Docket number} None 8. Third Party Materials/Intellectual Proper_ty. 16 As we work to enhance the consent form, there may be third party content that could be added. The Sponsor will be responsible to obtain the copyright permissions to do the same. 9. Milestones and Schedule: Note: Budgeted costs shown are to be incurred by Empirican Milestone Due Date Budget Formulate research project, apply December 2016 NA for NCATS supplemental funding Conduct focus groups and March 2017 NA qualitative research Perform comparison study October 2017 NA Analyze data and submit for December 2017 NA publication 1. First trial determined by March 2017 NA UB and Company 2. UB creates the PDF April 2017 NA eConsent form NA 3. UB sends to Authorized IRB Contact for approval June 2017 $10,000 and receives eConsent approval of PDF $5,000 4. Trial is created within Periscope July 2017 $70,000 5. IRB Authonzed eConsent July 2017 $15,000 imported Into Periscope 6. Signature module and role- August 2017 $10,000 based access created by CC 7. CC onboards RC September 2017 NA 8. First patient/trial joint assessment September 2017 NA 9. Next trial determined creates the PDF TBD eConsent form 11. UB sends to Authorized TBD $5,000 IRB Contact for approval and receives IRB eConsent $5,000 approval of PDF TBD $10,000 1? 12. Trial is created within Periscope 13. IRB Authorized eConsent imported into Periscope 14. CC onboards RC 15. Second patient/trial joint assessment 16. Next trial determined by UB and CC 17. UB creates the PDF eConsent form 18. UB sends to Authorized IRB Contact for approval and receives eConsent approval of PDF 19. Trial is created within Periscope 20. RB Authorized eConsent imported into Periscope 21. CC onboards RC 22. Second patient/trial joint assessment 23. Next trial determined by UB and CC 24. UB creates the PDF eConsent form 25. UB sends to Authorized IRB Contact for approval and receives eConsent approval of PDF 26. Trial is created within Periscope 27. Authorized eConsent imported into Periscope 28. CC onboards RC 29. Second patient/trial joint assessment TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Total $5,000 NA NA NA $5,000 $5 ,000 $10,000 $5,000 NA TBD $3,000 $5,000 $5 ,000 $10,000 $5 ,000 $195,000 18 10. Project Reports. The following written project reports will be submitted to Empircan during the Project: Research proposal Results of focus groups Results of comparison study 1 l. Deliverables. IRB approved eConsent forms 19 Exhibit Payment Information Wire Instructions for Empirican Account: 20 APPENDIX I Bene?ciary Employment, Contribution, and Governance Requirements This Appendix I is by and between The Research Institution for the State University of New York, a nonpro?t corporation acting on behalf of the University at Buffalo (?Institution?) and [Name of Company] (for purposes of this Appendix I: "Bene?ciary") and is incorporated into the [Type of Agreement] (?Agreement?) for the [Description of Project] (?Project?) set forth therein. Preamble Bene?ciary acknowledges that it is receiving support for this Project as part of a grant from the New York State Urban Development Corporation dfb/a Empire State Development award to Institution in support of enhancing the life sciences ecosystem to enable companies to expand in the Buffalo area (?Grant?). Bene?ciary and its Af?liate agree to comply with certain requirements relating to employment reporting, equity/match contribution, and contract governance more fully described below, as a condition of receiving funding for the Project. A. Definitions: 1. Baseline Employment: Number of Full-time Permanent Employees and Full-time Contract Employees (each as de?ned below) as of the date the Project commences or as pursuant to NYS Form 45 and NYS-45-ATT (with blocked out personnel information) for the prior ?scal quarter, depending on the Project start date. 2. Employment Goals: Number of jobs created as a result of Project support by Institution. 3. Equity/Match Contribution: means the Bene?ciary?s quali?ed contribution to the Project, which may include: a) Equity contributions injected into the Project by the Bene?ciary, or by investors that are Non-State Funds received on or after January 1, 2014; b) contractual agreements or other written commitments to provide ?mding for the Project; c) written pledges of charitable gifts; (1) formal notice of federal awards; e) receipt of cash gifts, and; f) contributions received from industry that are injected into the Project. Equity contributions shall not include borrowed money secured by assets in the Project. 4. Full-time Permanent Employee: a) a full-time, permanent, private-sector employee on the Bene?ciary?s payroll or on the payroll of the Bene?ciary?s Af?liate, whether the payroll function is performed by the Bene?ciary or a third party administrator, who has worked at the Project Location for a minimum of thirty-?ve hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe bene?ts extended by Bene?ciary to other employees with comparable rank and duties or; b) two part-time, permanent, private-sector employees on Bene?ciary?s 21 payroll or on the payroll of the Bene?ciay?s Af?liate, who have worked at the Project Location for a combined minimum of thirty-?ve hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe bene?ts extended by Grantee to other employees with comparable rank and duties. . Full-time Contract Employee: 3) a private sector employee who is either self-employed, under contract with a third party agency, or an independent contractor under contract with Bene?ciary, who is not on the Bene?ciary?s payroll or on the payroll of the Bene?ciary?s Af?liate, but who works for the Bene?ciary at the Project Location for a minimum of 35 hours per week for not less than four consecutive weeks, providing services that would otherwise be provided by a Full-time Permanent Employee; or b) two part-time, private- sector employees (or self-employed individuals) that are not on the Bene?ciary?s payroll or on the payroll of the Bene?ciary?s Af?liate, but who have worked for the Bene?ciary at the Project Locations for a combined minimum of thirty-?ve hours per week for not less than four consecutive weeks providing services that are similar to services that would otherwise be performed by a ull-time Permanent Employee. The position held by a Full- time Contract Employee must be a long-term position. The maximum number of Contract Employees shall not exceed ten percent of Full-time Permanent Employees. . Non-State Funds: any money that does not come from the State?s general special revenue, capital projects or debt service funds. . Operational Activities: provision of facilities and services to aid in research and development, innovation, product development, entrepreneurial creation, and business development in those ?elds requiring the use of high performance computing, informatics and biomedical research including but not limited to genomic medicine. B. Employment Reporting and Job Creation Reguirements: As a condition of receiving support for the Project, Bene?ciary agrees to comply with the following employment and job creation requirements: 1. At a minimum, maintain the Baseline Employment as recorded in Table I below. Thereafter, Bene?ciary shall provide evidence of job creation with every Milestone or Payment Request, as set forth below in Tables I and respectively; Meet the agreed upon Employment Goals as detailed in Table I below by increasing the number of Full-time Permanent Employees and Full-time Contract Employees from Bene?ciary?s Baseline Employment. For purposes of clarity, a Full-time Permanent Employee of Full-time Contract Employee cannot be transferred from other NYS locations but can be on the Bene?ciary?s payroll. 22 Finally, a Full-time Permanent Employee or a Full-time Contract Employee included in this Grant cannot count toward any other project the Bene?ciary has or had with New York State prior to 2014 that committed the Bene?ciary to job creation. . a) Complete and submit the Employment Reporting Form to track job creation during the life of the Grant, based off of Bene?ciary?s Baseline Employment number. Bene?ciary (for purpose of section 3, the term ?Bene?ciary? shall include the Bene?ciary?s Af?iate) will submit the Employment Reporting Form in the Table II format below, along with the quarterly NYS Department of Labor Forms 45, by the reporting deadline of January 15th on an annual basis during the term of the Project, and upon Project completion, for ?ve (5) years thereafter to monitor the success of the Project. b) The Employment Reporting Form shall indicate the average number of Bene?ciary?s ull-time Permanent Employees and Full-time Contract Employees for the 12 month period ending as of December 31 of the prior year. Full-time Permanent Employee Count, for each calendar year during the term of this Agreement, shall mean the greater of: the average number of ull-time Permanent Employees for the prior calendar year, computed by adding the number of Full-time Permanent Employees as of the Grantee?s and/or Bene?ciaries? last payroll date in the months of March, June, September and December and dividing that sum by 4, or (ii) the number of ull-time Permanent Employees as of the Grantee?s and/or Bene?ciaries? last payroll date in December of such year. Full-time Contract Employee Count, for each calendar year during the term of this Agreement, shall mean the greater of the average number of Full-time Contract Employees for the prior calendar year, computed by adding the number of Full-time Contract Employees as of the Grantee?s last accounts payable date in the months of March, June, September and December and dividing that sum by 4, or (ii) the number of ull-time Contract Employees as of the Grantee?s last accounts payable date in December of such year. c) Bene?ciary understands and agrees that it will provide, as requested, Employment Documentation to Institution in order to comply with the Reporting Requirements. Such Employment Documentation shall include but not be limited to, NYS-45-ATT with blocked out personnel information) payroll registers, and/or payroll records. Veri?cation of ull-time Contract Employees will require a letter from the provider of Contract Employees detailing the names of the employees, hours worked, salaries paid, and start and end dates. If Bene?ciary does not meet the Employment Goals established in Table I, it will provide an explanation identifying reasons for any discrepancy. 23 Table I: Requirements Baseline Employment Date Milestone BIG Bene?ciary Employment Allocation Match Goal July 1, Hire 10 FTE $400,000 $1,200,000 Permanent: 10 2016 Contract: July 1, Hire 16 FTE $250,000 $750,000 Permanent: 16 2017 Contract: July 1, Hire 20 FTE $200,000 $400,000 Permanent: 20 2018 Contract: July 1, Hire 28 FTE $150,000 $300,000 Permanent: 28 2019 Contract: July 1, Hire 30 FTE $100,000 $200,000 Permanent: 30 2020 Contract: Total Permanent: 104 Contract Note: Employment Goals may include up to 10% Full-time Contract Employees. Table II: Annual Report Due every January 15 for prior calendar year As of Bene?ciary?s last payroll date on or prior to the end of ANNUAL PERMANENT the designated quarter AVERAGE (Based on FULL-TIME March 31, June 30, Sept. 30, Dec. 31, the four CONTRACT 20_ 20__ 20_ quarterly EMPLOYEES numbers) At Project Location At Other New York Locations (if applicable) Table With Every Payment Request 24 FULL-TIME PERMANENT -TIME CONTRACT EMPLOYEES (date of request) At Project Location At Other New York Locations (if applicable) C. Equity Match/Contribution Requirement: Prior to the initial disbursement of funds, or prior to any non-?nancial support provided in accordance with a Project payment schedule set forth in the Agreement, the Bene?ciary will provide satisfactory evidence that it will meet the equity match contribution requirement in the amount of $1,500,000. Speci?cally the Ben?ciary closed a capital funding transaction on July 12, 2016 in the amount of $1,500,000, which funds the Bene?ciary has been using to operate the company during 2016 and will use for operations into 2017 along with revenue currently being generated by operations. Evidence of such contributions include documentation of funds from private investors, any Non-State Funds, contractual agreements or other written commitments to provide ?mding for the Project, written pledges of charitable gifts, formal notice of federal awards, receipt of cash gifts, or operational activities including but not limited to the provision of facilities and services to aid in research and development, innovation, product development, and business development, as veri?ed by a Certi?ed Public Accountant. The schedule for the Equity Matching/Contribution is further described in Table I. D. Governance: Bene?ciary agrees that as a condition of receiving Project support that it will make best efforts to: l. Cure any material breaches in the Agreement attached hereto; 2. Make good faith efforts to comply with ESD non-discrimination and supplier diversity policies located at: [online link]; 3. Remain an entity in good standing in the State of New York with no adverse material changes in ?nancial condition; 4. Use the ?mds only for the stated purpose and for eligible expenses; 25 5. Maintain accurate books and records for a period of ?ve (5) years from the expiration or earlier termination of this Agreement; 6. Permit Institution to inspect, upon reasonable advance notice and during normal business hours, applicable books and records and to comply with any ESD-related audit requests. E. Non-Compliance. Bene?ciary acknowledges that during the Project term, its failure to comply with the requirements in this Appendix I may result in a loss of future funding. Acknowledged and Agreed: Empirican PRN Inc., as Bene?ciary Research Foundation for the State University of New York on behalf of the University at Buffalo Name: Name: Title: Title: Date: Date: 26