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• <br /> maintained in the United States at the corporate office stated hereinabove, including without <br /> limitation maintaining a log/list of the documents signed pursuant to this Agency Agreement <br /> (including the title of and/or a brief description of the document(s) so signed,the Agent who <br /> signed, and the date), in accordance with its customary practices. <br /> 7. NON-CONTRAVENTION. Reference is made to that certain Unanimous <br /> Written Consent of the Members of CFI NV Developments, LLC to Action without a <br /> Meeting, dated February 1, 2018(the"CFT Grant of Authority"). The parties <br /> acknowledge and agree that the execution and delivery of this Agency Agreement: (i)does <br /> not interfere, violate, or conflict with the substantive rights set forth in the CFT Grant of <br /> Authority and/or CFT's corporate governance documents,(ii) is independent of the CFT <br /> Grant of Authority, and (iii)is binding and enforceable on the Parties, in accordance with its <br /> terms and conditions. <br /> 8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of <br /> the Parties and same memorializes all past and present written and oral agreements and <br /> supersedes all prior agreements that relate to the subject matter of this Agreement. No <br /> statements, promises or inducements made by either Principal or any Agent that are not <br /> contained in this Agreement and that relate to the subject matter of this Agreement shall be <br /> valid or binding. <br /> 9. AMENDMENTS. This Agreement may not be enlarged, modified,altered, or <br /> otherwise amended except in writing signed by the Parties hereto. <br /> 10. INDEMNIFICATION. Principal shall indemnify and hold each Agent <br /> harmless from personal liability for all actions within the scope of such Agent's authority <br /> hereunder, taken by such Agent in good faith, in furtherance of the purposes of this <br /> Agreement. <br /> 11. COMMENCEMENT OF AGREEMENT.This Agreement shall be in effect <br /> from the Effective Date. <br /> 12. CAPTIONS. The captions of any articles,paragraphs or sections hereof are <br /> made for convenience only and shall not control or affect the meaning or construction of any <br /> other provision hereof and pursuant to the rules of construction, each section, article or <br /> paragraph shall be known by its plain meaning. <br /> 13. SEVERABILITY.The invalidity or unenforceability of any particular <br /> provision of this Agreement or portion thereof shall not affect the other provisions or <br /> portions hereof; and this Agreement shall be construed in all respects as if any such invalid <br /> or unenforceable provisions or portions thereof were omitted and the remainder of this <br /> Agreement shall remain in full force and effect. <br /> 14. COUNTERPARTS.This Agreement may be signed in counterparts and/or <br /> may be delivered by facsimile or email and shall be considered as fully executed on <br /> distribution of the executed counterparts to the parties. <br /> Page 2 of 4 <br />