provide any necessary cooperation, support, and assistance necessary for the transitional period.

3.2. MVTCG shall provide each member with reasonable outreach and opportunities as necessary for the member to effectively familiarize themselves with MVTCG and utilize the Services.

3.3. Upon membership in MVTCG, all such members shall be subject to the bylaws and other regulations of MVTCG, as recommended by the Board of Directors.

4. Governing Documents, Membership.

4.1. MVTCG Governing Documents. The Committee established under Section 1.3 herein shall be responsible for creating the governing documents for MVTCG, including but not limited to bylaws, which shall be used in the interim period before the completion of the Acquisition. These new governing documents shall be approved by the governing bodies of the Parties. Upon approval by the Parties, the governing documents shall be made a part of this Agreement by an addendum executed by both Parties.

4.2. Membership in MVTCG. Upon execution of this Agreement and the MVTCG’s governing documents, both Parties shall become members of MVTCG and shall have the membership status and voting rights as set forth such the governing documents.

5. Termination

5.1. This Agreement may be terminated by the Parties prior to the transfer of assets, liabilities, obligations, etc., as contemplated herein, by thirty (30) days’ advance written notice to the other Party addressed and sent as set forth herein.

6. Disputes

6.1. If, during the transition period between the Effective Date of this Agreement and complete transfer of all items contemplated in Section 2.3, the Parties become involved in any dispute regarding this Agreement, the Parties agree to submit such dispute to negotiation between the highest-level managers of each Party. If such negotiation proves to be unfruitful within fourteen (14) days, either Party may withdraw from this Agreement, and the transfers of assets contemplated herein shall be unwound, with each Party receiving back any assets, employees, and liabilities it transferred to MVTCG as part of this Agreement. Any assets or liabilities jointly created (or incurred or created directly by MVTCG) during the performance of this Agreement shall be equally divided between the Parties upon withdrawal, unless the Parties otherwise agree.

7. Miscellaneous

7.1. Amendments. This Agreement may only be amended upon mutual agreement by the Parties in writing.

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