■ T Illi n CANENDTAERTOFOmR BIT s I Massachusetts Institute of Technology MASSACHUSETTS INSTITUTE OF TECHNOLOGY Premier Membership Agreement for the Center for Bits and Atoms ASSIGNMENT NOVATION AND AMENDMENT This ASSIGNMENT, NOVATION AND AMENDMENT is entered into on (the "Effective Date") by and among the Massachusetts Institute of Technology ("MIT"), a non-profit, tax-exempt educational institution organized and existing under the laws of the Commonwealth of Massachusetts, located at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 USA (hereinafter referred to as "MIT"), acting on behalf of MIT's Center for Bits and Atoms, Innovate-America ("Assignor"), a limited liability corporation organized and existing under the laws of Delaware with its principal office at 48 Heather Dr., Norwood, MA 02062, (hereinafter referred to as 'Member'), and OH= Laboratories ("Assignee"), a a limited liability corporation organized and existing under the laws of Delaware located at 48 Heather Drive, Norwood Avenue 02062. WHEREAS, Assignor and MIT are parties to the Premier Membership Agreement for the Center for Bits and Atoms effective June 1, 2012 (the "Agreement"); WHEREAS, The parties have agreed to assign and novate the Agreement so that Assignee replaces Assignor as a party to the Agreement and the benefits and burden of the Agreement shall be vested in Assignee in place of Assignor as of the Effective Date; WHEREAS, MIT wishes to consent to the assignment and novation of the Agreement; and WHEREAS, MIT and Assignee wish to amend the terms of the Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. Assignor hereby transfers, conveys and assigns to Assignee all of Assignor's right, title and interest in and arising from Agreement as of the Effective Date of this Assignment, Novation and Amendment. 2. Assignee hereby assumes, as of the Effective Date, all liabilities, duties and obligations of Assignor under the Agreement. 3. MIT hereby