In consideration for the transfer and assignment of the Q2P Technology and License Agreement to Phoenix, Phoenix shall provide to Q2P: (1) a full settlement and release signed by The Ohio State University in the favor of Q2P for any and all amounts owed to OSU in connection with Q2P’s contract with OSU, and (2) proof of payment to and receipt from Precision CNC of an amount of $35,000. The transfer and assignment of the Q2P Technology shall not be effective until the signed paperwork regarding the consideration set forth above is delivered to Q2P (the “Closing Date”). Further, any payments due to Cyclone to approve the transfer of the License and provide its Consent will be split 50:50 between Q2P and Phoenix up to a maximum of $10,000 paid by Phoenix.