6. Further Assurances. TransNet hereby appoints TransTec, and its successors and assigns, the true and lawful attorney of TransNet, in the name of TransTec or in the name of TransNet, but for the benefit and at the expense of TransTec, to demand and receive any and all interests and assets hereby assigned, to give releases and acquittances for or in respect of the same or any part thereof, to endorse, collect and deposit any checks, drafts or other instruments payable to TransNet which constitute accounts receivable or related to payments for goods and/or services provided by TransTec in connection with the Cebu business; to institute and prosecute, in the name of TransNet or otherwise, any and all proceedings at law, in equity or otherwise, which TransTec, or its successors and assigns, may deem necessary or advisable to collect, assert or enforce any claim, right, title, debt or account and to defend and compromise any and all actions, suits or proceedings in respect of any of the interests and assets that TransTec, or its successors or assigns, shall deem necessary or advisable. TransNet hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable. TransNet shall upon the request of TransTec, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, including signing over any checks, payments or credits erroneously delivered to TransNet for Cebu business performed by TransTec, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of TransTec any and all of the interests and assets hereby transferred to TransTec. TransNet shall execute and deliver such other documents, certificates, agreements and other writings, including but not limited to assignments, bills of sale, endorsements, and other documents, and to take such other actions as may be necessary or desirable to consummate or implement the transactions contemplated by this Agreement; provided, however, that nothing in this Section shall require TransNet to make any payments in order to obtain any consents, approvals or novations necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement.

          7. [This Section Has Been Intentionally Deleted]

          8. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective representatives, successors and assigns.

          9. Governing Law. This Agreement and any disputes hereunder shall be governed by and construed in accordance with the internal Laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New Jersey.

          10. Counterparts. This Agreement may be executed in two or more counterparts and via facsimile, pdf or electronic delivery, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

          11. Indemnification. TransNet shall indemnify and hold TransTec and DCi harmless against any costs, claims, damages or expenses (including reasonable attorneys fees and court costs) incurred by TransTec or DCi in the event TransNet’s representation is incorrect that no shareholder approval was required for the transfer by TransNet to TransTec of TransNet’s assets.