6.     Miscellaneous.

          6.1       Exercise Notice. SMSC shall send all Exercise Notices to CPHC by mail or email as follows:

          6.2      Amendment. This Agreement may only be amended, modified, or waived by a written agreement executed by both of the Parties.

          6.3      Taxes. SMSC is responsible for the payment of any income taxes required to be paid by SMSC by law with respect to any payment made under this Agreement.

          6.4      Adjustment. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, or merger, consolidation, share exchange, reorganization, subdivision or other similar capital adjustment involving the Company, the Board of Directors of the Company shall make such equitable adjustments to the number Stock Appreciation Rights, the Base Value and the kind of shares or other securities underlying the Stock Appreciation Rights as may be necessary and appropriate to preserve the aggregate appreciation over the aggregate Base Value of the Stock Appreciation Rights that existed immediately before the event giving rise to the adjustment(s) and to otherwise prevent dilution or enlargement of rights of SMSC under this Agreement.

          6.5      Assignment; Binding Effect. Neither this Agreement nor any right or obligation hereunder will be assigned, delegated or otherwise transferred (by operation of law or otherwise) by any Party without the prior written consent of each other Party; provided, however, that SMSC may assign its rights and obligations hereunder to any authority, instrumentality or entity that is wholly owned or controlled by SMSC without the consent of CPHC. This Agreement will be binding on and inure to the benefit of the respective permitted successors and assigns of the Parties. Any purported assignment, delegation or other transfer not permitted by this Section is void.

          6.6      Voting and Dividend Rights. The Stock Appreciation Rights do not constitute an equity interest in CPHC. Accordingly, SMSC is not entitled to any voting rights, to receive any dividend or other distribution with respect to Stock Appreciation Rights or, except as provided in Section 6.4 above, to have the value of the Stock Appreciation Rights credited or increased as a result of any other distribution or contribution with respect to the Common Stock.

          6.7      Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Such counterparts may be executed and delivered by facsimile or other electronic means by any of the Parties, and the receiving Party may rely on the receipt of such document so executed and delivered as if the original had been received.

          6.8      Satisfaction of Marketing Agreement Terms. SMSC acknowledges and agrees, this Agreement satisfies and discharges all of CPHC’s obligations under Sections 1.1 and 3.7 of the Marketing Agreement with respect to the delivery of Warrants as defined therein.

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