This SolarCare™ Benefits and Warranty Agreement (this “Agreement”) is entered into by and between ProjectSolar, Inc. (“Project Solar” or “we”) and the undersigned purchaser (“you”) of a solar photovoltaic system fromProject Solar, to be installed by one of our preferred partner installers (a “Partner Installer”) to an installation agreement to be entered into between you and the applicable Partner Installer (the “Install Agreement”), effective upon the execution of the Install Agreement.

Capitalized terms not otherwise defined herein shall have the definitions set forth in the Install Agreement.At Project Solar, we want to ensure that our relationship with you extends for the life of your System (and beyond),which is why we offer SolarCare™ - we want to be your first point of contact if any questions or issues arise with your System. The purpose of this Agreement is to provide you with assurances that regardless of what may occur with your Partner Installer, now or in the future, you get the benefit of what you agree to in the Install Agreement(and in some cases, better terms than the Install Agreement, as described below). Rest assured, we provide the following guarantees and warranties separate and independent of the Partner Installer and Install Agreement soyou can rest easy knowing Project Solar has your back.

To get the full benefit of SolarCare™, please retain this Agreement for the future. For questions regarding yourSolarCare™ benefits, please contact at any time via mail at the address above or by email atsupport@projectsolar.com.

Following the execution of the Install Agreement and the site inspection of the Property, you may cancel the Install Agreement as a result of the Partner Installer requiring you to modify the scope of Work, System specifications and/or Contract Price in any material respect relative to the terms contained in the Install Agreement before the actual installation has commenced. Project Solar will reimburse you for all unreturned deposits and all cancellation fees imposed by Partner Installer. Any claim under this cancellation benefit must be made within sixty (60) days following the date of a qualifying termination of the Install Agreement. All claims hereunder must be in writing, be identified as “Cancellation Claim,” and be delivered to us via mail at the address above or by email at support@projectsolar.com. Project Solar will review your claim in accordance with Section 4 below. Upon approval of a claim under this cancellation benefit, Project Solar will thereafter pay you the aggregate amount of unreturned deposits and cancellation fees within sixty (60) days.

a. Production Guarantee.
The amount of AC electricity generation by the System guaranteed by Project Solar for Production Year 1 is ____________ (as adjusted under Section 2(b), the “Guaranteed Annual kWh”). Project Solar guarantees that in each Production Year, the System will generate the Guaranteed Annual kWh for such Production Year, subject to the following terms in this Section 2 (the “Production Guarantee”).

b. Degradation.
The Guaranteed Annual kWh shall degrade and reduce by five percent (5%) for the first year following Production Year 1 and by a half percent (.5%) every year thereafter, throughout the period beginning upon Commencement Date and ending on the earlier of: (a) the twenty-fifth (25th) anniversary thereof; or (b) the termination of this Production Guarantee.

c. Production Year Surplus.
If at the end of a Production Year, the Actual Annual kWh for such Production Year is greater than the Guaranteed Annual kWh for that Production Year, there will be no additional cost to you for this surplus energy. However, this surplus will be carried over and used by Project Solar to offset any future Production Year Deficits.

d. Production Year 1 Adjustment.
If the Actual Annual kWh for Production Year 1 is greater than eighty-five percent (85%) but less than one hundred percent (100%) of the Guaranteed Annual 2 kWh described in Section 2(a), the new Guaranteed Annual kWh for Production Year 1 will be adjusted to the Actual Annual kWh produced in Production Year 1. Any adjustment of the Guaranteed Annual kWh is subject to the degradation schedule outlined in Section 2(b) for subsequent years.

e. No Adjustment on Surplus.
Guaranteed Annual kWh will not be adjusted if the Actual Annual kWh for Production Year 1 exceeds the Guaranteed Annual kWh for Production Year 1.

f. Exclusion Events.
The Production Guarantee does not apply to any failure of the System to achieve Guaranteed Annual kWh for any Production Year, to the extent caused by any of the following exclusion events (“Exclusion Events”):

i. Someone other than Project Solar or its approved service providers shuts down, installs, removes, re-installs, modifies, alters, or repairs the System.

ii. Destruction, damage, or vandalism to the System, or its ability to safely produce energy, which is not caused by conduct of Project Solar, its employees, subcontractors, or agents.

iii. Shading from any new construction or from foliage that is new growth or that is not kept trimmed to its appearance on the date the System was installed.

iv. A power or voltage surge not caused by Project Solar, its employees, subcontractors, or agents, including a grid supply voltage outside of the standard range specified by the utility.

v. Any System failure or lost production not caused by a System defect (e.g., regulatory shutdowns of the System or reroofing the home).

vi. Any failure to maintain the System’s connectivity and/or a working high-speed internet connection.

vii. Any failure to clean excessive buildup of dust, leaves or other debris from panels, the result of which is a material reduction in production.

g. Production Claims.
If at the end of a Production Year, the Actual Annual kWh for the Production Year generated by the System is less than the applicable Guaranteed Annual kWh as mentioned in this Section 2 for that Production Year (a “Production Year Deficit”), then you can make a claim regarding the Production Year Deficit directly to Project Solar under the Production Guarantee (a “Production Claim”). You must make any Production Claim within sixty (60) days following the end of the applicable Production Year. All Production Claims hereunder must be in writing, identified as “Production Claim,” and delivered to Project Solar via mail at the address above or by emailing monitoring@projectsolar.com.

h. Claim Review.
After receiving your Production Claim, Project Solar shall have the right to check the Actual Annual kWh for the applicable Production Year and conduct on-site inspections on the Property to review the production of the System and find out the reasons, if any, which caused the Production Year Deficit. If Project Solar approves a Production Claim, which means a Production Year Deficit has occurred and is not caused by any Exclusion Event, Project Solar will make a Production Year Deficit Payment.

i. Production Year Deficit Payment.
Within thirty (30) days after the approval, we will send you a payment equal to the difference between the Actual Annual kWh for that Production Year and Guaranteed Annual kWh for that Production Year (minus any previous years’ surpluses, as set forth in Section 2(c)), multiplied by $0.15 (a “Production Year Deficit Payment”).

j. Calculation upon Exclusion Events.
In the event any of the Exclusion Events, for purpose of calculating the Production Year Deficit Payment, if any, the production of the System during such 3 event shall be deemed equal to the average production of the prior Production Years during the same period.

k. No Savings Guarantee.
Project Solar has not guaranteed, promised, or otherwise represented any reduction in electricity costs in relation to the System that will be installed on the Property, and further provides no warranty or guarantee for any cost savings from use of the System.

a. Free of Construction and Workmanship Defects.
Project Solar warrants that the Work and the System will be free from defects in construction and workmanship ten (10) years following the Completed Installation (the “Installation Warranty”). This is not a warranty of the entire roof. Project Solar warrants the roof of the Property against damage and water infiltration at each roofing penetration made by Project Solar or its Partner Installers in connection with the installation of the System (the “Existing Roof Warranty” and together with the Installation Warranty, the “Limited Warranty”). If the roof has an existing warranty, you have the sole responsibility of confirming with the roofing contractor who performed the work that the installation of the System will not void any warranty. If the Work will void any existing roof warranty, you proceed knowing that this is the case. Any claim under the Limited Warranty must be made before the expiration of the Limited Warranty.

b. Exclusions.
The Limited Warranty does not extend to (a) normal wear and tear; or (b) damage or failure caused by (i) abuse or material neglect by you, (ii) modifications not performed by or through Project Solar or an affiliate of Project Solar, (iii) the negligent acts or omissions of you or your separate contractors, (iv) defects or deficiencies attributable to force majeure events (e.g., hurricanes, excessive snow, abnormally large hail, etc.), or (v) defects caused by the failure of the structural integrity of the support system because of any earth or fill ground movement. The Existing Roof Warranty shall be void and voidable if work is performed by you or your contractors on the roof during the ten (10) year warranty period without Project Solar’s express agreement.

c. Repair and Replacement.
If you discover a breach of the Limited Warranty and make a timely claim, then, as your sole and exclusive remedy, Project Solar shall repair or replace the defective Work. All claims hereunder must be in writing, be identified as “Warranty Claim,” and be delivered to us via mail at the address above or by email at monitoring@projectsolar.com. Project Solar shall commence and complete such repairs or replacements within a reasonable time after receipt of your notice of warranty claim. If a failure cannot be corrected by Project Solar’s reasonable efforts, the parties will negotiate an equitable solution in good faith.

d. Disputes of Breach of Warranty.
If Project Solar disputes whether a breach of warranty has occurred, any tests of the System shall be as mutually agreed, and Project Solar shall be notified before such testing and may be present at all tests that may be performed.

e. Reservation of Right to Access for Limited Warranty.
Project Solar preserves the right for it or its Partner Installers to access the Property, after reasonable notice to you, to repair, inspect or assess the performance of your System.

f. Exclusive Remedy
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROJECT SOLAR MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, UNDER THIS AGREEMENT, AND PROJECT SOLAR SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

After receiving a claim under Sections 1, 2 or 3 above, Project Solar shall have the right to verify relevant information, the terms of the Install Agreement and require you to provide sufficient supporting documentation to verify your eligibility for benefits under Section 1, 2 or 3, as applicable. Within thirty (30) days of us receiving a claim and all required supporting information and documentation from you, Project Solar will 4 notify the Customer of approval or rejection (and, if rejected, the reason for such rejection and the opportunity to provide additional information and documentation in the event you believe such rejection was incorrect). Project Solar shall have the right to interpret and apply the terms of the Install Agreement (including its schedules and exhibits) and this Agreement for purposes of determining your eligibility for the rights and benefits hereunder. To assure the receipt of your benefits hereunder, please promptly provide all supporting information, documentation, and evidence requested by Project Solar hereunder in connection with a determination of eligibility. You will look only to Project Solar with respect to the rights and benefits described herein. You may not receive any duplicative payments hereunder to the extent you have already recovered for the applicable matter from another source.

The Production Guarantee and the Limited Warranty may be transferable when you convey or transfer the Property to another party. You or the transferee must give notice, in writing, to Project Solar within twenty (20) days from the effective date of the conveyance or transfer. The transfer of the Production Guarantee and the Limited Warranty shall be effective only if the transferee agrees to be bound by the conditions and terms of this Agreement. The transfer of the Production Guarantee and the Limited Warranty shall be effective upon Project Solar’s receipt of the written notice from transferee agreeing to the terms and conditions of the Agreement.

TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL PROJECT SOLAR BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PROPERTY DAMAGE OR ECONOMIC LOSSES. IN THE EVENT OF A DISPUTE, PROJECT SOLAR’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT DETERMINED BY PROJECT SOLAR TO BE PAYABLE HEREUNDER TO YOU OR (B) $10,000.00.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its conflict of laws principles. This Agreement constitutes the entire and only agreement between you and Project Solar, and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, on the subject matter hereof. Except as described in Section 5, you may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Project Solar. Project Solar may assign any of its rights or delegate any of its obligations to any person or entity. Any purported assignment or delegation in violation of this Section is null and void. The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. This Agreement is not intended to and shall not confer any right or benefit on any third party.

This SolarCare™ Benefits and Warranty Agreement (this “Agreement”) is entered into by and between ProjectSolar, Inc. (“Project Solar” or “we”) and the undersigned purchaser (“you”) of a solar photovoltaic system fromProject Solar, to be installed by one of our preferred partner installers (a “Partner Installer”) to an installation agreement to be entered into between you and the applicable Partner Installer (the “Install Agreement”), effective upon the execution of the Install Agreement.

Capitalized terms not otherwise defined herein shall have the definitions set forth in the Install Agreement.At Project Solar, we want to ensure that our relationship with you extends for the life of your System (and beyond),which is why we offer SolarCare™ - we want to be your first point of contact if any questions or issues arise with your System. The purpose of this Agreement is to provide you with assurances that regardless of what may occur with your Partner Installer, now or in the future, you get the benefit of what you agree to in the Install Agreement(and in some cases, better terms than the Install Agreement, as described below). Rest assured, we provide the following guarantees and warranties separate and independent of the Partner Installer and Install Agreement soyou can rest easy knowing Project Solar has your back.

To get the full benefit of SolarCare™, please retain this Agreement for the future. For questions regarding yourSolarCare™ benefits, please contact at any time via mail at the address above or by email atsupport@projectsolar.com.

Following the execution of the Install Agreement and the site inspection of the Property, you may cancel the Install Agreement as a result of the Partner Installer requiring you to modify the scope of Work, System specifications and/or Contract Price in any material respect relative to the terms contained in the Install Agreement before the actual installation has commenced. Project Solar will reimburse you for all unreturned deposits and all cancellation fees imposed by Partner Installer. Any claim under this cancellation benefit must be made within sixty (60) days following the date of a qualifying termination of the Install Agreement. All claims hereunder must be in writing, be identified as “Cancellation Claim,” and be delivered to us via mail at the address above or by email at support@projectsolar.com. Project Solar will review your claim in accordance with Section 4 below. Upon approval of a claim under this cancellation benefit, Project Solar will thereafter pay you the aggregate amount of unreturned deposits and cancellation fees within sixty (60) days.

a. Production Guarantee.
The amount of AC electricity generation by the System guaranteed by Project Solar for Production Year 1 is ____________ (as adjusted under Section 2(b), the “Guaranteed Annual kWh”). Project Solar guarantees that in each Production Year, the System will generate the Guaranteed Annual kWh for such Production Year, subject to the following terms in this Section 2 (the “Production Guarantee”).

b. Degradation.
The Guaranteed Annual kWh shall degrade and reduce by five percent (5%) for the first year following Production Year 1 and by a half percent (.5%) every year thereafter, throughout the period beginning upon Commencement Date and ending on the earlier of: (a) the twenty-fifth (25th) anniversary thereof; or (b) the termination of this Production Guarantee.

c. Production Year Surplus.
If at the end of a Production Year, the Actual Annual kWh for such Production Year is greater than the Guaranteed Annual kWh for that Production Year, there will be no additional cost to you for this surplus energy. However, this surplus will be carried over and used by Project Solar to offset any future Production Year Deficits.

d. Production Year 1 Adjustment.
If the Actual Annual kWh for Production Year 1 is greater than eighty-five percent (85%) but less than one hundred percent (100%) of the Guaranteed Annual 2 kWh described in Section 2(a), the new Guaranteed Annual kWh for Production Year 1 will be adjusted to the Actual Annual kWh produced in Production Year 1. Any adjustment of the Guaranteed Annual kWh is subject to the degradation schedule outlined in Section 2(b) for subsequent years.

e. No Adjustment on Surplus.
Guaranteed Annual kWh will not be adjusted if the Actual Annual kWh for Production Year 1 exceeds the Guaranteed Annual kWh for Production Year 1.

f. Exclusion Events.
The Production Guarantee does not apply to any failure of the System to achieve Guaranteed Annual kWh for any Production Year, to the extent caused by any of the following exclusion events (“Exclusion Events”):

i. Someone other than Project Solar or its approved service providers shuts down, installs, removes, re-installs, modifies, alters, or repairs the System.

ii. Destruction, damage, or vandalism to the System, or its ability to safely produce energy, which is not caused by conduct of Project Solar, its employees, subcontractors, or agents.

iii. Shading from any new construction or from foliage that is new growth or that is not kept trimmed to its appearance on the date the System was installed.

iv. A power or voltage surge not caused by Project Solar, its employees, subcontractors, or agents, including a grid supply voltage outside of the standard range specified by the utility.

v. Any System failure or lost production not caused by a System defect (e.g., regulatory shutdowns of the System or reroofing the home).

vi. Any failure to maintain the System’s connectivity and/or a working high-speed internet connection.

vii. Any failure to clean excessive buildup of dust, leaves or other debris from panels, the result of which is a material reduction in production.

g. Production Claims.
If at the end of a Production Year, the Actual Annual kWh for the Production Year generated by the System is less than the applicable Guaranteed Annual kWh as mentioned in this Section 2 for that Production Year (a “Production Year Deficit”), then you can make a claim regarding the Production Year Deficit directly to Project Solar under the Production Guarantee (a “Production Claim”). You must make any Production Claim within sixty (60) days following the end of the applicable Production Year. All Production Claims hereunder must be in writing, identified as “Production Claim,” and delivered to Project Solar via mail at the address above or by emailing monitoring@projectsolar.com.

h. Claim Review.
After receiving your Production Claim, Project Solar shall have the right to check the Actual Annual kWh for the applicable Production Year and conduct on-site inspections on the Property to review the production of the System and find out the reasons, if any, which caused the Production Year Deficit. If Project Solar approves a Production Claim, which means a Production Year Deficit has occurred and is not caused by any Exclusion Event, Project Solar will make a Production Year Deficit Payment.

i. Production Year Deficit Payment.
Within thirty (30) days after the approval, we will send you a payment equal to the difference between the Actual Annual kWh for that Production Year and Guaranteed Annual kWh for that Production Year (minus any previous years’ surpluses, as set forth in Section 2(c)), multiplied by $0.15 (a “Production Year Deficit Payment”).

j. Calculation upon Exclusion Events.
In the event any of the Exclusion Events, for purpose of calculating the Production Year Deficit Payment, if any, the production of the System during such 3 event shall be deemed equal to the average production of the prior Production Years during the same period.

k. No Savings Guarantee.
Project Solar has not guaranteed, promised, or otherwise represented any reduction in electricity costs in relation to the System that will be installed on the Property, and further provides no warranty or guarantee for any cost savings from use of the System.

a. Free of Construction and Workmanship Defects.
Project Solar warrants that the Work and the System will be free from defects in construction and workmanship ten (10) years following the Completed Installation (the “Installation Warranty”). This is not a warranty of the entire roof. Project Solar warrants the roof of the Property against damage and water infiltration at each roofing penetration made by Project Solar or its Partner Installers in connection with the installation of the System (the “Existing Roof Warranty” and together with the Installation Warranty, the “Limited Warranty”). If the roof has an existing warranty, you have the sole responsibility of confirming with the roofing contractor who performed the work that the installation of the System will not void any warranty. If the Work will void any existing roof warranty, you proceed knowing that this is the case. Any claim under the Limited Warranty must be made before the expiration of the Limited Warranty.

b. Exclusions.
The Limited Warranty does not extend to (a) normal wear and tear; or (b) damage or failure caused by (i) abuse or material neglect by you, (ii) modifications not performed by or through Project Solar or an affiliate of Project Solar, (iii) the negligent acts or omissions of you or your separate contractors, (iv) defects or deficiencies attributable to force majeure events (e.g., hurricanes, excessive snow, abnormally large hail, etc.), or (v) defects caused by the failure of the structural integrity of the support system because of any earth or fill ground movement. The Existing Roof Warranty shall be void and voidable if work is performed by you or your contractors on the roof during the ten (10) year warranty period without Project Solar’s express agreement.

c. Repair and Replacement.
If you discover a breach of the Limited Warranty and make a timely claim, then, as your sole and exclusive remedy, Project Solar shall repair or replace the defective Work. All claims hereunder must be in writing, be identified as “Warranty Claim,” and be delivered to us via mail at the address above or by email at monitoring@projectsolar.com. Project Solar shall commence and complete such repairs or replacements within a reasonable time after receipt of your notice of warranty claim. If a failure cannot be corrected by Project Solar’s reasonable efforts, the parties will negotiate an equitable solution in good faith.

d. Disputes of Breach of Warranty.
If Project Solar disputes whether a breach of warranty has occurred, any tests of the System shall be as mutually agreed, and Project Solar shall be notified before such testing and may be present at all tests that may be performed.

e. Reservation of Right to Access for Limited Warranty.
Project Solar preserves the right for it or its Partner Installers to access the Property, after reasonable notice to you, to repair, inspect or assess the performance of your System.

f. Exclusive Remedy
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROJECT SOLAR MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, UNDER THIS AGREEMENT, AND PROJECT SOLAR SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

After receiving a claim under Sections 1, 2 or 3 above, Project Solar shall have the right to verify relevant information, the terms of the Install Agreement and require you to provide sufficient supporting documentation to verify your eligibility for benefits under Section 1, 2 or 3, as applicable. Within thirty (30) days of us receiving a claim and all required supporting information and documentation from you, Project Solar will 4 notify the Customer of approval or rejection (and, if rejected, the reason for such rejection and the opportunity to provide additional information and documentation in the event you believe such rejection was incorrect). Project Solar shall have the right to interpret and apply the terms of the Install Agreement (including its schedules and exhibits) and this Agreement for purposes of determining your eligibility for the rights and benefits hereunder. To assure the receipt of your benefits hereunder, please promptly provide all supporting information, documentation, and evidence requested by Project Solar hereunder in connection with a determination of eligibility. You will look only to Project Solar with respect to the rights and benefits described herein. You may not receive any duplicative payments hereunder to the extent you have already recovered for the applicable matter from another source.

The Production Guarantee and the Limited Warranty may be transferable when you convey or transfer the Property to another party. You or the transferee must give notice, in writing, to Project Solar within twenty (20) days from the effective date of the conveyance or transfer. The transfer of the Production Guarantee and the Limited Warranty shall be effective only if the transferee agrees to be bound by the conditions and terms of this Agreement. The transfer of the Production Guarantee and the Limited Warranty shall be effective upon Project Solar’s receipt of the written notice from transferee agreeing to the terms and conditions of the Agreement.

TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL PROJECT SOLAR BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PROPERTY DAMAGE OR ECONOMIC LOSSES. IN THE EVENT OF A DISPUTE, PROJECT SOLAR’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT DETERMINED BY PROJECT SOLAR TO BE PAYABLE HEREUNDER TO YOU OR (B) $10,000.00.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its conflict of laws principles. This Agreement constitutes the entire and only agreement between you and Project Solar, and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, on the subject matter hereof. Except as described in Section 5, you may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Project Solar. Project Solar may assign any of its rights or delegate any of its obligations to any person or entity. Any purported assignment or delegation in violation of this Section is null and void. The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. This Agreement is not intended to and shall not confer any right or benefit on any third party.