Common use of Fees and Invoicing Clause in Contracts

Fees and Invoicing. 5.1 Company shall pay or cause to be paid to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 5.1. Company shall pay or cause to be paid to the Manager a fee of [Redacted — commercially sensitive information] per USD$[***]per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 5.2. In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, USD$[Redacted — commercially sensitive information***] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, USD$[Redacted — commercially sensitive information***]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 Company shall pay or cause to be paid The fees applicable to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”)Transfer Agent Services, which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in Exhibit A (the “Fees”). Client agrees to pay the Fees within thirty (30) days after its receipt of an Approved Program and Budgetinvoice from Broadridge. Manager acknowledges and agrees If Client fails to pay any amounts due under this Agreement that to the extent any Approved Third-Party Expenses are not included subject to a good faith dispute within thirty (30) days after the due date therefor, Client shall, upon demand, pay interest at the rate of 1-1/2% per month (but in an Approved Program no event more than the highest interest rate allowable by law) on such delinquent amounts from the due date until the date of payment. Client shall be responsible for, and Budgetshall pay to Broadridge all reasonable, documented out of pocket expenses incurred by Broadridge in connection with performing the Transfer Agent Services as set forth in Exhibit A, including certain out of pocket expenses to be paid in advance, such Approved Third-Party Expenses may not be incurred unless (as postage and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees transportation costs; provided however that (ai) Approved Third-Party Expenses prior to Production Commencement Client shall not be responsible for any expenses incurred by Broadridge as a result of Broadridge’s fraud, willful misconduct, bad faith, violation of applicable laws or gross negligence in the performance, or from the reckless disregard by it, of its obligations and duties under this Agreement, and (ii) the prior written consent of Client shall be required prior to the incurrence of any individual expenses that are (x) not specifically itemized in Exhibit A and (y) are greater than $2,500. If Client fails to pay undisputed Fees for a period of one hundred and twenty (120) days or more, Broadridge retains the right to delay any Transfer Agent Services requested by Client until the outstanding balance has been paid in accordance with Section 5.3 and (b) full; provided however that in the event that Client has not paid such undisputed Fees for a period of ninety (90) days, Broadridge will provide written notice of such non-payment to Client. In the Company does not have sufficient cash event that any Fees are disputed, Client shall, on hand or before the due date, pay all undisputed amounts due hereunder and notify Broadridge in writing of any disputed charges for Fees which it is disputing in good faith. In the event that any out of pocket expenses are disputed, Client shall, on or before the due date, pay all undisputed out of pocket expenses due hereunder and notify Broadridge in writing of any disputed charges for out of pocket expenses which it is disputing in good faith. The parties shall confer with each other in good faith to pay try to find a consensual resolution to any disputed charges. In the Approved Third-Party Expensesevent that such parties are unable to resolve any such disputed charges after a reasonable period of time, no Contribution Notice shall be submitted or delivered then either party may seek an order of a court of competent jurisdiction to the Members to request additional capital to be contributed to the Company in order to fund resolve such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreementdispute.

Fees and Invoicing. 5.1 5.1. Company shall pay or cause to be paid to the Manager a fee of USD$[Redacted — commercially sensitive information***] per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 5.2. In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, USD$[Redacted — commercially sensitive information***] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, USD$[Redacted — commercially sensitive information***]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

Fees and Invoicing. 5.1 Company shall You must pay Dbvisit the applicable Fees as set out in the Order Document or cause signed Statement of Work for all Implementation Services provided by Dbvisit. 5.2 If the Fees are based on an hourly consulting rate then Dbvisit may from time to be paid time provide you with estimates of the amount of time involved in providing you with Implementation Services (and/or an estimate of the amount of Fees payable). Dbvisit will make any such estimates in good faith, however such estimates are non-binding, and you must pay Dbvisit the Fees in respect of the total actual time spent by Dbvisit in providing you with Implementation Services regardless of any estimates given. 5.3 If the Fees are based on an hourly consulting rate then Dbvisit will maintain a record of the time spent in providing you with Assistance and will make those records available to you on request. 5.4 In addition to the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue Fees payable to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted Dbvisit in accordance with this Agreement. Manager shall not charge or collect any fees Section 5, you will reimburse Dbvisit for all expenses incurred in excess providing you with the Implementation Services, on production of the Management Fee orapplicable receipts. 5.5 To avoid doubt, from if you and after approval thereofDbvisit agree that Implementation Services will be provided to you at your premises or at any other location specified by you, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee you will reimburse Dbvisit for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid reasonable travel expenses incurred by Dbvisit in accordance with Section 5.35.4 and, and (b) in if the event the Company does not have sufficient cash Fees are based on hand to an hourly consulting rate pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to applicable hourly rates for the Members to request additional capital to be contributed to time spent by Dbvisit on such travel. 5.6 Dbvisit will provide you with an invoice for all amounts due and payable under this Agreement. You must pay the Company in order to fund such Approved Management Fees, but instead, sum set out in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) invoice within 30 days of the Company LLC Agreement. For date of the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued invoice in accordance with Section 7.15 of the Company LLC Agreementelectronic transfer details set out in the Order Document. Unless otherwise stated, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to all amounts payable under this Agreement.: 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses are exclusive of any sales tax, goods and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred services tax or value added tax payable which must be paid by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (includingyou, if applicable, regarding allocation between at the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision time of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail payment of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget or other adjustment to the Management Fees or the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and each invoice; and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered paid gross without deduction of any withholding taxes and, if subject to any withholding taxes, you shall ensure that such sum is paid to Dbvisit as shall, after deduction of any withholding tax, be equivalent to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreementdue.

Fees and Invoicing. 5.1 Company shall pay or cause to 6.1 The Charges and any applicable expenses will be paid to calculated as detailed in the Manager a fee of [Redacted — commercially sensitive information] per month for the Services performed by Manager hereunder (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until the required Specified Approval of the Company is obtained for any revised Management Fee, the Company shall continue to pay or cause to be paid to the Manager the prior Approved Management Fee (increased by CPI), which shall be deemed to be the Approved Management Fee under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1Work Order. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement Client shall not be paid charged for time when Services are not being performed except in accordance circumstances where, following commencement or the Work Order, the Client does not require performance of the Services despite the Personnel’s availability, subject to the notice period referred to in Clause 11.1. 6.2 The Service Provider shall issue invoices (either manually or electronically at the Service Provider’s discretion) for the Charges to the Client monthly in arrears in respect of the Services with Section 5.3, VAT (or equivalent) added where applicable and (b) the Client shall pay each such invoice within 30 days of the invoice date. 6.3 If local laws in the event jurisdiction within which the Company does not have sufficient cash on hand to pay Services are performed necessitate additional local costs, taxes, withholdings or any other types of payments whatsoever from, or in addition to, the Approved Management FeesCharges, no Contribution Notice the Service Provider shall be submitted entitled to add such amounts to its invoice and charge them as administrative expenses. 6.4 The Service Provider’s invoices shall be supported by Records of Work of such frequency and content as agreed with the Client in relation to a Work Order. The Client shall promptly verify and approve (whether manually or delivered to electronically through the Members to request additional capital to be contributed to System) all Records of Work that accurately record the Company in order to fund such Approved Management Fees, but insteadwork performed. Client approval shall constitute irrevocable acceptance, in each casethe absence of fraud, such amount shall be accrued by that the Company Services have been satisfactorily performed as reflected in the Record of Work and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of that the Company LLC AgreementService Provider may invoice the Client for its Charges accordingly. For the avoidance of doubt, no failure to approve an accurate Record of Work shall not absolve the Client from paying the Service Provider for Charges properly due. 6.5 Where the Client requires a purchase order or some other form of unique reference (“Purchase Order”) to be issued in order for the Service Provider to submit invoices, the Service Provider will not be obliged to commence the Services until such Purchase Order is provided. In the event that the Service Provider is specifically required by the Client to commence a Work Order before a Purchase Order is raised, the Client agrees that it will be obliged to make payment is required for of any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued corresponding invoice received from the Service Provider in accordance with Section 7.15 of Clause 6.2 whether or not the Company LLC AgreementPurchase Order has been, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreementor is subsequently, provided. 5.2 In addition to 6.6 Where a Purchase Order has expired or the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall Provider has not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one handreceived a Purchase Order, and the Company GroupService Provider has been unsuccessful in its reasonable attempts to obtain a Purchase Order from the Client, on without prejudice to any of its other rights in the other hand). “Approved Third-Party Expenses” means all amounts Terms, the Service Provider reserves the right (in its sole discretion) to be paid to third parties (including Governmental Authorities), including Service Providers, in connection with the provision of suspend the Services or terminate the Work Order without liability arising from such suspension or termination. In the event that have there is a delay in the Client making payment to the Service Provider as a result of a Purchase Order having expired or not having been approved provided by the Company by Specified Approval or are set forth Client, the Service Provider reserves the right to charge an administration fee of 2% in an Approved Program addition to interest of 8% above the current European Central Bank base rate. The Client acknowledges that this administration fee is fair and Budget. Manager acknowledges and agrees that reasonable given the Service Provider’s reasonable attempts to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses obtain a Purchase Order. 6.7 The Client may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail set off or retain payments of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D. In connection with seeking any approval of an Approved Program and Budget Charges, or other adjustment to payments which are owed by it, against amounts which are due, or which the Management Fees or Client claims are due, from the Approved Third- Party Expenses, Manager shall provide to Service Provider without the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this AgreementService Provider’s written consent.

Fees and Invoicing. 5.1 Company 3.1 <Organisation> shall pay or cause to be paid to Netcraft the Manager a fee of [Redacted — commercially sensitive information] per month for Subscription Fee(s) specified in each SOW in the Services performed by Manager hereunder currency specified in the SOW (the “Management Fee”), which amount shall be adjusted annually with the Specified Approval of the Company (any such approved Management Fee, an “Approved Management Fee” and, together with the Management Fee, the “Management Fees”); provided that until . 3.2 Netcraft may during a Subscription Period increase any Fee if the required Specified Approval scope of the Company is obtained Services are increased at <Organisation>'s written request. Any increased Fee shall be agreed with <Organisation> and due when calculated by Netcraft and invoiced to <Organisation>. 3.3 Fees for each initial Subscription Period for each SOW shall be due upon the signature of the corresponding SOW by <Organisation> and for each subsequent Subscription Period, the Fees therefore shall become due and payable on or before the first day thereof. Subject to the earlier termination provided in Condition 2, Netcraft will submit a renewal invoice for the appropriate Fee(s) prior to the expiry of the then current Subscription Period of each SOW. If <Organisation> does not pay the renewal invoice on or before the due date of payment then the SOW shall be deemed to have been terminated by <Organisation> on the expiry of the then current Subscription Period. 3.4 All invoices will be payable as specified in each SOW. <Organisation> shall notify Netcraft within 10 (ten) days of receipt of any invoice which it considers inaccurate or not due for any revised Management Feereason. 3.5 All invoices shall be sent by electronic mail to <Organisation> unless <Organisation> has notified Netcraft that they should be sent by post in which case they will be sent to Example Address, the Company or other address as provided by <Organisation>. 3.6 All Fees are exclusive of Value Added Tax (“VAT”) or any other similar taxes which if appropriate shall continue to pay or cause to be paid additionally at the then prevailing rate by <Organisation>. 3.7 If <Organisation> is required by law to make any deduction or withholding from any Fees payable hereunder the Manager the prior Approved Management Fee (increased by CPI), which invoice amount shall be deemed to be the Approved Management Fee net amount after the deduction of the withheld amount. 3.8 If any Fees payable under this Agreement until a new Approved Management Fee is adopted in accordance with this Agreement. Manager shall not charge or collect any fees in excess of the Management Fee or, from are overdue then without prejudice to its other rights and after approval thereof, an Approved Management Fee (it being understood that the Manager shall have no right to adjust the Management Fee pursuant to Section 7.6 of the Company LLC Agreement or otherwise), and the Manager acknowledges and agrees that in no event shall any Emergency Expense or Sustaining Expense adjustment constitute a portion of the Management Fee for the purposes of any CPI increases pursuant to this Section 5.1. The Manager acknowledges and agrees that (a) Approved Management Fees prior to Production Commencement shall not be paid in accordance with Section 5.3, and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Management Fees, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Management Fees shall be subject to Sections 7.15 and 9.1(a)(ii) of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Management Fees under this Agreement if such Approved Management Fees are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Management Fees that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement. 5.2 In addition to the Management Fees, the Company will reimburse Manager for (a) Emergency Expenses and Sustaining Expenses, and (b) the amount of the Approved Third-Party Expenses incurred by Manager in connection with the Services performed by third-party Service Providers and consistent with the then Approved Third-Party Expenses. As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information]. Subject to Section 3.3, Approved Third-Party Expenses may be incurred by Manager in the name of the Company Group or incurred in the name of Manager, and Company shall pay or reimburse such Approved Third-Party Expenses promptly after receiving an invoice therefore together with reasonable supporting documentation (including, if applicable, regarding allocation between the Manager and its Affiliates, on the one hand, and the Company Group, on the other hand). “Approved Third-Party Expenses” means all amounts to be paid to third parties remedies (including Governmental Authorities), including Service Providers, in connection with the provision suspension of the Services that have been approved by the Company by Specified Approval or are set forth in an Approved Program and Budget. Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval. The Management Fee and detail of Approved Third-Party Expenses as termination of the Effective Date are set forth relevant SOW), Netcraft may charge interest as from the invoice date on Schedule D. a day to day basis on any sum outstanding at its due date for payment. In connection with seeking any approval respect of an Approved Program and Budget or other adjustment to invoices payable in Sterling, interest will accrue at the Management Fees or rate of 2% (two percent) over the Approved Third- Party Expenses, Manager shall provide to the Company such documentation as the Company may reasonably request. The Manager acknowledges and agrees that (a) Approved Third-Party Expenses prior to Production Commencement shall not be paid in accordance with Section 5.3 and (b) in the event the Company does not have sufficient cash on hand to pay the Approved Third-Party Expenses, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such Approved Third-Party Expenses, but instead, in each case, such amount shall be accrued by the Company and such accrued and unpaid Approved Third-Party Expenses shall be subject to Sections 7.15 and 9.1(a)(ii) then base rate of the Company LLC Agreement. For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this AgreementBarclays Bank Plc.