Common use of General Clause in Contracts

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. 12.1 This Agreement (aincluding the Schedule thereto) You agree constitutes the entire agreement among the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise among the parties with respect to the subject matter herein. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing. 12.2 The parties shall from time to time prior to or after Closing execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement. 12.3 Any amendments hereto or waivers in respect hereof shall only be effective if made in writing and executed by the parties thereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for. 12.4 Time is of the essence of this Agreement. Any failure to exercise any rights provided for hereunder shall not, in the absence of a waiver in accordance with the terms hereof, affect the subsequent enforcement of such right. 12.5 The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of the remainder of the Agreement or any other provision hereof. In the event that you any provision hereof is invalid or unenforceable in a given jurisdiction, that shall not affect the validity or enforceability of the provision in any other jurisdiction. The courts shall have the power to enter into modify this LicenseAgreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law. (b) You will 12.6 This Agreement and any rights herein or hereto shall not be entitled assigned or otherwise transferred by any party hereto without the express written consent of the other parties hereto. This Agreement shall enure to withhold by way the benefit of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may and be owed to youbinding upon the parties hereto and their respective successors and permitted assigns. (c) Coffs Coast Accommodation will 12.7 This Agreement shall be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are exclusively governed by and construed in accordance with the laws of British Columbia and the State laws of Canada applicable therein. For the purposes of all legal proceedings, this Agreement shall be deemed to have been made and performed in which British Columbia, and the accommodation is located. You parties hereby irrevocably agree to submit to that the courts of British Columbia shall have exclusive jurisdiction of the Courts of that Stateto entertain any action arising under this Agreement. (h) If you breach these terms 12.8 This Agreement may be executed and conditions delivered in two or more counterparts and Coffs Coast Accommodation decides by facsimile and by electronic delivery. Each such counterpart, facsimile and electronically delivered copy shall be deemed to take no action form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachdelivery.

General. (a) You agree that you have the power to enter into this License. (b) You will not 9.1 This Escrow Agreement shall be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and be construed and enforced in accordance with the laws of the State of New York, exclusive of conflicts of laws provisions thereunder. The parties hereto consent to the jurisdiction of all courts of the State of New York and the venue of the courts located in the county in which the accommodation Escrow Agent is locatedlocated to resolve all disputes pertaining to this Agreement and any ancillary agreements entered into in furtherance of the purposes hereof and agree that such jurisdiction shall be exclusive. You agree Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to submit service of process by mail or in any other manner permitted by applicable law and consents to the exclusive jurisdiction of the Courts courts located in the State of that StateNew York. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control. (h) If you 9.2 The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 9.3 This Agreement sets forth the entire agreement and understanding of the parties in respect to this Agreement and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof. 9.4 This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver of any party of any condition, or of the breach these terms and conditions and Coffs Coast Accommodation decides of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to take no action be construed as a further or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for continuing waiver of any such condition or breach or a waiver of any other breachcondition or of the breach of any other terms of this Agreement. 9.5 This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party. 9.6 This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns. 9.7 The Escrow Agent shall have the right to withhold an amount equal to the amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement.

General. 19.1 Except as required by law or the policies of the CSE (a) You agree that you have which the power Parties acknowledge will, among other things, require this Agreement to enter into be filed on SEDAR and a press release regarding this LicenseAgreement), no public announcement or press release concerning this Agreement or the subject matter hereof may be made by a Party without the prior consent and approval of the other Party, which consent and approval shall not be unreasonably withheld. 19.2 This Agreement (bincluding all schedules attached hereto), any Placement Notices issued pursuant hereto and any Settlement Procedures agreed to by the Parties constitute the entire agreement between the Parties concerning the subject matter hereof, and supersede all other prior and contemporaneous agreements, understandings, negotiations and undertakings (both written and oral) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youbetween the Parties concerning the subject matter hereof. (c) Coffs Coast Accommodation will 19.3 No amendment to this Agreement shall be entitled to sub-contract valid or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be binding unless set forth in writing and executed by the Parties. No waiver of any breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived. 19.4 If any one or more of the provisions hereof, or the application thereof in any circumstance, is held not to be valid invalid, illegal or unenforceable as determined by a Court court of competent jurisdiction but would be valid if part of the wording were deletedjurisdiction, then such provision shall apply with such deletions as may be necessary given full force and effect to make the fullest possible extent that it is valid. If any , legal and enforceable, and the remainder of the provisions in these hereof shall be construed as if such invalid, illegal or unenforceable provision was not and had never been contained herein, but only to the extent that giving effect to such provision and the remainder of the terms are held not to and provisions hereof shall be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws intent of the State Parties as reflected in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that Statethis Agreement. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. 15.1 This Agreement (awhich includes the content of all schedules hereto) You agree that you have embodies and sets forth the power entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to enter into the subject matter of this License. (b) You will not Agreement. Neither party shall be entitled to withhold rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement. 15.2 This Agreement shall not be amended, modified, varied or supplemented except in writing signed by way duly authorised representatives of set-off, deduction or counterclaim the parties. 15.3 In the event that either party requires the other party to execute any amounts further document which you owe to Coffs Coast Accommodation against any amounts that may be owed reasonably required for the purpose of recording or memorialising any licence granted hereunder, the party receiving such request shall promptly execute such further document provided that the terms of such document are substantially similar to youthe terms of the licence granted herein and do not operate to modify, amend or supplement in any way the terms of the licence granted herein. (c) Coffs Coast Accommodation will be entitled 15.4 No failure or delay on the part of either party hereto to sub-contract exercise any right or delegate their obligations remedy under this agreementAgreement shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or remedy under this Agreement preclude the exercise of any other right or remedy or preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law. (d) Coffs Coast Accommodation would 15.5 Any announcement, disclosure or publicity relating to a Typhoid Project or the contents of this Agreement shall not be liable made by either party hereto without first obtaining the written approval of the other. Nothing shall restrict a party from making any disclosure of a Typhoid Project or the contents of this Agreement as required by law or regulation, nor, in response to you third party enquiries, from acknowledging the existence of this Agreement as a development agreement in respect of attenuated strains of Salmonella Typhi for human vaccines. 15.6 Nothing herein shall constitute the relationship of employer and employee or any partnership, and it is expressly agreed that neither party hereto will hold itself out as an agent of the other party. 15.7 This Agreement shall inure to the benefit of and be deemed binding upon the parties hereto, their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to be in breach of these terms confer upon any person, other than the parties hereto, any rights or remedies under or by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlthis Agreement. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations 15.8 The invalidity or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if unenforceability of any provision of these this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Furthermore, upon the request of either party hereto, the parties to this Agreement shall add, in lieu of such invalid or unenforceable provisions, provisions as similar in terms is held to such invalid or unenforceable provisions may be possible and legal, valid and enforceable. 15.9 The captions to the clauses contained in this Agreement are for reference only, they do not to be valid by form a Court of competent jurisdiction but would be valid if substantive part of the wording were deletedthis Agreement, then such and shall not restrict or enlarge any substantive provision shall apply with such deletions as of this Agreement. 15.10 This Agreement may be necessary to make it valid. If executed in any number of counterparts, each of which shall be considered an original but all of which shall constitute the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed Agreement by and construed in accordance with among the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that Stateparties. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree ▇▇.▇. ▇▇ the event that you have the power to enter into any provision or part of this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or Agreement shall be deemed to be in breach of these terms by reason of any delay in performing, void or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid invalid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be validjurisdiction, the remaining provisions provisions, or parts of these terms it shall be and remain in full force and effect. (g) These conditions 13.2. This Agreement constitutes the entire Agreement between the Parties with respect to their relationship and any and all previous agreements, written or oral, expressed or implied between the Parties or on their behalf relating to their relationship are terminated and cancelled and each of the Parties forever releases and discharges the other of and from all manner of actions, causes of action, claim or demands whatsoever under or in respect of any agreement. 13.3. Any modification to this Agreement must be in writing and signed by the Parties hereto. 13.4. This Agreement shall be governed by and construed in accordance with the laws of the State in which Province of ***** and the accommodation is located. You parties agree to submit that they will attorn to the exclusive jurisdiction of the Courts of that State*****. (h) If you breach these 13.5. All terms and conditions words used in this Agreement, regardless of the number and Coffs Coast Accommodation decides gender in which they are used shall be deemed and construed to take no action include any other number, singular or neglects plural, and any other gender, masculine or feminine or neuter as the context or sense of this Agreement or any paragraph or clause herein may require, the same as if such words had been fully and properly written in the appropriate number and gender. 13.6. Time shall be of the essence of this Agreement and every part thereof. 13.7. This Agreement is personal to the parties hereto and shall not be assigned without the written consent of the other party hereto, which consent shall not be unreasonably withheld. 13.8. This Agreement shall be binding upon and ensure to the benefit of the Parties hereto, their respective heirs, executors, administrators and assigns. 13.9. The Dental Hygienist confirms that it has been recommended to the Dental Hygienist that the Dental Hygienist consult a solicitor and obtain independent legal advice prior to the execution of this contract. The Dental Hygienist confirms that he or she has voluntarily declined to seek independent legal advice despite being given every opportunity to do so, then Coffs Coast Accommodation will still be entitled to take action . The Dental Hygienist confirms that he or she has signed this Agreement voluntarily and enforce their rights with full understanding of the nature and remedies for any other breachconsequences of the Agreement.

General. (a) You agree that you have 14.1 Except as herein otherwise provided, no subsequent alteration, amendment, change, or addition to this Agreement will be binding upon the power parties hereto unless reduced to enter into this Licensewriting and signed by the parties. (b) You 14.2 This Agreement will not enure to the benefit of and be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between binding upon the parties and supersede any previous marketing informationtheir respective heirs, representations or agreements whether recorded in writing or otherwiseexecutors, administrators and successors. (f) 14.3 The parties agree that these terms are fair will execute and reasonable in deliver all the circumstances. Howeversuch further documents, if any provision of these terms is held not do or cause to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleteddone all such further acts and things, then and give all such provision shall apply with such deletions further assurances as may be necessary to make it validgive full effect to the provisions and intent of this Agreement. 14.4 The Company will, at the Director’s request, provide all necessary documents to the Escrow Agent necessary to carry out the intent of this Agreement. If the Director or the Company is comprised of more than one person, then tender on any one of those persons will be sufficient. 14.5 If any one or more of the provisions contained in these terms are held this Agreement should be invalid, illegal or unenforceable in any respect, the validity legality and enforceability of such provision or provisions will not to in any way be validaffected or impaired thereby in any other jurisdiction and the validity, legality, and enforceability of the remaining provisions of these terms shall remain will not in full force and effectany way be affected or impaired thereby in any other jurisdiction. (g) These conditions are 14.6 This Agreement will be governed by and construed in accordance with the laws of British Columbia. 14.7 Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail. Any notice delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the State in which day the accommodation notice was delivered, or the electronic communication was successfully transmitted, as the case may be. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is located. You agree to submit to a strike, lockout, or other labour disturbance affecting postal service, then the exclusive jurisdiction notice will not be effectively given until actually delivered. 14.8 Time is of the Courts essence of that Statethis Agreement. (h) If you breach these terms 14.9 It is understood and conditions agreed by the parties to this Agreement that the only duties and Coffs Coast Accommodation decides to take obligations of the Escrow Agent are those specifically stated herein and no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachother.

General. (a) You agree that you have 11.1 Time is of the power to enter into this Licenseessence hereof. (b) You 11.2 Neither this Subscription Agreement nor any provision hereof will not be entitled to withhold modified, changed, discharged or terminated except by way of set-offan instrument in writing signed by the party against whom any waiver, deduction change, discharge or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youtermination is sought. (c) Coffs Coast Accommodation 11.3 The parties hereto will execute and deliver all such further documents and instruments and do all such acts and things as may either before or after the execution of this Subscription Agreement be reasonably required to carry out the full intent and meaning of this Subscription Agreement. 11.4 This Subscription Agreement will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performingsubject to, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of Ontario and the State in which laws of Canada as applicable therein and the accommodation is located. You agree to submit Subscriber hereby irrevocably attorns to the exclusive jurisdiction of the Courts of that Statesituate therein. (h) If you breach these 11.5 This Subscription Agreement may not be assigned by any party hereto. 11.6 Without limitation, this Subscription Agreement and the transactions contemplated hereby are conditional upon and subject to the Issuer receiving the acceptance of the Exchange for this Subscription Agreement and the transactions contemplated hereby. 11.7 The Issuer will be entitled to rely on delivery of a facsimile copy of this Subscription Agreement, and acceptance by the Issuer of a facsimile copy of this Subscription Agreement will create a legal, valid and binding agreement between the Subscriber and the Issuer in accordance with its terms. 11.8 This Subscription Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed will be deemed to be an original, and all such counterparts together will constitute one and the same instrument. 11.9 This Subscription Agreement is deemed to be entered into on the acceptance date by Issuer, notwithstanding its actual date of execution by the Subscriber. 11.10 This Subscription Agreement, including, without limitation, the representations, warranties, acknowledgements and covenants contained herein, will survive and continue in full force and effect and be binding upon the parties notwithstanding the completion of the purchase of the Units by the Subscriber pursuant hereto, the completion of the issue of Shares and Warrants of the Issuer and any subsequent disposition by the Subscriber of the Shares or Warrants Shares. 11.11 The invalidity or unenforceability of any particular provision of this Subscription Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement. 11.12 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, including the Board Observer Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Units and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute, by common law, by the Issuer, by the Subscriber, or by anyone else. In the event that execution pages are delivered to the Issuer without this entire Agreement, the Issuer is entitled to assume that the Subscriber, and each beneficial purchaser for whom it is acting, has accepted all of the terms and conditions and Coffs Coast Accommodation decides to take no action contained in the parts of this Subscription Agreement that are not returned, without amendment or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachmodification. 11.13 All monetary amounts expressed herein are Canadian Dollars.

General. 35.1 Each of the obligations, warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and shall not be affected by the waiver of any condition or any notice given by the relevant Party in respect of any condition. 35.2 Where any obligation, warranty or undertaking in this agreement is expressed to be made, undertaken or given by two or more parties, they shall be jointly and severally responsible in respect of it. 35.3 If there is any conflict between the terms of this agreement and any other Transaction Document, the terms of this agreement shall prevail. 35.4 Other than in relation to clause 7 (including Schedule 10) and clause 23.3, time is not of the essence in relation to any obligation under this agreement unless: (a) You agree time is expressly stated to be of the essence in relation to that you have the power to enter into this License.obligation; or (b) You will not be entitled one Party fails to withhold perform an obligation by way the time specified in this agreement and the other Party/ies serve(s) a notice on the defaulting Party requiring it to perform the obligation by a specified time and stating that time is of set-off, deduction or counterclaim any amounts which you owe the essence in relation to Coffs Coast Accommodation against any amounts that obligation. 35.5 This agreement may be owed executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any Party (including any duly authorised representative of a Party) may enter into this agreement by executing a counterpart. Faxed or scanned signatures are taken to yoube valid and binding to the same extent as original signatures. Delivery of a counterpart of this agreement by email attachment shall be an effective mode of delivery. 35.6 The rights of each Party under this agreement: (a) may be exercised as often as necessary (in whole or in part); (b) except as otherwise expressly provided in this agreement, are cumulative and not exclusive of rights and remedies provided by law; and (c) Coffs Coast Accommodation may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right and will be entitled not affect any such right in relation to sub-contract or delegate their obligations under this agreementany other Party. (d) Coffs Coast Accommodation would not be liable to you 35.7 Nothing in this agreement or any other Transaction Document will be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement constitute a partnership between the parties and supersede or, unless this agreement expressly provides otherwise, make any previous marketing informationParty the agent of any other Party for any purpose. 35.8 Except as otherwise expressly stated in this agreement, representations a person who is not a Party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇. 35.9 No amendment of this agreement (or agreements whether recorded of any other Transaction Document) shall be valid unless it is in writing and duly executed by or otherwiseon behalf of all of the Parties to it. (f) 35.10 The parties Parties acknowledge and agree that these terms are fair and reasonable nothing in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. this agreement (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachTransaction Document) will require any other Party to carry out any act or make any omission that may constitute or result in an actual breach of any Economic Sanctions Law.

General. (a) You agree that you have 9.1 The relationship between NAB and GWB is one of independent contractors and not one of employer and employee or of partnership, and nothing in this Agreement and no action by the power parties pursuant to enter into this LicenseAgreement shall be taken to imply the contrary. (b) You will not be entitled to withhold by way of set-off9.2 Neither party may assign, deduction delegate, transfer or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their its rights and obligations under this agreementwithout the prior written consent of the other party. (d) Coffs Coast Accommodation would 9.3 If NAB sub-contracts any of the Services to a third party they will continue to be contractually liable to GWB for those sub-contracted services and shall be responsible for ensuring that the provisions of this Agreement are included in the sub-contract to ensure that GWB is able to monitor and audit the sub-contractor. 9.4 The terms and conditions of this Agreement may be varied at any time by the prior agreement between the parties in writing. 9.5 Either party may vary the terms of this Agreement forthwith by giving written notice to the other party at any time if required to do so by the FSA or by any change to the Legislation and Regulations. 9.6 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair: 9.6.1 the legality, validity or enforceability in that jurisdiction of any other provisions of this Agreement; or 9.6.2 the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. 9.7 Neither party shall be liable to you in any way for any delay, hindrance or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to performperform its obligations or for loss, any of their obligations if damage or delay incurred by the delay or failure was due to any cause other party resulting from circumstances beyond its reasonable control. (e) These 9.8 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the Booking Summary represent the entire Agreement between the parties right at any time subsequently to enforce all terms and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwiseconditions of this Agreement. 9.9 Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (fRights of Third Parties) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect▇▇▇ ▇▇▇▇. (g) These conditions are 9.10 This Agreement shall be governed by and construed in accordance with the laws of England and each of the State in which the accommodation is located. You agree to submit parties hereto submits to the exclusive jurisdiction of the English Courts of that Stateas regards any claim or matter arising under this Agreement. (h) If you breach these terms 9.11 Any notice or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing or in such form as may be agreed between the parties from time to time. 9.12 This Agreement may be executed in any number of documents or counterparts each in the like form, all of which taken together shall constitute one and conditions the same document and Coffs Coast Accommodation decides to take no action any party may execute this Agreement by signing any one or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachmore of such documents or counterparts.

General. Unless otherwise provided in this Agreement, any notice, demand or request required or permitted to be given by a Party to the other Parties and any instrument required or permitted to be tendered or delivered by a Party in writing to the other Parties shall be effective when delivered and may be so given, tendered or delivered, by recognized national courier, or by depositing the same with the United States Postal Service with postage prepaid, for delivery by certified or registered mail, addressed to the Party, or personally delivered to the Party, at the address set out in Appendix F hereto. A Party may change the notice information in this Agreement by giving five (a5) You agree Business Days written notice prior to the effective date of the change. ▇▇▇▇▇▇▇▇ and Payments. ▇▇▇▇▇▇▇▇ and payments shall be sent to the addresses set out in Appendix F hereto. Alternative Forms of Notice. Any notice or request required or permitted to be given by a Party to the other Parties and not required by this Agreement to be given in writing may be so given by telephone, facsimile or email to the telephone numbers and email addresses set out in Appendix F hereto. Operations and Maintenance Notice. Interconnection Customer and Connecting Transmission Owner shall each notify the other Party, and NYISO, in writing of the identity of the person(s) that you have it designates as the power point(s) of contact with respect to enter into the implementation of Articles 9 and 10 of this License. (b) You will Agreement. FORCE MAJEURE Economic hardship is not considered a Force Majeure event. A Party shall not be entitled responsible or liable, or deemed, in Default with respect to withhold by way of set-offany obligation hereunder, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their including obligations under Article 4 of this agreement. Agreement) , other than the obligation to pay money when due, to the extent the Party is prevented from fulfilling such obligation by Force Majeure. A Party unable to fulfill any obligation hereunder (dother than an obligation to pay money when due) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms Force Majeure shall give notice and the Booking Summary represent full particulars of such Force Majeure to the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded other Parties in writing or otherwise. (f) by telephone as soon as reasonably possible after the occurrence of the cause relied upon. Telephone notices given pursuant to this Article shall be confirmed in writing as soon as reasonably possible and shall specifically state full particulars of the Force Majeure, the time and date when the Force Majeure occurred and when the Force Majeure is reasonably expected to cease. The parties Party affected shall exercise due diligence to remove such disability with reasonable dispatch, but shall not be required to accede or agree that these terms are fair and reasonable in all the circumstances. However, if to any provision of these terms is held not satisfactory to be valid by it in order to settle and terminate a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectstrike or other labor disturbance. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 9.1 Neither this Agreement nor any of the power terms or conditions hereof may be waived, amended or modified except by means of a written instrument duly executed by the party to enter into this Licensebe charged therewith. Any waiver or amendment shall only be applicable in the specific instance, and shall not constitute or be construed as a waiver or amendment in any other or subsequent instance. No failure or delay on the part of either party in respect of any enforcement of obligations hereunder shall in any manner affect such party's right to seek or effect enforcement at any other time or in respect of any other required performance. (b) You will 9.2 The captions and Section headings used in this Agreement are for convenience of reference only, and shall not be entitled to withhold by way affect the construction or interpretation of set-off, deduction this Agreement or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effecthereof. (g) These conditions are governed 9.3 This Agreement, and all matters or disputes relating to the validity, construction, performance or enforcement hereof, shall be governed, construed and controlled by and construed in accordance with under the laws of the State of Florida applicable to contracts entered into and performed wholly within Florida. 9.4 The Company may withhold from any amounts payable under this Agreement all Federal, State or other taxes as legally shall be required. 9.5 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original hereof, but all of which together shall constitute one and the accommodation is located. You agree to submit same instrument. 9.6 This Agreement constitutes the sole and entire agreement and understanding between the parties hereto as to the exclusive jurisdiction subject matter hereof, and supersedes all prior discussions, agreements and understandings of the Courts of that Stateevery kind and nature between them as to such subject matter. (h) 9.7 If you breach these terms any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement, as the situation may require; and conditions this Agreement shall be construed and Coffs Coast Accommodation decides to take no action enforced as if such provision had been included herein as so modified in scope or neglects to do soapplication, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachor had not been included herein, as the case may be.

General. (a) You agree that you have 10.1 This Agreement shall be binding upon and enure for the power to enter into this License. (b) You will not benefit of the successors of the Parties. No party hereto shall be entitled to withhold by way assign any of set-off, deduction its rights or counterclaim purport to transfer any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youof its obligations hereunder without the prior written consent of all the other Party. 10.2 This Agreement (ctogether with any documents referred to herein) Coffs Coast Accommodation will constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter thereof; it is expressly declared that no variations hereof shall be entitled to sub-contract or delegate their obligations under this agreementeffective unless made in writing signed by duly authorised representatives of the Parties. 10.3 All of the provisions of this Agreement shall remain in full force and effect notwithstanding Completion (d) Coffs Coast Accommodation would not be liable to you except insofar as they set out obligations which have been fully performed at Completion). 10.4 If any provision or part of a provision of this Agreement shall be, or be deemed to be in breach of these terms found by reason of any delay in performing, authority or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court court of competent jurisdiction but would be valid if part to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms this Agreement, all of which shall remain in full force and effect. (g) These conditions are governed by 10.5 Any right of rescission or other rights or remedies conferred upon any Party in this Agreement shall be in addition to and construed in accordance with the laws of the State in which the accommodation is located. You agree without prejudice to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their all other rights and remedies for available to it at law (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which the Party may be entitled in respect of the breach of this Agreement) and no exercise or failure to exercise such a right of rescission shall constitute a waiver by the Party of any such other breachright or remedy. 10.6 No failure of any Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy. 10.7 Upon and after Completion, the Company and each Subscriber shall at their own cost do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the terms of this Agreement. 10.8 This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument 10.9 Time whenever mentioned in this Agreement shall be of essence. 10.10 No purported variation to this Agreement shall be of any effect unless it is agreed in writing and signed by and/or on behalf of the Parties. 10.11 All payments to be made under this Agreement shall be made in full without any set off or counterclaim and free from any deduction or withholding save as may be required by law, in which event such deduction or withholding shall not exceed the minimum amount which is required by law to deduct or withhold and the payer will simultaneously pay to the payee such additional amounts as will result in the receipt by the payee of the net amount equal to the full amount which would otherwise have been receivable had no such deduction or withdrawal been required.

General. (a1) You agree that you have Time shall be of the power to enter into essence of this LicenseAgreement. (b2) You will not be entitled No relaxation forbearance delay or indulgence by the Owner in enforcing any of the Terms and Conditions or the granting of time by the Owner to withhold the Hirer shall prejudice affect or restrict the rights and powers of the Owner hereunder nor shall any waiver by way the Owner of set-off, deduction any breach hereof operate as a waiver of any subsequent or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youcontinuing breach thereof. (c3) Coffs Coast Accommodation will The Terms and Conditions contained in favour of the Owner shall be entitled in addition to sub-contract or delegate their obligations and not in substitution for the terms and conditions implied in favour of the Owner under this agreementa hire purchase agreement at common law except in so far as such implied terms and conditions are inconsistent with the Terms and Conditions. (d4) Coffs Coast Accommodation would not be liable The schedules mentioned herein form part of this Agreement and any reference to you a clause or be deemed schedule is to be in breach a clause or schedule of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlthis Agreement. (e5) These terms Headings shall not form part of this Agreement and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwiseare for reference only. (f6) The parties agree that these terms are fair Words importing the singular number only shall include the plural and reasonable in all the circumstances. However, if any vice versa and words importing persons shall include firms and corporations. (7) Any provision of these terms is held not to be valid this Agreement prohibited by a Court or rendered unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction but would shall, to the extent required by such law, be valid if part of the wording were deleted, then such provision shall apply with such deletions severed from this Agreement and rendered ineffective so far as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, is possible without modifying the remaining provisions of these terms shall remain in full force and effectthis Agreement. (g) These conditions 8) Where the provisions of any such applicable law may be waived, they are governed hereby waived by the parties hereto to the full extent permitted by such law to the end that this Agreement shall be a valid and construed binding agreement enforceable in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that Stateits terms. (h9) If you breach these terms Nothing contained herein is intended to grant to any third party any right to enforce any term hereof or to confer on any third party any benefits hereunder for the purposes of the Contracts (Rights of Third Parties) Ordinance and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachthe application of the said Ordinance is expressly excluded.

General. (a) You agree The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and ORIX; provided, however, that you have the power to enter into this License. (b) You will Borrower may not be entitled to withhold by way assign or transfer any of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations its rights under this agreement. (d) Coffs Coast Accommodation would not Agreement without the prior written consent of ORIX, and any prohibited assignment shall be liable void. No consent by ORIX to you or any assignment shall release Borrower from its liability for the Obligations. If Borrower consists of more than one Person, their liability shall be deemed to be in breach of these terms by reason joint and several, and the compromise of any delay in performingclaim with, or any failure to performthe release of, any Borrower shall not constitute a compromise with, or a release of, any other Borrower. This Agreement and all acts, transactions disputes and controversies arising hereunder or relating hereto, and all rights and obligations of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms ORIX and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing informationBorrower shall be governed by, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the internal laws (and not the conflict of laws rules) of the State of New York. Borrower (i) agrees that all actions and proceedings relating directly or indirectly to this Agreement shall, at ORIX’s option, be litigated in which courts located within New York, and that the accommodation is located. You agree to submit exclusive venue therefor shall be the Borough of Manhattan, New York County; (ii) consents to the exclusive jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (iii) waives any and all rights Borrower may have to object to the jurisdiction of any such court, or to transfer or change the Courts venue of that State. any such action or proceeding. Paragraph headings are only used in this Agreement for convenience, and shall not be used in any manner to construe, limit, define or interpret any term or provision of this Agreement. The term “including”, whenever used in this Agreement, shall mean “including (h) If you breach these but not limited to)”. This Agreement has been fully reviewed and negotiated between the parties and no uncertainty or ambiguity in any term or provision of this Agreement shall be construed strictly against ORIX or Borrower under any rule of construction or otherwise. Should any provision of this Agreement be held by any court of competent jurisdiction to be void or unenforceable, such defect shall not affect the remainder of this Agreement, which shall continue in full force and effect. This Agreement may be executed and delivered by the signing and delivery of this Agreement with original signatures or by facsimile copy. This Agreement and such other written agreements, documents and instruments as may be executed in connection herewith, including without limitation the Representations, are the final, entire and complete agreement between Borrower and ORIX and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement. There are no oral understandings, representations or agreements between the parties which are not set forth in this Agreement or in other written agreements signed by the parties in connection herewith. The terms and conditions provisions of this Agreement may not be waived or amended, except in a writing executed by Borrower and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action a duly authorized officer of ORIX. Time is of the essence in the performance by Borrower of each and enforce their rights and remedies for any other breachevery obligation under this Agreement.

General. (a) You agree that you 15.1 This Agreement is in substitution for all previous contracts of service between the Company and the Employee which shall be deemed to have been terminated by mutual consent as from the power to enter into date on which this LicenseAgreement commences. 15.2 This Agreement constitutes the entire agreement amongst the parties hereto and supersedes any previous agreements or arrangements (bwritten or oral) You will between them relating to the subject matter hereof. Each of the parties hereto acknowledges that it is not be entitled relying on any statements, warranties or representations given or made by the other party relating to withhold by way of set-offthe subject matter hereof, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to yousave as expressly set out in this Agreement. (c) Coffs Coast Accommodation will be entitled to sub-contract 15.3 No failure or delegate their obligations delay by any party in exercising any right, power or remedy under this agreement. (d) Coffs Coast Accommodation would not be liable to you Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by any party of any breach of any provision hereof shall be deemed to be in a waiver of any subsequent breach of these terms by reason of any delay in performing, that or any failure to perform, other provision hereof. If at any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if time any provision of these terms this Agreement is held not to be valid by a Court or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms this Agreement shall not be affected or impaired thereby. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law. 15.4 If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect. (g) These conditions 15.5 While CLAUSE 12 and CLAUSE 13 are considered by the parties to be reasonable in all the circumstances, it is agreed that if such clauses as a whole are adjudged to go beyond what is reasonable for the protection of the confidential information and other legitimate investment interests of the Company or any Associated Company, and to be unenforceable, but would be adjudged reasonable if any part or parts thereof were deleted, such clauses shall apply as if such unreasonable part or parts had been deleted. 15.6 The parties agree that a construction of this Agreement that results in all provisions being enforceable is to be preferred to a construction that does not so result. 15.7 This Agreement may not be modified or varied except by an instrument in writing signed by both of the parties hereto or their duly authorized representative. 15.8 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties irrevocably agree that the State in which the accommodation is located. You agree to submit to the courts of Hong Kong have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement. SCHEDULE 1 Basic Salary: HK$480,000 per annum SCHEDULE 2 Discretionary Bonus The Employee shall be eligible to receive a discretionary annual bonus. Payment of such bonus and the amount (if any) thereof shall be at the entire discretion of the Courts Company determined by them using such criteria as they consider appropriate, including, but not limited to, whether the Company has made audited profits after tax and minority interest but before extraordinary items of over HK$100 million, the performance of the Group and of the Employee during the period in question, provided always that Statesuch bonus (if any) shall not exceed 1% of such profits. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 11.1. The TISE Entities will collect, process and retain data provided by the power to enter into this LicenseContributor and its Users in accordance with the privacy statement which can be located at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/ privacy-statement 11.2. If there is any conflict between the Agreement, MyTISE Terms and Conditions the Listing Rules or Membership Rules then the relevant Listing Rules or Membership Rules shall prevail. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid11.3. If any of the provisions in these terms or conditions are held not determined to be validillegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which they are intended to be effective, then to the extent and within the jurisdiction in which that term or condition is illegal, invalid or unenforceable, it shall be severed and deleted from these Terms and Conditions and the remaining provisions of these terms and conditions shall survive, remain in full force and effecteffect and continue to be binding and enforceable. (g) These conditions 11.4. The Authority may revise, amend and/or update the MyTISE Terms and Conditions as necessary from time to time and without prior notice. 11.5. The headings in the Agreement and MyTISE Terms and Conditions are governed for convenience only and shall not affect the interpretation of any term. 11.6. Neither party may assign or purport to assign or transfer a right or obligation under the Agreement or the MyTISE Terms and Conditions without the prior written consent of the other party. 11.7. The parties acknowledge that no failure or delay by either party in exercising any right, power or privilege under the Agreement or the MyTISE Terms and Conditions shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege under the Agreement or the MyTISE Terms and Conditions shall preclude any other future or other exercise thereof. 11.8. The parties acknowledge that the Agreement and MyTISE Terms and Conditions constitute the entire understanding and agreement between the parties relating to the subject matter hereof, and supersedes all other understandings and agreements. 11.9. The parties acknowledge that the MyTISE Terms and Conditions shall be construed in accordance with the laws of the State in which the accommodation is located. You agree to submit Island of Guernsey and shall be subject to the exclusive jurisdiction of the Courts Royal Court of that StateGuernsey. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into this License. (b) You will not 17.1 This Agreement shall be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms construed and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed enforced in accordance with the laws of the State in which Province of Alberta, and the accommodation is located. You agree to submit Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts. Should provisions in this Agreement fail to comply with the Courts of that Stateapplicable legislation, the Agreement shall be interpreted in accordance with those statutory requirements. (h) If you 17.2 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede and replace any and all prior agreements, undertakings, representations or negotiations pertaining to the subject matter of this Agreement. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to enter into this Agreement. In the event of a conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail. 17.3 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto. 17.4 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns. 17.5 This Agreement is a personal services agreement and may not be assigned by either Party without the prior written consent of the other Party. 17.6 The waiver by either Party of any breach these terms of the provisions of this Agreement shall not operate or be construed as a waiver by that Party of any other breach of the same or any other provision of this Agreement. 17.7 The Parties agree to execute and conditions deliver such further and Coffs Coast Accommodation decides other documents, and perform or cause to take no action be performed such further and other acts and things as may be necessary or neglects desirable in order to do so, then Coffs Coast Accommodation will still be entitled give full force and effect to take action and enforce their rights and remedies this Agreement. 17.8 The Executive agrees that following the termination of the Executive's employment with the Corporation for any other breachreason, the Executive shall tender his resignation from any position he may hold as an officer or director of the Corporation or any Related Corporation. 17.9 In the event of a Change of Control, the Corporation will use its reasonable commercial efforts to obtain and pay for directors' and officers' liability insurance on a "trailing" or "run off" basis for the Executive, covering claims made prior to or within three years from the date of the Change of Control, such insurance to provide coverage substantially equivalent in scope and coverage to that provided by the Corporation's directors and officers insurance policy, if any, in effect immediately prior to the Change of Control. 17.10 The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits. 17.11 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby in any way.

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent 19.1 This Agreement constitutes the entire Agreement between the parties and supersede Parties with regard to the subject matter hereof. 19.2 No alteration or variation to, or consensual cancellation of this Agreement shall be of any previous marketing informationforce or effect, representations or agreements whether unless it is recorded in writing or otherwiseand signed by all the Parties. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if 19.3 No failure or delay by a Party to enforce any provision of these terms is held not this Agreement shall constitute a waiver or suspension of such provision or affect in any way a Party’s right to be valid by a Court require performance of competent jurisdiction but would be valid if part any such provision at any time in the future, nor shall the waiver of any right arising from any subsequent breach nullify the effectiveness of the wording were deletedprovision itself. 19.4 Except as expressly provided in this Agreement no warranty, then such provision shall apply with such deletions condition, undertaking or term, express or implied, statutory or otherwise as may be necessary to make it valid. If the condition, quality, performance, merchantability or fitness for purpose of the items supplied or any part thereof is given by The Company. 19.5 The Company specifically states that whilst all reasonable care has been taken to exclude known viruses from the format or media on which the Software is supplied, no warranty is given that the Software is virus free. 19.6 In the event that any of the provisions in these terms of this Agreement are held not found to be validinvalid, unlawful or unenforceable, such terms will be severable from the remaining provisions of these terms provisions, which shall remain in of full force and effect. If any invalid term is capable of amendment to render it valid, the Parties agree to negotiate in good faith an amendment to remove the invalidity. (g) These conditions 19.7 Each Party acknowledges that it does not enter into this Agreement on the basis of and does not rely on any representation, warranty or other provision, whether express or implied, except as expressly provided in this Agreement. All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by the law of the Republic of South Africa. 19.8 This Agreement shall be governed by by, construed and construed interpreted in accordance with the laws of the State Republic of South Africa. 19.9 If any conflict arises in which respect of the accommodation is located. You agree provisions contained in these terms and conditions and any Annexure thereto, the provisions contained in these terms and conditions shall prevail. 19.10 Information or documents sent to the Company by e-mail shall be deemed to have been received by the Company only once the Company has acknowledged receipt thereof in writing. 19.11 The parties hereby submit to the exclusive jurisdiction of the Courts High Court of that Statethe Republic of South Africa in respect of all and any matters, claims or disputes arising out of or in connection with this Agreement. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all previous agreements between the parties relating to the subject matter hereof. The headings to sections of this Agreement are inserted for convenience only and supersede will not be deemed a part hereof or affect the construction or interpretation of any previous marketing informationprovision hereof. No provision of this Agreement will be deemed waived, representations amended or agreements whether recorded modified by either party, unless such waiver, amendment or modification is made in writing and signed, in the case of a waiver, by the party granting the waiver, and in the case of an amendment or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstancesmodification, by both parties. However, if any provision of these terms is held not to This Agreement will be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State of Delaware, without reference to conflict of laws principles. Any dispute under this Agreement may be brought in which the accommodation is located. You agree to submit state courts and the Federal courts located in the Commonwealth of Massachusetts, and the parties hereby consent to the exclusive personal jurisdiction and venue of the Courts these courts. Recipient acknowledges that its breach of this Agreement may cause irreparable damage and hereby agrees that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation TCR2 Therapeutics Inc. will still be entitled to take action seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and enforce their rights such provision will be changed and remedies interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. This Agreement will be binding upon and inure to the benefit of each of the party’s heirs, successors and assigns. Recipient will not export, directly or indirectly, any technical data acquired from TCR2 Therapeutics Inc. pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other breachgovernmental approval without first obtaining such license or approval. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. A facsimile or electronic copy of this Agreement, including the signature pages, will be deemed an original.

General. The parties acknowledge and agree that:- 11.1 this Lease constitutes the entire contract between them and that no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether express or implied have been made by any of the parties or on their behalf except as are recorded herein; 11.2 no relaxation, extension of time, latitude or indulgence which any party (a“the grantor”) You agree that you have may ▇▇▇▇, ▇▇▇▇▇ or allow to another (“the power to enter into this License. (bgrantee”) You will not be entitled to withhold shall in any way constitute a waiver by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason the grantor of any delay of the grantor’s rights in performingterms of this Lease and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have then already arisen or which may arise thereafter; 11.3 no alteration, variation, amendment or purported consensual cancellation of this Lease or any failure addition thereto or deletion therefrom shall be of any force or effect unless reduced to performwriting and signed by or on behalf of the parties hereto; 11.4 they have undertaken to each other to do all such things, any take all such steps and to procure the doing of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms all such things and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in taking of all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions steps as may be necessary necessary, incidental or conducive to make it valid. If the implementation of the provisions, terms, conditions and import of this Lease; 11.5 the Lessor shall be entitled in its sole and absolute discretion to appropriate any amounts received from the Lessee towards the payment of any cause of debt or amount owing by the Lessee to the Lessor whatsoever; 11.6 should the basis or accuracy of any measurement or the calculation or computation of any dimension or area of the Leased Premises or Building be disputed by any of the provisions parties hereto, such dispute shall be referred to the Lessor’s Architect for his decision thereon, which shall be given by him as an expert and shall be final and binding; 11.7 a certificate signed by the Lessor’s Auditors of the amount due by the Lessee and the date on which it is payable in these terms are held not hereof shall be prima facie evidence of the correctness of the contents thereof; 11.8 if there is a dispute between the Lessor and the Lessee as to whether the Lessor has unreasonably withheld its consent or approval in any case where this Lease precludes the Lessor from withholding its consent or approval unreasonably, then the onus shall be validon the Lessee to prove that the Lessor has withheld its consent or approval unreasonably; 11.9 in the event of the Lessor instructing its Attorneys to take measures for the enforcement of any of the Lessor’s rights under this Lease, the remaining provisions Lessee shall pay to the Lessor such collection charges and other legal costs, on an attorney and own client basis, as shall lawfully be charged by such Attorneys to the Lessor, on demand therefor by the Lessor; 11.10 the liability under this Lease of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws each of the State in which persons comprising the accommodation is located. You agree to submit to Lessor shall be joint and several; 11.11 the exclusive jurisdiction liability under this Lease of each of the Courts of that Statepersons comprising the Lessee shall be joint and several. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you Except as is set forth in Paragraph 4.3b, COMPANY shall have the power first right to enter into this License. (b) You will not be entitled conduct and control, [***], all patent litigation relating to withhold by way of set-offthe PATENT RIGHTS during the Term, deduction or counterclaim including the first right to enforce any amounts which you owe to Coffs Coast Accommodation patent within PATENT RIGHTS against any amounts that infringement or alleged infringement thereof, and shall at all times keep LICENSOR informed as to the status of all such litigation. Before COMPANY may be owed commence an action with respect to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would any infringement of the PATENT RIGHTS, it must obtain the consent of LICENSOR, such consent not be liable to you or be deemed to be unreasonably withheld. Thereafter, COMPANY may, in breach of these terms by reason of its sole discretion and at its own expense, may institute suit against any delay such infringer or alleged infringer and control and defend such suit in performing, or any failure to perform, any of their obligations if a manner consistent with the delay or failure was due to any cause beyond its reasonable control. (e) These terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, to be shared by COMPANY and LICENSOR in the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstancesmanner set forth below. However, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSOR. LICENSOR shall not unreasonably withhold consent of any settlement, consent judgment or other voluntary final disposition of suit that does not admit the invalidity of any patent within PATENT RIGHTS and which does not purport to admit any fault or wrongdoing on the part of LICENSOR. LICENSOR shall reasonably cooperate in any such litigation, [***] including by joining as a party if any provision of these terms is held required by applicable law. If COMPANY elects not to be valid by a Court of competent jurisdiction but would be valid if part of enforce any patent within the wording were deletedPATENT RIGHTS, then it shall so notify LICENSOR in writing within [***] of receiving notice that an infringement or suspected infringement exists. LICENSOR may, in its sole judgment and at its own expense, take steps to enforce any patent and commence, control, settle, and defend any such provision shall apply suit in a manner consistent with such deletions as may be necessary to make it valid. If the terms and provisions hereof, and recover any of the provisions in these terms are held not damages, awards or settlements resulting therefrom, to be validshared by COMPANY and LICENSOR in the manner set forth below. At LICENSOR’s request, the remaining provisions of these terms COMPANY shall remain in full force and effectreasonably cooperate with any such litigation, at LICENSOR’s expense. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into this License. (b) You will 20.1. The End-User may not be entitled to withhold by way assign, transfer or otherwise dispose of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their its rights and obligations under this agreementAgreement without the prior written consent of the Supplier, subject to clause 5. (d) Coffs Coast Accommodation would 20.2. This Agreement is only valid when an Order has been signed by authorised representatives of the End-User. 20.3. This Agreement sets forth the entire agreement and understanding between the parties hereto relating to the subject matter contained herein and supersedes all previous communications, representations, proposals or prior agreements between them. This clause shall not exclude liability for fraudulent misrepresentation. 20.4. All notices required to be liable given under this Agreement by one party to you the other shall be sufficiently given if in writing and delivered or sent by electronic mail; registered post, or facsimile transmission confirmed by post, to the address specified at the beginning of this Agreement, or such other address as the appropriate parties may designate in writing with a reasonable notice period, from time to time. Notices shall be deemed to be in breach of these terms have been received on delivery if delivered by reason of any delay in performinghand, or any failure to performon the second day after posting if sent by pre-paid letter or, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlgiven by facsimile transmission, upon transmission. (e) These terms 20.5. The headings of the clauses of this Agreement are provided for convenience only and shall not contribute to or affect the Booking Summary represent meaning or construction of the entire said clauses. 20.6. This Agreement may only be amended by written agreement between the parties Supplier and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwiseEnd-User. (f) The parties agree that these terms are fair and reasonable in all the circumstances20.7. HoweverIf any term, if any part or provision of these terms this Agreement is held not to be valid by a Court court of competent jurisdiction but would to be valid if part of the wording were deletedinvalid, then void or otherwise unenforceable as being contrary to applicable law or public policy, such provision shall apply with such deletions to the extent reasonably possible be construed in a manner so as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, enforceable and the remaining provisions of these terms thereof shall remain in full force and effecteffect and in no way be affected, impaired or invalidated, except by reason thereof the fundamental nature of this Agreement is thereby frustrated. 20.8. Unless contracting with a Sage entity listed in Schedule 1 below, this Agreement and any claims (gincluding any non-contractual claims) These conditions arising out of or in connection with this Agreement are governed by and construed in accordance with the laws South Africa to the exclusion of the State international law of conflicts and the UN Sales Convention. The exclusive place of jurisdiction for all disputes arising out of or in which connection with this Agreement (including any dispute regarding the accommodation existence, validity or termination of this Agreement) is locatedSouth Africa, South Gauteng High Court. You agree End-User must initiate a cause of action for any claim(s) arising out of or relating to submit this Agreement and its subject matter within one (1) year from the date when End-User knew, or should have known after reasonable investigation, of the facts giving rise to the exclusive jurisdiction of the Courts of that Stateclaim(s). (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 3.1 Nothing herein contained shall in any way affect the power Indemnitee’s right to enter into this Licenseresign from his position as director or officer of the Indemnitor at any time. (b) You will not be entitled to withhold by way 3.2 The indemnity and release herein provided for shall survive the termination of set-offthe Indemnitee’s position as director or officer of the Indemnitor, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthe termination of this Agreement, and shall continue in full force and effect thereafter. (c) Coffs Coast Accommodation will be entitled 3.3 This Agreement supersedes all prior agreements between the parties with respect to sub-contract or delegate their obligations under its subject matter. Notwithstanding the forgoing, nothing in this agreement. (d) Coffs Coast Accommodation would not be liable to you or Agreement shall be deemed to be in breach of these terms by reason of any delay in performing, diminish or any failure otherwise restrict an Indemnified Party’s right to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if indemnification under any provision of these terms is held not the Indemnitor’s articles or under applicable corporate law. 3.4 Unless stated otherwise, all monies to be valid by a Court paid hereunder shall be paid within 10 days of competent jurisdiction but would becoming payable. 3.5 The Indemnitee acknowledges that he or she has been advised to obtain independent legal advice with respect to entering into this Agreement, that he or she has obtained such independent legal advice or has expressly waived such advice, and that he or she is entering into this Agreement with full knowledge of the contents hereof, of his own free will and with full capacity and authority to do so. 3.6 If any provision of this Agreement is determined to be valid if invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of the wording were deleted, then such provision and all other provisions hereof shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain continue in full force and effect. The parties hereto agree to negotiate in good faith to agree to a substitute provision which shall be as close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable. The invalidity or unenforceability of any provision in any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable. (g) These conditions are 3.7 Each party hereto agrees to do all such things and take all such actions as may be necessary or desirable to give full force and effect to the matters contemplated by this Agreement. 3.8 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. 3.9 Time shall be of the essence of this Agreement. 3.10 This Agreement and the application or interpretation hereof shall be governed exclusively by its terms and construed in accordance with by the laws of the State in which Province of British Columbia and the accommodation is located. You agree to submit laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the Courts courts of that Statethe Province of British Columbia. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have Nothing in this Agreement shall confer upon the power Optionee any right to enter into this Licensecontinue in the employ or other service of the Company or any Subsidiary, or shall limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate the employment or other service of the Optionee or adjust the compensation of the Optionee. (b) You will not be entitled The Optionee shall have no rights as a stockholder with respect to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts shares that may be owed issued pursuant to youthis Agreement until the date of issuance to the Optionee of a stock certificate for such shares or the date of entry of a credit for such shares in a book entry account in the name of the Optionee. (c) Coffs Coast Accommodation will This Agreement shall be entitled to sub-contract or delegate their obligations under this agreementbinding upon the successors and assigns of the Company and upon the Beneficiary, estate, legal representatives, legatees and heirs of the Optionee. (d) Coffs Coast Accommodation would Any waiver by a party of another party’s performance of, or compliance with, the obligations under this Agreement shall not be liable to you operate, or be deemed to be in breach of these terms by reason construed, as a waiver of any delay in performing, subsequent failure by such other party to perform or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlcomply. (e) These Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the Booking Summary represent validity or enforceability of the entire Agreement between the parties and supersede offending term or provision in any previous marketing information, representations other situation or agreements whether recorded in writing or otherwiseany other jurisdiction. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to This Agreement shall be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit of Delaware, without regard to the exclusive jurisdiction principles of conflicts of laws thereof. (g) The Option is intended to qualify as an “Option” that is a “Non-Statutory Stock Option” as defined in the Plan, a copy of which has been or is herewith being supplied to the Optionee and the terms and conditions of which are hereby incorporated in this Agreement by reference. Any provision of the Courts Plan to the contrary notwithstanding, no equitable adjustment or other change may be made to the Option pursuant to Section 10 of the Plan or otherwise that Statewould cause the Option to fail to qualify as an option that “does not provide for a deferral of compensation” within the meaning of Treasury Regulation section 1.409A-1(b)(5)(i)(A), or that would constitute a modification of the Option under Treasury Regulation section 1.409A-1(b)(5)(v)(B). For the avoidance of doubt, and without limiting the generality of the foregoing, neither the exercise price nor the number of shares subject to the Option may be equitably adjusted pursuant to Section 10 of the Plan to reflect a stock split (including a reverse stock split) or stock dividend unless the conditions set forth in the second sentence of Treasury Regulation section 1.409A-1(b)(5)(v)(H) are satisfied such that there will be no modification of the Option under Treasury Regulation section 1.409A-1(b)(5)(v)(B). (h) If you breach these terms The Option is intended to qualify as an option that “does not provide for a deferral of compensation” within the meaning of Treasury Regulation section 1.409A-1(b)(5)(i)(A). The Option and conditions this Agreement shall be administered, interpreted and Coffs Coast Accommodation decides construed to take no action carry out such intention, and any provision of this Agreement that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or neglects guarantee that the Option does not provide for such a deferral of compensation, nor does the Company make any other representation, warranty or guaranty to the Optionee as to the tax consequences of the Option or this Agreement. (i) Except as otherwise provided in Section 13 below, this Agreement may only be amended in a writing signed by the Optionee and an officer of the Company (other than the Optionee) duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, then Coffs Coast Accommodation will still be entitled and the parties have made no agreements, representations or warranties relating to take action and enforce their rights and remedies for any other breachthe subject matter of this Agreement which are not set forth herein.

General. (i) The Notes of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, stock exchange rule or DTC rule or usage or with any rules or regulations pursuant thereto, all as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. The Obligor shall furnish any such legends to the Trustee in writing. (ii) The Definitive Notes, if any, shall be printed, lithographed or engraved or produced by any combination of those methods on steel engraved borders or may be produced in any other manner permitted by any applicable rule of any securities exchange, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. (iii) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Obligor and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Nothing in the preceding sentence shall, however, limit the effect of the second paragraph of Section 2.02(1). However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors or in any such indenture supplemental hereto. (iv) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (v) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in or pursuant to a resolution of the Board of Directors and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series: (a) You agree that you have the power to enter into this License.title of the Notes of the series (which shall distinguish the Notes of the series from all other Notes); (b) You will not be entitled to withhold by way any limit upon the aggregate principal amount of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts the Notes of the series that may be owed authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to you.Section 2.03, 2.04, 2.05, 8.07 or any optional redemption provision pursuant to Section 2.01(1)(v)(f)); (c) Coffs Coast Accommodation will be entitled to sub-contract the date or delegate their obligations under this agreement.dates on which the principal of the Notes of the series is payable; (d) Coffs Coast Accommodation would not be liable to you the rate or be deemed to be in breach rates at which the Notes of these terms by reason of any delay in performingthe series shall bear interest, if any, or any failure the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Record Dates, if any, for the determination of Holders to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control.whom interest is payable; (e) These terms the place or places where the principal of and any premium and interest on the Booking Summary represent Notes of the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise.series shall be payable; (f) The parties agree that these terms are fair any optional redemption and reasonable in all the circumstances. However, if any provision change of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect.control put provisions; (g) These conditions are governed by and construed in accordance with if other than the laws principal amount thereof, the portion of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction principal amount of Notes of the Courts series which shall be payable upon declaration of that State.acceleration of the Maturity thereof pursuant to Section 4.02; (h) If you breach these the issue date; (i) the issue price (expressed as a percentage of the aggregate principal amount of the Notes) at which the Notes will be issued; (j) if the Notes of the series are issuable in whole or in part in the form of Definitive Notes or as one or more Global Notes, and if so, the identity of the Depositary for such Global Notes if other than DTC; (k) any additions to, deletions of or changes in the Events of Default which apply to any Notes of such Series; (l) if the Notes of such series will be convertible into or exchangeable for shares of common stock, preferred stock or other securities of the Obligor or any other person, the terms and conditions upon which such Notes will be so convertible or exchangeable, including, if applicable, the conversion or exchange price or rate, how such price or rate will be calculated and Coffs Coast Accommodation decides may be adjusted, any mandatory or optional (at the Obligor’s option or at the option of the Holders thereof) conversion or exchange features, and the applicable conversion or exchange period; (m) any additions to, deletions of or changes in the covenants which apply to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for the Notes of such series; and (n) any other breachterms of the series (which may supplement, modify or delete any provision of this Indenture insofar as it applies to such series). Notwithstanding Section 2.01(1)(v)(b) and unless otherwise expressly provided with respect to a series of Notes, the aggregate principal amount of a series of Notes may be increased and additional Notes of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased; provided that, any such additional Notes shall have identical terms as the outstanding Notes of such series, other than, at the Obligor’s option, with respect to the date of issuance, issue price, first Interest Payment Date, interest accrual date and amount of interest payable on the first Interest Payment Date applicable thereto; provided further, that any such additional Notes shall be treated as a single class with the outstanding Notes of such series for all purposes under this Indenture.

General. (a) You agree that a. We may change any of the terms and conditions in this Agreement if new laws or rules make it necessary or for any other good reason. We retain the right to amend, modify or substitute these Terms and Conditions at any time. In the event of any material changes, we will endeavour to provide you have with 30 days’ notice in writing in advance of doing so. Any such modification, amendment or substitution will also be posted on our website. If you do not object to the power modification, amendment or substitution via written notice to enter into this License. (b) You will not be entitled to withhold by way us within 30 days of set-offus having notified you, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate the new Terms and Conditions in their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or entirety shall then be deemed to be in breach supersede any and all preceding Agreements between the Parties. b. In the event that we fail to apply any aspect of these terms by reason of this Agreement at any delay in performing, or any failure to performtime, any of their obligations if action, concession, exception or time that we allow you only applies to the delay or failure was due to specific circumstances in which we give it. It does not affect our rights under this Agreement in any cause beyond its reasonable controlother way. (e) These terms c. English law will apply to this Agreement and the Booking Summary represent the entire Agreement between the parties you and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties we agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that StateEnglish courts. (h) d. If you breach these a clause or condition of this Agreement is not legally effective, the rest of this Agreement remains effective. We may replace any clause or condition that is not legally effective with a clause or condition of similar meaning that is. This Agreement is made solely and specifically between and for the benefit of the Parties and is not intended to be for the benefit of, and shall not be enforceable by any person who is not named at the date of this Agreement as a Party to it, and neither Party can declare itself a trustee of the rights under it for the benefit of any third party. The terms of this Agreement will apply jointly and conditions and Coffs Coast Accommodation decides severally to all those agreeing to take no action Services under this Agreement. e. A reference in this Agreement to a statutory provision will, unless expressly provided otherwise, be interpreted as a reference to such provision as amended or neglects re-enacted. f. In this Agreement unless the context otherwise requires words in the singular include the plural and vice versa; and words implying any gender include all genders. g. This Agreement represents the entire understanding between you and us in relation to do sothe subject matter herein and supersedes all other agreements or representations made by you or us, then Coffs Coast Accommodation whether oral or written. h. Unless we clearly state to the contrary in any offers or promotions that we make or as otherwise specifically agreed by us, you will still only be entitled eligible to take action benefit from one promotional offer or discount applicable to the Services. Nothing in this Clause shall imply the existence of your right to any promotional offer or discount. i. Any Appendixes attached to this current Agreement or added in the future are to be treated as wholly incorporated into this Agreement and enforce their rights form an integral part thereof. j. Any external links on any of our websites are not under our control, and remedies as such we cannot be held responsible for any other breachcontent found on these sites. We endeavour to supply 3rd party links that we believe will be for the wider benefit our customers and this by no way assumes any endorsement in whole or part by us to the content that may be found on these sites.

General. (a) You agree that you have the power to enter into this License. (b) You will not 16.1 This Agreement shall be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms construed and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed enforced in accordance with the laws of the State in which Province of Alberta, and the accommodation is located. You agree to submit Parties hereby attorn to the non-exclusive jurisdiction of Alberta Courts. Should provisions in this Agreement fail to comply with the Courts of that Stateapplicable legislation, the Agreement shall be interpreted in accordance with those statutory requirements. (h) If you 16.2 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supercede and replace any and all prior agreements, undertakings, representations or negotiations pertaining to the subject matter of this Agreement. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to enter into this Agreement. In the event of a conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail. 16.3 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto. 16.4 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns. 16.5 This Agreement is a personal services agreement and may not be assigned by either Party without the prior written consent of the other Party. 16.6 The waiver by either Party of any breach these terms of the provisions of this Agreement shall not operate or be construed as a waiver by that Party of any other breach of the same or any other provision of this Agreement. 16.7 The Parties agree to execute and conditions deliver such further and Coffs Coast Accommodation decides other documents, and perform or cause to take no action be performed such further and other acts and things as may be necessary or neglects desirable in order to do so, then Coffs Coast Accommodation will still be entitled give full force and effect to take action and enforce their rights and remedies this Agreement. 16.8 The Executive agrees that following the termination of the Executive's employment with the Corporation for any other breachreason, the Executive shall tender his resignation from any position he may hold as an officer or director of the Corporation or any Related Corporation. 16.9 In the event of a Change of Control, the Corporation will use its reasonable commercial efforts to obtain and pay for directors' and officers' liability insurance on a "trailing" or "run off" basis for the Executive, covering claims made prior to or within six years from the date of the Change of Control, such insurance to provide coverage substantially equivalent in scope and coverage to that provided by the Corporation's directors and officers insurance policy, if any, in effect immediately prior to the Change of Control. 16.10 The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits. 16.11 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby in any way.

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent This Agreement embodies the entire Agreement agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersede any previous marketing informationsupersedes all prior and contemporaneous oral or written agreements and understandings relating to the subject matter hereof (for the avoidance of doubt, representations including the Offer Letter). The terms and provisions of this Agreement may be modified or agreements whether recorded amended only by written agreement executed by the parties hereto, and may be waived (or consent for the departure therefrom granted) only by a written document executed by the party entitled to the benefits of such terms or provisions. This Agreement may be executed in writing counterparts (and may be transmitted by email or otherwise. (f) other electronic delivery), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties agree that these terms captions and headings in this Agreement are fair for convenience only and reasonable in all no way define or describe the circumstances. However, if scope or content of any provision of these terms is held not this Agreement. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be valid withheld by a Court of competent jurisdiction but would be valid if part the Company under applicable law. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the wording were deleted, then Company’s business. You may not assign your rights and obligations hereunder without the prior written consent of the Company and any such provision attempted assignment by you without the prior written consent of the Company shall apply with such deletions as may be necessary to make it validvoid. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision hereof in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement and the rights and obligations of the provisions in these terms are held not to parties hereunder shall be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with and governed by the laws internal law of Massachusetts, without giving effect to the conflict of law principles of any jurisdiction. By entering into this Agreement, you agree that any action, demand, claim or counterclaim in connection with any aspect of your employment with the Company, or any separation of employment (whether voluntary or involuntary) from the Company, shall be brought in the courts of Massachusetts or of the State in which United States of America for the accommodation is located. You agree District of Massachusetts, and shall be resolved by a judge alone, and you waive and forever renounce your right to submit to the exclusive jurisdiction of the Courts of that Statea trial before a civil jury. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into this License. (b) You will 20.1. The End-User may not be entitled to withhold by way assign, transfer or otherwise dispose of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their its rights and obligations under this agreementAgreement without the prior written consent of the Supplier, subject to clause 5. (d) Coffs Coast Accommodation would 20.2. This Agreement is only valid when an Order has been signed by authorised representatives of the End-User. 20.3. This Agreement sets forth the entire agreement and understanding between the parties hereto relating to the subject matter contained herein and supersedes all previous communications, representations, proposals or prior agreements between them. This clause shall not exclude liability for fraudulent misrepresentation. 20.4. All notices required to be liable given under this Agreement by one party to you the other shall be sufficiently given if in writing and delivered or sent by electronic mail; registered post, or facsimile transmission confirmed by post, to the address specified at the beginning of this Agreement, or such other address as the appropriate parties may designate in writing with a reasonable notice period, from time to time. Notices shall be deemed to be in breach of these terms have been received on delivery if delivered by reason of any delay in performinghand, or any failure to performon the second day after posting if sent by pre-paid letter or, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlgiven by facsimile transmission, upon transmission. (e) These terms 20.5. The headings of the clauses of this Agreement are provided for convenience only and shall not contribute to or affect the Booking Summary represent meaning or construction of the entire said clauses. 20.6. This Agreement may only be amended by written agreement between the parties Supplier and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwiseEnd-User. (f) The parties agree that these terms are fair and reasonable in all the circumstances20.7. HoweverIf any term, if any part or provision of these terms this Agreement is held not to be valid by a Court court of competent jurisdiction but would to be valid if part of the wording were deletedinvalid, then void or otherwise unenforceable as being contrary to applicable law or public policy, such provision shall apply with such deletions to the extent reasonably possible be construed in a manner so as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, enforceable and the remaining provisions of these terms thereof shall remain in full force and effecteffect and in no way be affected, impaired or invalidated, except by reason thereof the fundamental nature of this Agreement is thereby frustrated. 20.8. Unless otherwise contracting with a Sage entity in Schedule 1 below, this Agreement and any claims (gincluding any non-contractual claims) These conditions arising out of or in connection with this Agreement are governed by and construed in accordance with the laws South Africa to the exclusion of the State international law of conflicts and the UN Sales Convention. The exclusive place of jurisdiction for all disputes arising out of or in which connection with this Agreement (including any dispute regarding the accommodation existence, validity or termination of this Agreement) is locatedSouth Africa, South Gauteng High Court. You agree End-User must initiate a cause of action for any claim(s) arising out of or relating to submit this Agreement and its subject matter within one (1) year from the date when End-User knew, or should have known after reasonable investigation, of the facts giving rise to the exclusive jurisdiction of the Courts of that Stateclaim(s). (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 27.1 This Agreement constitutes the power whole agreement between the Parties relating to enter into this Licensethe subject matter hereof. (b) You will not 27.2 No alteration, variation or consensual cancellation of this Agreement shall be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether effect unless it is recorded in writing or otherwiseand signed by the Parties. (f) 27.3 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, ▇▇▇▇ of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party in respect of its rights under this Agreement, nor shall it operate so as to preclude such Party thereafter from exercising its rights strictly in accordance with this Agreement. 27.4 No Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not. 27.5 The parties Parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms this Agreement is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deletedinvalid or unenforceable in any jurisdiction, then such provision shall apply with such deletions as may be necessary to make it valid. If any of fully severable from this Agreement and the other provisions in these terms are held not to be valid, the remaining provisions of these terms hereof shall remain in full force and effecteffect in such jurisdiction and the remaining provisions hereof shall be liberally construed to carry out the provisions and intent hereof. (g) These conditions are 27.6 Regardless of the place of execution, performance or domicile of the Parties, this Agreement and all modifications and amendments hereof shall be governed by and construed under and in accordance with the laws of South Africa. Subject to clauses 21 and 22, the State in which the accommodation is located. You agree to Parties hereby consent and submit to the non-exclusive jurisdiction of the Courts High Court of South Africa (Witwatersrand Local Division) for the purpose of any action or other legal proceedings that Stateeither of them may institute with regard to the any matters or claims arising in terms hereof. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides 27.7 Any payment to take no action be made by any Party under this Agreement shall be made in full without any sell off, restriction, condition, exchange, deduction or neglects change. 27.8 Each party will to the extent that is reasonably able to do so, then Coffs Coast Accommodation will still be entitled execute all documents and do all acts and things reasonable required by the other to take action and enforce their rights and remedies for any other breachgive effect to the terms of this Agreement.

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if it takes such action for that purpose as the Company shall request in writing, but failure of the Agent to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Agent to preserve or protect any rights with respect to the Collateral against prior parties, or to do any act with respect to preservation of the Collateral not so requested by the Company, shall be deemed a failure to exercise reasonable care in the custody or preservation of any Collateral. No delay on the part of the Agent in exercising any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement shall be effective unless the same shall be in breach writing and signed and delivered by the Agent, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All obligations of these terms the Company and all rights, powers and remedies of the Agent and the Banks expressed herein are in addition to all other rights, powers and remedies possessed by reason them, including, without limitation, those provided by applicable law or in any other written instrument or agreement relating to any of any delay in performing, the Liabilities or any failure security therefor. This Agreement has been delivered at Chicago, Illinois, and shall be construed in accordance with and governed by the internal laws of the State of Illinois. Wherever possible each provision of this Agreement shall be interpreted in such manner as to performbe effective and valid under applicable law, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, but if any provision of these terms is held not to this Agreement shall be valid prohibited by a Court of competent jurisdiction but would be valid if part of the wording were deletedor invalid under such law, then such provision shall apply with be ineffective to the extent of such deletions as may be necessary to make it valid. If any prohibition or invalidity, without invalidating the remainder of the provisions in these terms are held not to be valid, such provision or the remaining provisions of these terms this Agreement. All notices hereunder shall remain be in full force writing (including facsimile transmission) and effect. (g) These conditions are governed shall be sent to the applicable party at its address shown opposite its signature hereto or at such other address as such party may, by written notice to the other party, have designated as its address for such purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent with confirmation of receipt; notices sent by mail shall be deemed to have been given five Business Days after the date when sent by registered or certified mail, postage prepaid; and construed in accordance with notices sent by hand delivery or overnight courier shall be deemed to have been given when received . This Agreement shall be binding upon the laws Company and the Agent and their respective successors and assigns, and shall inure to the benefit of the State in which Company and the accommodation is located. You agree to submit to Agent and the exclusive jurisdiction successors and assigns of the Courts Agent. This Agreement may be executed in any number of that Statecounterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed an original but all such counterparts shall together constitute but one and the same Agreement. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS OF THE COMPANY SPECIFIED IN, OR PURSUANT TO, THE CREDIT AGREEMENT, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY, THE AGENT AND (BY ACCEPTING THE BENEFITS HEREOF) EACH BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. 39.1 Each and every provision of this Trust Deed (aexcluding only those provisions which are essential at law for a valid and binding trust deed to be constituted) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or shall be deemed to be in breach separate and severable from the remaining provisions of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it validthis Trust Deed. If any of the provisions in these terms of this Trust Deed (excluding only those provisions which are held not essential at law for a valid and binding agreement to be validconstituted) is found by any court of competent jurisdiction to be invalid and/or unenforceable then, despite such invalidity and/or unenforceability, the remaining provisions of these terms this Trust Deed shall be and remain in of full force and effect. (g) These conditions 39.2 The expiration, cancellation or other termination of this Trust Deed shall not affect those provisions of this Trust Deed which expressly provide that they will operate after such expiration, cancellation or other termination or which of necessity must continue to endure after such expiration, cancellation or other termination, despite that the relevant clause may not expressly provide for such continuation. 39.3 This Trust Deed constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties regarding the subject matter hereof other than those set out herein are governed binding on the parties. 39.4 Subject to clause 35, no addition to or variation, or novation of this Trust Deed and no waiver of any right arising from this Trust Deed or its breach or termination shall be of any force or effect unless reduced to writing and signed by and construed all the Parties or their duly authorised representatives. 39.5 No latitude, extension of time or other indulgence which may be given or allowed by any party to the other parties in accordance with the laws respect of the State performance of any obligation hereunder, and no delay or forbearance in which the accommodation is located. You agree enforcement of any right of any party arising from this Trust Deed, and no single or partial exercise of any right by any party under this Trust Deed, shall in any circumstances be construed to submit to the exclusive jurisdiction be an implied consent or election by such party or operate as a waiver or a novation of or otherwise affect any of the Courts party’s rights in terms of that Stateor arising from this Trust Deed or estop or preclude any such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have The Agreement supersedes all previous discussions, negotiations, understandings, and agreements between the power parties with respect to enter into its subject matter. No oral statements or material not specifically incorporated herein will be of any force and effect. No changes in or additions to this License. (b) You Agreement will be recognized unless incorporated herein by amendment and signed by duly authorized representatives of both parties. The application of Customer’s general terms and conditions in any general vendor acknowledgement or Customer’s other general purchasing conditions are hereby expressly excluded and objected to by Provider. This Agreement shall apply and supersede the pre-printed terms and conditions of any form submitted, in electronic format or otherwise, by either party. The Agreement will not be entitled to withhold construed against either party as the purported drafter. The waiver by way either party of set-off, deduction a breach or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach violation of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms the Agreement will not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. In the event any provision of the Agreement is held not to be valid by a Court of competent jurisdiction but would be valid if part unenforceable for any reason, the unenforceability thereof will not affect the remainder of the wording were deletedAgreement, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall which will remain in full force and effect. (g) These conditions are governed by effect and construed enforceable in accordance with its terms. With respect to any unenforceable provision, the laws applicable arbitrator or court shall deem the provision modified to the extent necessary, in such adjudicator’s opinion, to render such term or provision enforceable, and the rights and obligations of the State in which the accommodation is located. You agree to submit parties will be construed and enforced accordingly, preserving to the exclusive jurisdiction fullest permissible extent the intent and agreements of the Courts parties set forth herein. Headings in this Agreement shall not be used to interpret or construe its provisions. The following order of that State. precedence will be followed in resolving any inconsistencies between the terms of this Agreement and the terms of any Orders, exhibits, statements of work, or other documents: first, the Sections 1 - 11 in of this Agreement, including any referenced URLs (h) If you breach these which may give priority to Orders for certain purposes); second, terms contained in an Order; and conditions and Coffs Coast Accommodation decides to take no action or neglects to do sothird, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for the terms of any other breachdocuments referenced in any of the foregoing.

General. (a) You agree that you have the power to enter into this License. (b) You will not 12.1 Time shall be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision essence in this Agreement, 12.2 This Agreement shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force construed and effect. (g) These conditions are governed by and construed enforced in accordance with the laws of the State in which Province of British Columbia, and the accommodation is located. You agree to submit Parties hereby attorn to the non-exclusive jurisdiction of British Columbia Courts. Should provisions in this Agreement fail to comply with the Courts of that Stateapplicable legislation, the Agreement shall be interpreted in accordance with those statutory requirements. (h) If you 12.3 This Agreement and any other agreements expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supercede and replace any and all prior agreements, undertakings, representations or negotiations pertaining to the subject matter of this Agreement. The Parties agree that they have not relied upon any verbal statements, representations, warranties or undertakings in order to enter into this Agreement. In the event of a conflict between this Agreement and any other agreement expressly incorporated by reference herein, the terms of this Agreement shall prevail. 12.4 This Agreement may not be amended or modified in any way except by written instrument signed by the Parties hereto. 12.5 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, together with their personal representatives, successors and permitted assigns. 12.6 This Agreement may not be assigned by either Party without the prior consent of the other Party. 12.7 The waiver by either Party of any breach these terms of the provisions of this Agreement shall not operate or be construed as a waiver by that Party of any other breach of the same or any other provision of this Agreement. 12.8 The Parties agree to execute and conditions deliver such further and Coffs Coast Accommodation decides other documents, and perform or cause to take no action be performed such further and other acts and things as may be necessary or neglects desirable in order to do so, then Coffs Coast Accommodation will still be entitled give full force and effect to take action and enforce their rights and remedies this Agreement. 12.9 The Consultant agrees that following the termination of this Agreement with the Corporation for any other breachreason, the Consultant shall tender his resignation from any position he may hold as an officer or director of the Corporation or any Related Corporation. 12.10 Should any provision in this Agreement be found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby in any way.

General. (a) You agree A. LICENSEE agrees that you have it will conform to the power Export Administration Regulations issued by the United States Department of Commerce currently in force and as they may be amended. LICENSEE understands and agrees that such regulations may include a prohibition against the export or re-export to enter into this Licensecertain countries of copies of the Licensed Software, documentation and any information or technical data related thereto. Any agreement between LICENSEE and any of its customers shall require its customers to abide by the Export Administration Regulations. (b) You will not be entitled to withhold by way B. This Agreement and Exhibits hereto constitute the complete understanding and agreement of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties hereto with respect to the subject matter hereof and supersede any previous marketing informationsupersedes all prior negotiations, representations understandings and agreements concerning such subject matter. Any waiver, modification or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if amendment of any provision of these terms is held not to this Agreement shall be valid effective only if in writing and signed by a Court duly authorized officer of competent jurisdiction but would each of the parties hereto. The terms and conditions appearing in any purchase order, order acknowledgment, or similar documents shall be valid if governed by and controlled by this Agreement, C. No failure or delay on the part of either party in the wording were deletedexercise of any power, then right, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such provision shall apply power, right, or privilege preclude any other or further exercise thereof, or of any other right, power, or privilege. [***] Certain information in this document has been omitted and filed separately with such deletions as may be necessary the Securities and Exchange Commission. Confidential treatment has been requested with respect to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectomitted portions. (g) These conditions are D. This Agreement shall be governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts Georgia, excluding that part of Georgia law that Stategoverns conflict of laws. E. If LICENSEE breaches any of its obligations under this Agreement, AMI shall (hwithout limiting its other rights or remedies) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action equitable relief including but not limited to injunctive relief, since the unauthorized use, disclosure, distribution, or transfer of the Licensed Software or confidential information will cause AMI irreparable harm and enforce their rights and remedies LICENSEE stipulates that AMI’s remedy at law would not be adequate. F. If any provision of this Agreement is held to be ineffective, unenforceable, or illegal for any reason, such decision shall not affect the validity or enforceability of any or all of the remaining portions hereof. G. Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or otherwise describe neither the scope of this Agreement nor the intent of any provision thereof. H. Nothing contained in this Agreement shall be construed as conferring by implication, estoppels, or otherwise upon either party hereunder, or upon any other breachparty, any license or other right except the licenses and rights expressly granted hereunder to a party hereto. I. LICENSEE may not assign or transfer, by operation of law or otherwise, this Agreement or any interest therein, without prior written consent signed by a duly authorized officer of AMI. Any unauthorized assignment or transfer shall be null and void. AMI may assign this Agreement to a subsidiary or successor in interest. This Agreement shall accrue to the benefit of, and be binding upon, any permitted successor or assign. No sub-license or other conveyance of the Licensed Software is allowed, and any such attempt shall be void.

General. (10.1. Warranties by both parties are as follows: a) You Each Party to this Agreement warrants that it is not under any legal obligation that would prevent it from entering into this Agreement or that would prevent or hinder the carrying out of its terms, and that all internal authorizations required for the entering into of this Agreement have been or will be made, including any required authorizations by its Board of Directors, or otherwise. b) Perpetual hereby warrants that it, or a company related to or affiliated with it, is the sole owner of all rights in and to XYO and that no rights relating to XYO inconsistent with the rights granted to Master Licensee in this Agreement have been granted to any other party, and that it is under no legal obligation to grant any rights relating thereto to any third party. c) The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this agreement or otherwise. d) Save and except as expressly set forth in this section 10 of the Agreement, Perpetual expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise. 10.2. Perpetual and Master Licensee are and shall be independent contractors and Perpetual is not and shall not be the agent or legal representative of Master Licensee for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied on behalf of or in the name of the other Party or to bind the other Party in any manner whatsoever. 10.3. The Parties hereby agree that you have they shall be subject to the power following obligations: a) not to enter into make any false or misleading representations, warranties or guarantees in respect of XYO under any circumstances whatsoever; b) not to hold out either party as having any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party in any manner whatsoever other than as may be expressly provided in this LicenseAgreement; and c) to promptly inform each other of any material complaints, whether verbal or written, which either party has received from any person with respect to the Products. (b) You will 10.4. No Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be entitled unreasonably withheld. Any attempt to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may assign this Agreement without such written consent shall be owed to youvoid. (c) Coffs Coast Accommodation will 10.5. It is agreed between the Parties that neither of the Parties shall be entitled to sub-contract held responsible for damages caused by delay or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any perform their respective undertakings under the terms of their obligations if this Agreement when the delay or failure was is due to any cause beyond its reasonable controlfires, strikes, floods, acts of God, wars, riots, insurrections, lawful acts of public authorities, or delays or defaults caused by common carriers, that cannot reasonably be foreseen or provided against. (e) These terms and 10.6. The delay or failure in performance excused by section 10.5 of this Agreement shall only be excused for so long as the Booking Summary represent causes of such excusable delay or failure subsist. The Parties shall resume the entire Agreement between performance of their respective undertakings forthwith upon cessation of the parties and supersede any previous marketing information, representations cause of such excusable delay or agreements whether recorded in writing or otherwisefailure. (f) The parties agree that these terms are fair 10.7. No covenant or condition of this Agreement may be waived except by the written consent of the waiving Party, and reasonable forbearance or indulgence by the waiving Party in all any regard whatever shall not constitute a waiver of the circumstances. However, if any provision of these terms is held not covenant or condition to be valid performed by a Court of competent jurisdiction but would be valid if part the other Party and until complete performance by the other Party of the wording were deletedcovenant or condition, then such provision the waiving Party shall apply with such deletions as may be necessary entitled to make it validinvoke any remedy available under this Agreement or at law, despite the forbearance or indulgence. 10.8. If any part of this Agreement is found to be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement and shall not affect the validity of the provisions in these terms are held not to be validremainder, the remaining provisions of these terms which remainder shall remain in full force and effectforce. Such severance shall have effect only in the geographic area within which such court has jurisdiction. (g) These conditions are 10.9. All notices required to be forwarded pursuant to this Agreement shall be written in English and sent by email, registered mail, personal delivery or facsimile to the addresses or facsimile numbers set out below or such other address or facsimile number as either Party may advise. In the case of Perpetual Industries Inc.: ▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ South, #110 Calgary, Alberta Canada T2H 0M4 fax ▇▇▇-▇▇▇-▇▇▇▇ email ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ In the case of Master Licensee: To the address set forth on page 1 of this Agreement. Any notice delivered by mail or email shall be deemed given when received. The date of receipt of any notice by facsimile shall be the date upon which the transmitter of the facsimile receives confirmation of the facsimile transmission. 10.10. This Agreement shall be governed by and construed in accordance with the laws of the State Province of Alberta, Canada. 10.11. In the event of arbitration and/or disputes, a) All disputes arising from the execution of, or in which connection with, this Agreement shall be settled through friendly consultation between both parties. In case no settlement can be reached, the accommodation disputes shall be submitted for arbitration. b) The arbitration shall take place in Calgary, Alberta Canada and shall be governed by the rules of the International Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre in ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇. c) The arbitration award shall be final and binding on both parties. 10.12. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, between the Parties. There are no warranties, representations or other agreements between the Parties in connection with its subject matter except as specifically set forth in this Agreement. 10.13. No change or modification of this Agreement shall be valid unless it is locatedin writing and signed by each Party hereto. 10.14. You agree to submit This Agreement is binding on all successors, permitted assigns, heirs, executors and administrators of the Parties hereto. 10.15. This Agreement may be executed in any number of counterparts and all of these counterparts shall for all purposes constitute one agreement binding on the Parties and be deemed originals for all purposes notwithstanding that all Parties are not signatory to the exclusive jurisdiction same counterpart. 10.16. Neither party shall be liable to the other party for any delay or omission in the performance of any obligation under this Agreement, other than the obligation to pay monies, where the delay or omission is due to any cause or condition beyond the reasonable control of the Courts party obliged to perform, including, but not limited to, strikes or other labor difficulties, acts of that State. God, earthquakes, acts of government (h) in particular with respect to the refusal to issue necessary import or export licenses), war, riots or embargoes (“Force Majeure”). If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action Force Majeure prevents or neglects to do sodelays the performance by a party of any obligation under this Agreement, then Coffs Coast Accommodation will still be entitled the party claiming Force Majeure shall promptly notify the other party thereof in writing, and take reasonable action to take action mitigate loss and enforce their rights and remedies for any other breachdamage.

General. (a) You agree 8.1 This Agreement is effective on the Effective Date. Where this Agreement refers to past or current obligations, this Agreement applies retrospectively from that you have the power to enter into this Licensedate. (b) 8.2 This Agreement supersedes, extinguishes and replaces all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral including whether in invoices, emails or otherwise between the parties relating to the Services and is the complete agreement between the parties. 8.3 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms. 8.4 You will be an independent contractor and nothing in this Agreement shall render you an employee, worker, agent or partner of the Government and you shall not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youhold yourself out as such. (c) Coffs Coast Accommodation will be entitled to sub-contract 8.5 You may not assign or delegate their transfer any rights or obligations under this agreement. Agreement (dfor example assigning or factoring invoices) Coffs Coast Accommodation would not be liable to without the Government’s prior written consent. Any such transfer by you or be deemed to be in breach of these terms by reason this section shall be void and be an irremediable material breach of this Agreement. Government may transfer its rights and obligations under this Agreement without notice or consent. 8.6 Waiver of any delay in performing, or any failure to perform, any breach of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire this Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded must be in writing or otherwise. (f) The parties agree to be effective and shall not be a waiver of any subsequent breach, nor shall it be a waiver of the underlying obligation. Should any court determine that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms this Agreement is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deletedenforceable, then such provision shall apply with such deletions be modified, rewritten or interpreted to include as may much of its nature and scope as will render it enforceable. 8.7 All actions, claims or demands against the Government must be necessary to make it valid. If any commenced in court within one (1) year after the cause of action has accrued, or the action, claim or demand is barred, time being of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectessence. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. 8.8 You agree to submit consent to the exclusive jurisdiction Government processing data relating to you for legal, personal, administrative and management purposes and in particular to the processing of the Courts any sensitive personal data relating to you, as appropriate. The Government may make such information available to those who provide products or services to it (such as advisers and payroll administrators), regulatory authorities, potential or future employers and governmental or quasi-governmental organizations including those outside of that StateBermuda. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 8.1 Time shall, in all respect, be of the power to enter into this Licenseessence hereof. (b) You will not be entitled 8.2 All references herein to withhold by way monetary amounts are to lawful money of set-offthe United States, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youunless otherwise indicated. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement8.3 Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa. (d) Coffs Coast Accommodation would 8.4 The headings contained herein are for convenience only and shall not be liable to you affect the meaning or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlinterpretation hereof. (e) These terms 8.5 Except as expressly provided for in this Subscription Agreement and in the Booking Summary represent agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the entire Agreement only agreement between the parties with respect to the subject matter hereof and shall supersede any previous marketing information, representations and all prior negotiations and understandings. This Subscription Agreement may be amended or agreements whether recorded modified in writing or otherwiseany respect by written instrument only. (f) 8.6 The parties agree that these terms are fair and reasonable in all provisions of this Subscription Agreement shall be binding upon and enure to the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part benefit of the wording were deletedPurchaser, then such provision the Company and their respective successors and assigns; provided that, except as herein provided, this Subscription Agreement shall apply with such deletions as may not be necessary to make it valid. If transferable or assignable by any party without the written consent of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectother. (g) These conditions are 8.7 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State in which Province of British Columbia and the accommodation is located. You agree to submit federal laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the Courts courts of that Statethe Province of British Columbia. (h) If you breach these terms 8.8 This Subscription Agreement is intended to and conditions shall take effect on the date of acceptance of the subscription by the Company, notwithstanding its actual date of execution or delivery by any of the parties hereto, and Coffs Coast Accommodation decides to take no action or neglects to do soshall be dated for reference as of the date of such acceptance by the Company. 8.9 The Company, then Coffs Coast Accommodation will still the Agents and the U.S. Affiliate shall be entitled to take action rely on delivery of a facsimile or electronic (.pdf) copy of an executed subscription and enforce their rights acceptance by the Company of such subscription shall be legally effective to create a valid and remedies for binding agreement between the Purchaser and the Company in accordance with the terms hereof. 8.10 The Purchaser acknowledges and agrees that all costs incurred by the Purchaser (including any fees and disbursements of any special counsel retained by the Purchaser) relating to the sale of the Securities to the Purchaser shall be borne by the Purchaser. 8.11 The Purchaser acknowledges that the Purchaser has consented to and requested that all documents evidencing or relating in any way to the issuance of the Securities be drawn up in the English language only. Le soussigné reconnait par les présentes avoir consenti et exige que tous les documents faisant foi ou se rapportant de quelque manière à la vente des titres offerts soient redigés en anglais seulement. 8.12 Each of the parties hereto upon the request of the other breachparties hereto, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as reasonably may be necessary or desirable to complete, better evidence, or perfect the transactions contemplated herein.

General. (a) You agree that you have 5.01 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail addressed to the power to enter into this License. (b) You will not be party entitled to withhold receive it, or delivered to such party, at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery if delivered, or, if given by way of set-offregistered mail, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or shall be deemed to be the third calendar day after the notice have been so mailed, except in breach the case of these terms interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controladdressee. (e) These terms and the Booking Summary represent 5.02 This Agreement constitutes the entire Agreement agreement to date between the parties hereto and supersede any supersedes every previous marketing informationagreement, representations communication, expectation, negotiation, representation or agreements understanding, whether recorded in writing oral or written, express or implied, statutory or otherwise, between the parties hereto with respect to the subject matter of this Agreement. (f) 5.03 This Agreement will enure to the benefit of and will be binding upon the parties hereto, their respective heirs, executors, administrators and assigns. 5.04 The Schedules to this Agreement are hereby incorporated by reference into this Agreement in its entirety. 5.05 Time shall be of the essence of this Agreement. 5.06 The situs of this Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts of the Province of British Columbia. 5.07 The parties hereby, jointly and severally, covenant and agree that these terms are fair to forthwith, upon request, execute and reasonable in all the circumstances. Howeverdeliver, if any provision of these terms is held not or cause to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deletedexecuted and delivered, then such provision shall apply with such deletions further and other deeds, documents, assurances and instructions as may be necessary required by the parties hereto or their respective counsel in order to make it valid. If any carry out the true nature and intent of this Agreement. 5.08 Unless otherwise stipulated, all payments required to be made pursuant to the provisions of this Agreement and all money amount references contained herein are in lawful currency of the provisions in these terms are held not U.S.A. 5.09 Each article, section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to be validinvalid, contrary to or in conflict with any applicable present or future law, rule or regulation in a final unappealable ruling issued by any court, agency or tribunal with valid jurisdiction, that ruling shall not impair the remaining provisions operation of, or have any other effect upon, such other portions of these terms this Agreement, all of which shall remain in binding on the parties and continue to be given full force and effect. (g) These conditions are governed 5.10 This Agreement may be signed by the parties hereto in as many counterparts as may be necessary and, if required, by facsimile, each of which so signed being deemed to be an original, and construed in accordance with such counterparts together shall constitute one and the laws same instrument and notwithstanding the date of execution will be deemed to bear the State in which Effective Date as set forth on the accommodation is located. You agree to submit to the exclusive jurisdiction front page of the Courts of that Statethis Agreement. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have This Agreement shall be for the power to enter into this Licensebenefit of and be binding upon the Parties hereto, their respective successors and permitted assigns. (b) You will If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provisions shall be entitled to withhold by way severable from the remainder of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthis Agreement. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent The provisions herein constitute the entire Agreement between the parties Parties hereto and supersede any all previous marketing informationexpectations, understanding, communications, representations and agreements, whether verbal or agreements whether recorded written, between the Parties with respect to the subject matter hereof. d) Any inconsistency between this Agreement, and the policies, guidelines, or documents appended to or incorporated by reference into this Agreement will be resolved in favour of the Agreement. e) The failure by either Party at any time to require strict performance by the other, of any term or provision of the Agreement shall not constitute a waiver or breach of such or any other term or provision of this Agreement, nor shall it constitute a waiver of any succeeding breach of any other term or provision. f) No amendment to this Agreement shall be enforceable unless the same is in writing or otherwiseand signed by the Parties hereto. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are This Agreement shall be governed by and construed in accordance with according to the laws of the State in which Province of British Columbia and the accommodation is located. You laws of Canada applicable therein, and the Parties agree to submit attorn exclusively to the exclusive jurisdiction of the Courts courts of that StateBritish Columbia. (h) If you breach these terms Neither Party may assign its rights under this Agreement. i) Sections 10 (Privacy and conditions Confidentiality), 11 (Termination), 12 (Indemnification), 13 (Insurance), 14 (g) (Governing Law) and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action 14(k) (Notice) and enforce their rights and remedies for any other breachsections, including Schedules, herein that should survive in accordance with their terms shall survive the termination or expiration of this Agreement. j) This Agreement and all documents contemplated by or in connection with this Agreement may be executed and delivered in any number of counterparts with the same effect as if all Parties had signed and delivered the same document. All counterparts will be construed together to be an original and will constitute one and the same Agreement. Both Parties must deliver an executed copy of this Agreement to the other Party. k) Each notice to a Party must be given in writing. A notice may be delivered to a representative of the Party by hand, fax, or email as set out on the first page of this Agreement. Any notice delivered on a Business Day before 4:00 p.m. Pacific Time shall be deemed to have been given on that Business Day and after 4:00 p.m. shall be deemed to have been given on the next Business Day. l) Wherever appropriate in this Agreement, a singular term shall be construed to mean the plural where necessary, and a plural term the singular. The remainder of this page left intentionally blank. Schedule A follows on the next page.

General. (a) You agree Each of Edgen, Holdings and the Companies shall execute and deliver promptly such further instruments and agreements and do such further acts and things that you have may be necessary to effect fully the power to enter into purposes of this LicenseAgreement as may be reasonably requested by the Agent. (b) You will not be entitled to withhold by way In the event of set-offany conflict between any term, deduction covenant or counterclaim condition of this Agreement and any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youterm, covenant or condition of the Services Agreement, the provisions of this Agreement shall control and govern. (c) Coffs Coast Accommodation will Any provision of this Agreement held to be entitled invalid, illegal or unenforceable in any jurisdiction shall, as to sub-contract such jurisdiction, be ineffective to the extent of such invalidity, illegality or delegate their obligations under this agreementunenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire This Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effecteffect until the Discharge of Obligations; provided, that this Agreement shall be reinstated automatically and without any action by any person if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Agent, any holder of Obligations or any agent, trustee or other representative of any such holder. (e) This Agreement and each Credit Agreement constitute the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart hereof. (f) This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory), or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable Legal Requirements, in such federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. Nothing in this Agreement or otherwise shall affect any right that any Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against Edgen, Holdings or the Companies or their respective properties in the courts of any jurisdiction. (g) These conditions are governed by Each party hereto hereby irrevocably and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit unconditionally waives, to the exclusive jurisdiction fullest extent permitted by applicable Legal Requirements, any objection which it may now or hereafter have to the laying of the Courts venue of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no any suit, action or neglects proceeding arising out of or relating to do sothis Agreement in any court referred to in the immediately preceding paragraph. Each party hereto hereby irrevocably waives, then Coffs Coast Accommodation will still be entitled to take the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such action and enforce their rights and remedies for or proceeding in any other breachsuch court.

General. (a) You agree Licensee agrees that you have all agreements, notices, disclosures, and other communications that nexB provides to Licensee electronically satisfy any legal requirement that such communications be in writing, to the power to enter into this Licenseextent permitted by applicable law. (b) You will Licensee shall not assign this Agreement or transfer any of its rights hereunder, or delegate the performance of any of its duties or obligations arising under this Agreement, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of nexB. Subject to the foregoing, this Agreement shall be entitled binding upon, and inure to withhold by way the benefit of, the successors and assigns of set-offthe parties thereto. Except as otherwise specified in this Agreement, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that this Agreement may be owed amended or supplemented only by a writing that refers explicitly to youthis Agreement and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. (c) Coffs Coast Accommodation This Agreement will be entitled governed by the laws of the State of California without regard to sub-contract conflicts of law provisions thereof. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Each party irrevocably consents to the exclusive jurisdiction of and venue in the federal or delegate their obligations under this agreementstate courts seated in the Counties of San Francisco, San Mateo or Santa Clara, California. (d) Coffs Coast Accommodation would Any terms of this Agreement that by their nature extend beyond the termination of this Agreement shall remain in effect until fulfilled, and such terms shall apply to the respective successors and assigns of either party. Terms that survive include, but are not be liable to you or be deemed to be in breach limited to, the provisions of these terms by reason Sections 4 (Ownership), 5 (Confidentiality), 7 (Limited Warranty), 9 (Limitation of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlLiability) and 16 (General). (e) These terms If any term of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the Booking Summary represent the entire remainder of this Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded will remain in writing or otherwisefull force. (f) The parties agree that these terms are fair independent contractors and reasonable in all nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectparties. (g) These conditions are governed by This Agreement, including the third-party software license agreements and construed in accordance with any Order Forms that incorporate this Agreement, represents the laws entire agreement between the parties relating to Licensee's use of the State in which the accommodation is located. You agree to submit Software, Content and Documentation and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the exclusive jurisdiction of Software, Content and Documentation whether written or oral, except to the Courts of that Stateextent nexB makes any software or services available to Licensee under separate written terms. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. If and to the extent that (ai) You agree the DGCL is amended hereafter to require or permit indemnification, expense advancement or exculpation that you have is or may be more favorable to the power Indemnitee than the maximum permissible indemnification, expense advancement and exculpation now permitted thereunder and provided in this Agreement, or (ii) the Company reincorporates in or merges, consolidates or combines into or with any other corporation or entity by virtue of which transaction the Company is not the surviving, resulting or acquiring corporation and the surviving, resulting or acquiring corporation is incorporated in a different jurisdiction which at such time requires or permits indemnification, expense advancement or exculpation that is or may be more favorable to enter into the Indemnitee than the maximum permissible indemnification, expense advancement and exculpation now permitted under the DGCL and provided in this License. (b) You will not Agreement, then pursuant to this Agreement the Indemnitee shall be entitled to withhold by way of set-offto, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under and this agreement. (d) Coffs Coast Accommodation would not be liable to you or Agreement shall be deemed to be in breach of these terms by reason amended to provide for the Indemnitee’s contractual entitlement to, indemnification, expense advancement and exculpation to the maximum extent that may be permitted or required under such applicable law at the time of any delay initial or subsequent request for indemnity hereunder (determined as contemplated by Section 4 hereof), whether or not the Company has adopted any Charter or By-law provisions adopting, effecting or implementing any provisions thereof which are permissive and not mandatory in performingnature. Nothing contained herein shall be deemed to detract from, diminish, impair, limit or adversely affect any failure right which the Indemnitee may have under this Agreement, and to performthe extent that any terms, any conditions or provisions of their obligations if this Agreement (including, without limitation, those in Section 1 hereof) are more favorable to the delay Indemnitee than the maximum indemnification, expense advancement and exculpation then permitted or failure was due to any cause beyond its reasonable control. required under such applicable law (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleteddetermined as aforesaid), then such provision terms, conditions and provisions of this Agreement shall apply be preserved and integrated with such deletions as may be necessary more favorable terms from then applicable law and shall continue to make it validapply to the Indemnitee’s rights by virtue of this Agreement. If The same expansion of the Indemnitee’s rights and deemed inclusion herein and integration herewith of any terms, conditions or provisions more favorable to the Indemnitee shall occur upon and with respect to any amendment of the provisions relating to indemnification, expense advancement and exculpation in these terms are held not the Company’s Charter or By-laws and any provision by the Company to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws any other officer or director of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction Company of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachdifferent form of indemnification contract or agreement.

General. 16.1 The rights, powers, privileges and remedies provided in this letter agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law. 16.2 No delay or omission by any party at any time to require performance of any provision of this letter agreement shall affect its right to enforce such provision at a later time. A waiver of any right or remedy under this letter agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 16.3 No variation or amendment of this letter agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the parties. 16.4 Where any provision of this letter agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction then such provision shall be deemed to be severed from this letter agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this letter agreement. 16.5 Any notice or other communication given under this letter agreement or in connection with the matters contemplated herein shall, except where otherwise specifically provided, be in writing in the English language, addressed as provided in paragraph 16.6 and served: (a) You agree that you by personal delivery in which case it shall be deemed to have been given upon delivery at the power to enter into this License.relevant address; (b) You will not if within the United Kingdom, by first class pre-paid post, in which case it shall be entitled deemed to withhold by way have been given two Business Days after the date of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you.posting; (c) Coffs Coast Accommodation will if from or to any place outside the United Kingdom, by air courier, in which case it shall be entitled deemed to sub-contract or delegate their obligations under this agreement.have been given two Business Days after its delivery to a representative of the courier; (d) Coffs Coast Accommodation would not be liable if from or to you or any place outside the United Kingdom, by pre-paid airmail, in which case it shall be deemed to be in breach have been given five Business Days after the date of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control.posting; (e) These terms by e-mail, in which case it shall be deemed to have been given when despatched subject to confirmation of delivery by a delivery receipt, provided that in the case of sub-paragraph (e) above any notice despatched other than on a Business Day between the hours of 9:30 a.m. to 5:30 p.m. shall be deemed to have been given at 9:30 a.m. on the next Business Day. 16.6 Notices under this letter agreement shall be sent for the attention of the person and to the Booking Summary represent address, or e-mail address, subject to paragraph 16.7, as set out below: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AG For the entire Agreement between attention of: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EVP, General Counsel & Corporate Secretary Address: Shinfield Park, Reading, Berkshire RG2 9FW E-mail address: ▇▇▇▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇▇ Name: AMEC plc For the attention of: ▇▇▇▇▇▇ ▇▇▇▇ General Counsel & Company Secretary Address: Old Change House, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ E-mail address: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ 16.7 Any party to this letter agreement may notify the other party of any change to its address or other details specified in paragraph 16.6 provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later. 16.8 This letter agreement will inure to the benefit of and be binding upon each of the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwisetheir respective successors and permitted assigns. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or 15.1. Nothing contained herein shall be deemed to be in breach of these terms by reason of any delay in performingcreate, or any failure and the parties do not intend to performcreate, any relationship of their obligations if partners or joint venturers or agent and principal, and neither party shall represent the delay or failure was due contrary to any cause beyond its reasonable controlthird party. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances15.2. However, if any provision A waiver by either party of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions terms or conditions of this Agreement in these terms are held any one instance or a waiver by either party of a breach of this Agreement shall not be deemed or construed to be valid, a waiver of such terms or conditions for the remaining provisions future or a waiver of these terms shall remain in full force and effectany subsequent breach. (g) These conditions are governed 15.3. All remedies contained in this Agreement shall be in addition to other remedies available at law or in equity, by statute or otherwise, except as herein otherwise provided. 15.4. This Agreement and construed all matters or issues collateral hereto shall be interpreted in accordance with the laws of the State in which of New York applicable to agreements made and performed wholly therein. 15.5. The Exhibits annexed to this Agreement are an integral part hereof and are incorporated herein by this reference. 15.6. This Agreement constitutes the accommodation is located. You agree to submit entire agreement between the parties hereto with respect to the exclusive jurisdiction subject matter hereof and may be modified only by a writing executed by both of the Courts parties hereto. Any purchase order or similar order or request for the provision of that StateServices or Additional Services hereunder shall be subject to this Agreement. (h15.7. The titles of the sections of this Agreement are for convenience only and shall not in any manner affect the interpretation of any section of this Agreement. 15.8. Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any Law, such Law shall prevail; provided, however, that in such event the provision(s) If you breach these terms of this Agreement so affected shall be curtailed and conditions limited only to the extent necessary to permit compliance with the minimum legal requirement, no other provisions of this Agreement shall be affected thereby and Coffs Coast Accommodation decides all of such other provisions shall continue in full force and effect. 15.9. The provisions of this Agreement are only for the benefit of the parties hereto, and no third party may seek to take no action enforce or neglects to do sobenefit from such provisions. 15.10. This Agreement may be executed in counterparts, then Coffs Coast Accommodation will still each of which shall be entitled to take action deemed an original, and enforce their rights all such counterparts together shall constitute but one and remedies for any other breachthe same instrument.

General. (a) You agree that you have the power Any notice, request or demand required or permitted to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations given under this agreement. (d) Coffs Coast Accommodation would not Agreement shall be liable to you given in accordance with subsection 10.8 of the Credit Agreement; provided that any such notice, request or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due demand to any cause beyond Grantor shall be addressed to such Grantor at its reasonable control. (e) These terms and notice address set forth on Schedule 4.1. No failure or delay on the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deletedCollateral Agent in the exercise of any power, then right or privilege hereunder or under any other Loan Document shall impair such provision shall apply with such deletions as may power, right or privilege or be necessary to make it valid. If any of the provisions in these terms are held not construed to be valida waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of these terms such provision or obligation in any other jurisdiction, shall remain not in full force any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and effect. (g) These conditions are governed by inure to the benefit of the Collateral Agent and construed the Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the laws Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Loan Documents embody the entire agreement and understanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the State parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the accommodation is located. You agree same instrument; signature pages may be detached from multiple separate counterparts and attached to submit a single counterpart so that all signature pages are physically attached to the exclusive jurisdiction of the Courts of that Statesame document. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree 8.1 If this Deed is finally judicially determined in a relevant jurisdiction to provide for, or entitle the Indemnified Person to, indemnification against any Claims or Losses that you have would cause this Deed, or any part of it, to be treated as illegal, void unenforceable, in whole or in part, under the power laws of that jurisdiction, this Deed shall, in so far as it relates to enter into this Licensesuch jurisdiction, be deemed not to provide for, or entitle the Indemnified Person to, any such indemnification, and the Company shall instead indemnify the Indemnified Person against any Claims or Losses to the fullest extent permitted by law in that jurisdiction. 8.2 Nothing in this Deed shall require the Company to indemnify the Indemnified Person or otherwise provide the Indemnified Person with funds if the same would be prohibited, or render any indemnification contained herein void, under the Companies Act on the basis that each Subsidiary is for these purposes treated as a “company” within the meaning of section 1 of the Companies Act, and all references herein to the Companies Act or the possibility of any provision of this Deed being held to be illegal, void, or unenforceable or otherwise prohibited under English law (bor expressions similar thereto) You will not shall be construed on that basis. 8.3 The successors and personal representatives of the Indemnified Person shall be entitled to withhold by way the benefit of set-off, deduction or counterclaim this Deed and a person who is not a party to this Deed shall have no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any amounts which you owe to Coffs Coast Accommodation against any amounts that of its terms. 8.4 This Deed may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts shall together constitute one agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into The Parties are independent contractors; this License. (b) You will Agreement does not, and shall not be entitled construed to withhold by way of setcreate any partnership, joint venture, employer-offemployee, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performingagency, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement franchisor-franchisee relationship between the parties and supersede any previous marketing information, representations hereto. Any claim relating to this Agreement or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to Services will be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed interpreted in accordance with the laws of the State in which of New York, United States, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the accommodation is locatedServices will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the State of New York, United States. You agree may not assign, sublicense or otherwise transfer any or all of your rights or obligations under this Agreement without Pontera's prior express written consent. Pontera may assign its rights and obligations under this Agreement without restriction. No waiver by either Party of any breach or default hereunder will be deemed to submit be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Agreement including the relevant Order Form is the entire agreement between you and Pontera relating to the exclusive jurisdiction subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the Parties. Other than changes to this Agreement made in accordance with Section 19, this Agreement may be amended, modified or supplemented only in a writing duly executed by an authorized representative of each of the Courts Parties. If any of the provisions of this Agreement are declared to be invalid or unenforceable by a court of competent jurisdiction, such provisions shall be ineffective to the extent of such invalidity or unenforceability while the other provisions hereof shall remain in full force and effect. Notices under this Agreement may be made via email or regular mail. Without limitation, you agree that Statea printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. In the case of conflicts or inconsistencies between the terms of this Agreement and any Order Form hereto, the terms of this Agreement will prevail, except as specifically stated otherwise. Unless designated as replacing a specific outstanding Order Form, a new Order Form will be considered to be in addition to then-outstanding Orders Forms. The Services and any derivatives thereof, may be subject to export laws of the United States and other jurisdictions. Each Party represents that it is not named on any US Department of Commerce Denied-Party List. You will not permit any End User to access or use any Services in any U.S. embargoed countries (currently Venezuela, Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree 14.1 A provision of this Agreement must not be construed to the disadvantage of a Party merely because that you have Party was responsible for the power to enter into preparation of this LicenseAgreement. (b) You 14.2 This Agreement, the Confidentiality Agreement, and the Quality Assurance Agreement to be entered into between the Parties, set forth the entire agreement and understanding of the Parties in respect of the Transaction contemplated hereby and supersede all prior agreements and understandings, oral or written, among the Parties or their respective representatives with respect to the matters herein and will not be entitled modified or amended except by written agreement signed by the Parties to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youbound thereby. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their 14.3 In the event either Party is prevented from performing its obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms Agreement by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause circumstances beyond its reasonable control, including the government declaration or directive pursuant to the current COVID-19 pandemic and without limitation fire, explosion, flood, acts of God, war and other hostilities, or like events, the obligations of such Party under this Agreement shall be suspended during the currency of such suspending circumstance. (e) These terms and 14.4 Time is of the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded essence in writing or otherwisethis Agreement. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision 14.5 No waiver of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in these terms are held not writing by the Party to be validbound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have. 14.6 Each of the Parties covenants and agrees to do such things, to attend such meetings and to execute such further documents and assurances as may be deemed necessary or advisable from time to time in order to carry out the terms and conditions of this Agreement in accordance with their true intent. 14.7 If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions of these terms shall will remain in full force and effect. (g) These conditions 14.8 This Agreement is private to the Parties and may not be assigned without the consent of the other Party. 14.9 This Agreement may be executed in several counterparts as may be necessary or by facsimile or such other electronic means and each such counterpart agreement or facsimile so executed are deemed to be an original and such counterparts and facsimile copies together will constitute one and the same instrument. 14.10 The binding obligations of this Agreement are and will be deemed to be made in the Province of British Columbia, for all purposes will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the Province of British Columbia and the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction federal laws of the Courts of that StateCanada applicable therein. (h) If you breach these terms 14.11 Each person signing this Agreement as an authorized officer of a Party hereto hereby represents and conditions warrants that he is duly authorized to sign this Agreement for that Party and Coffs Coast Accommodation decides to take no action or neglects to do sothat this Agreement will, then Coffs Coast Accommodation will still upon having been so executed, be entitled to take action and enforce their rights and remedies for any other breachbinding on that Party in accordance with its terms.

General. (a) You agree that you have 10.1 None of the power to enter into terms or conditions of this License. (b) You will not be entitled to withhold Agreement, nor any act. matter or thing done under or by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performingvirtue of, or any failure to performIn connection with, any this Agreement will operate as a merger of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, rights and remedies of EWL or ALW In or under this Agreement or otherwise. All such rights and remedies of the remaining provisions of these terms shall remain EWL and ALW will continue in full force and effect. 10.2 Unless application is mandatory by taw, no statute, ordinance, proclamation, rule, order, regulation. moratorium or decree of any governmental or other authority. present or future, will apply to this Agreement so as to abrogate, extinguish, impair, diminish, ▇▇▇▇▇▇, delay or otherwise prejudicially affect any rights, powers, remedies or discretions given or accruing to EWL or ALW under this Agreement. 10.3 To the extent permissible a: law, ALW must immediately upon demand pay to EWL an amount equivalent to any moneys paid by EWL in respect of any liability imposed on ALW under or by virtue of this Agreement, notwithstanding that any statute, ordinance, proclamation, rule, order regulation, moratorium or decree of any governmental or other authority, present or future, directly or indirectly, Imposes such liability upon EWL. 10.4 Neither party may assign the benefit of this Agreement to any third party until that party shall first obtain the written consent of the other party which consent shall not be unreasonably withheld and in any event ALW shall remain liable to EWL for all Its obligations hereunder notwithstanding any such assignment. 10.5 If any provision of this Agreement is, or at any time becomes, prohibited by, or unlawful under, any applicable law, regulation or other condition actually applied or otherwise becomes void or unenforceable, it will be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement and the remaining provisions will, to the extent permitted by the relevant law, regulation or other condition, continue in full force and effect. 10.6 Any prohibited, unlawful, void or unenforceable provision will be replaced immediately by an allowable, lawful, effective and enforceable provision which so far as possible achieves the same economic benefit or burden for both parties as the prohibited, unlawful, void or unenforceable provision was intended to achieve. 10.7 All obligations of ALW and EWL under this Agreement will survive the expiration or termination of this Agreement to the extent required for their full observance and performance. 10.8 Neither this Agreement nor any provision of this Agreement may be amended, modified, waived, discharged or terminated orally. 10.9 No variation, modification or waiver of any provision of this Agreement nor consent to any departure by any party therefrom, shall in any event be of any force or effect unless the same shall be confirmed in writing, signed by the parties, and then such variation, modification, waiver or consent shall be effective only to the extent for which it may be made or given. 10.10 If there is any defect in the execution of this Agreement by the parties, that party will re-execute or ratify its purported execution. That re-execution or ratification will relate back to the original purported execution by that party. 10.11 This Agreement may be executed in any number of counterparts all of which, when taken together, will constitute one and the same Instrument. (ga) These conditions are governed A notice required or permitted to be given by one party to another under this Agreement must be in writing and Is treated as being duly given if It is transmitted by facsimile to that other party's facsimile number. (b) A notice given to a party, in accordance with this Clause Is treated as having been duly given and received on the day of transmission (9 a business day) or, if not a business day, on the next succeeding business day (if given by facsimile and sent to the facsimile receiver number of that party and no Intimation having been received that the notice had not been received, whether that intimation comes from that party or from the operation of facsimile machinery or otherwise). 10.13 This Agreement will be construed in accordance with the laws law of the State in which of Victoria, Australia, and the accommodation is locatedlaw of the State of Victoria, Australia will be the proper law of this Agreement. You The parties agree to submit to the non-exclusive jurisdiction of the Courts courts of that StateState and any courts which may hear appeals therefrom. 10.14 Each party to this Agreement shall do, sign and execute all deeds, schedules, acts, documents and things as may reasonably be required by the other party effectively to carry out and give effect to the terms and intentions of this Agreement. (ha) If you breach these All stamp duty on or in respect of this Agreement or the transfer or assignment of any property or in respect of any instrument or transaction contemplated by this Agreement shall be borne and paid by ALW (b) Other than the costs referred to above. each party shall be responsible for its own legal and financial advice relating to this Agreement. 10.16 A waiver by either party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for the future or of any other or subsequent breach thereof. All remedies, rights, undertakings, obligations and Coffs Coast Accommodation decides agreements contained In this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. 10.17 This Agreement contains the entire understanding of the parties hereto relating to take the subject matter herein contained and supersedes all prior understanding and agreements of the parties hereto. Each party acknowledges that no action representation, inducement, promise or neglects agreement oral or written with reference to do so, then Coffs Coast Accommodation will still the subject matter hereof have been made other than as expressly set forth herein. It is expressly agreed that save as otherwise provided herein the contract is an entire contract and neither party shall be entitled to take action demand performance until the performance of their own obligations in their entirety. 10.18 This Agreement may only )a varied in writing executed by the parties hereto or their assigns. 10.19 References to any statutory enactment or code shall be construed as including references to the enactment it or code as amended or modified from time to time and enforce their rights in the event that the enactment or code Is repeated shall Include references to any enactment or code which replaces the subject enactment or code and remedies for any amendments or modifications thereto from time to time. 10.20 The relationship between the parties hereto is that of principal and independent contractor and nothing herein shall or is intended to create the relationship between or render either party a joint venturer, employee, partner or otherwise of the other breachparty.

General. The provisions hereof shall be binding upon and shall inure to the benefit of Mortgagor, the heirs, executors, administrators, legal representatives, successors and assigns (aincluding without limitation subsequent owners of the Premises) You agree that you have and shall be binding upon and inure to the power to enter into this License. (b) You will benefit of Mortgagee, its successors and assigns and any future holder of the Secured Obligations hereby secured, and any successors or assigns of any future holder of the Secured Obligations. This Mortgage may not be entitled to withhold changed, terminated or modified orally or in any other manner than by way an instrument in writing signed by the party against whom enforcement is sought. The captions or headings at the beginning of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach each Section hereof are for the convenience of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of this Mortgage. In no event shall all charges in the wording were deletednature of interest charged or taken on this Mortgage or in connection with the Secured Obligations exceed the maximum allowed by law and in the event such charges cause the interest to exceed said maximum allowed by law, then such provision interest shall apply with be recalculated, and such deletions as may excess shall be necessary credited to make principal, it valid. If any being the intent of the parties that under no circumstances shall the Mortgagor be required to pay any charges in the nature of interest in excess of the maximum rate allowable by law. In the case any one or more of the covenants, agreements, terms, or provisions contained in these terms are this Mortgage or in the Grant Award Agreement shall be held not to be validor found invalid, illegal, or unenforceable in any respect, the validity of the remaining covenants, agreements, terms, or provisions of these terms contained herein and in the Grant Award Agreement shall remain in full force and effect. (g) These conditions are no way be affected, prejudiced, or disturbed thereby. This Mortgage shall be governed by and construed in accordance with by the laws of the State in which of Florida. No act of Mortgagee shall be construed as an election to proceed under any one provision of the accommodation is located. You agree to submit Mortgage or of the applicable statutes of the State of Florida to the exclusive jurisdiction exclusion of any other such provision, anything herein otherwise to the contrary notwithstanding. Time is of the Courts essence of that Statethis Mortgage. No waiver of any covenant herein or in the obligations secured hereby shall at any time hereafter be held to be a waiver of any of the other terms hereof or of the Secured Obligations secured hereby, or future waiver of the same covenant. The use of any gender shall include all other genders. The singular shall include the plural. Mortgagor will execute and deliver promptly to Mortgagee on demand at any time or times hereafter, any and all further instruments reasonably required by Mortgagee to carry out the provisions of this Mortgage. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, and representatives of Borrower and ORIX; provided, however, that you have Borrower may not assign or transfer any of its rights under this Agreement without the power prior written consent of ORIX, and any prohibited assignment shall be void. No consent by ORIX to enter into this License.any assignment shall release Borrower from its liability for the Obligations. If Borrower consists of more than one Person, their liability shall be joint and several, and the compromise of any claim with, or the release of, any Borrower shall not constitute a compromise with, or a release of, any other Borrower. This Agreement and all LOAN AND SECURITY AGREEMENT (bi) You will agrees that all actions and proceedings relating directly or indirectly to this Agreement shall, at ORIX's option, be litigated in courts located within California, and that the exclusive venue therefor shall be Santa ▇▇▇▇▇ County; (ii) consents to the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (iii) waives any and all rights Borrower may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding. Paragraph headings are only used in this Agreement for convenience, and shall not be entitled used in any manner to withhold by way construe, limit, define or interpret any term or provision of set-offthis Agreement. The term "including", deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. whenever used in this Agreement, shall mean "including (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would but not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms limited to)". This Agreement has been fully reviewed and the Booking Summary represent the entire Agreement negotiated between the parties and supersede no uncertainty or ambiguity in any previous marketing information, representations term or agreements whether recorded in writing provision of this Agreement shall be construed strictly against ORIX or Borrower under any rule of construction or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if Should any provision of these terms is this Agreement be held not to be valid by a Court any court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be validvoid or unenforceable, such defect shall not affect the remaining provisions remainder of these terms this Agreement, which shall remain continue in full force and effect. (g) These conditions . This Agreement may be executed and delivered by the signing and delivery of this Agreement with original signatures or by facsimile copy. This Agreement and such other written agreements, documents and instruments as may be executed in connection herewith, including without limitation the Representations, are governed the final, entire and complete agreement among Borrower and ORIX and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement. There are no oral understandings, representations or agreements between the parties which are not set forth in this Agreement or in other written agreements signed by the parties in connection herewith. The terms and construed provisions of this Agreement may not be waived or amended, except in accordance with the laws a writing executed by Borrower and a duly authorized officer of ORIX. Time is of the State essence in which the accommodation is located. You agree to submit to the exclusive jurisdiction performance by Borrower of the Courts of that Stateeach and every obligation under this Agreement. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you 12.1 The Supplier shall have no liability to the power to enter into Customer under this License. (b) You will not be entitled to withhold by way of set-off, deduction Contract if it is prevented from or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their delayed in performing its obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performingContract, or any failure to performfrom carrying on its business, any of their obligations if the delay by acts, events, omissions or failure was due to any cause accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. (e) These terms and 12.2 No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the Booking Summary represent further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the entire Agreement further exercise of that or any other right or remedy. 12.3 No variation to these conditions shall be binding on the Supplier unless agreed in writing between the parties Customer and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwiseone of the Supplier’s authorised representatives. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if 12.4 If any provision of these terms this Contract is held not by any competent authority to be valid by a Court of competent jurisdiction but would be valid if invalid or unenforceable in whole or in part the validity of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any other provisions of this Contract and the remainder of the affected provisions in these terms are held not to shall be valid, the remaining provisions of these terms unaffected and shall remain in full force and effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 12.5 This Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements understandings or discussions between the parties. Each of the parties acknowledges and agrees that in entering into this Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (gwhether in writing or not) These conditions of any person (whether party to this Contract or not) relating to the subject matter of this Contract, other than as expressly set out in this Contract. 12.6 Any notice under this Contract may be served by first class post to the address set out on the Order Form or such other address as may be notified by any of the parties from time to time. A notice shall be deemed served, on the Business Day immediately after the day on which it was sent and if sent by first class post, on the second Business Day after posting. 12.7 Nothing in this Contract is intended to or shall operate to create a partnership or agency between the parties. 12.8 The Customer may not assign, transfer, sub-contract or charge in whole or in part any of its rights and/or obligations under this Contract without the Supplier’s prior written consent. The Supplier may assign, transfer, sub-contract or charge in whole or in part its rights and/or obligations under this Contract. 12.9 All third party rights are excluded and no third party shall have any right to enforce this Contract other than the parties to this Contract, the Supplier’s group companies, their successors and permitted assigns (pursuant to the Contracts (Rights of Third Parties Act 1999)). 12.10 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the laws law of England and Wales. Each party irrevocably agrees that the State in which the accommodation is located. You agree to submit to the courts of England and Wales shall have exclusive jurisdiction of the Courts of that Stateover any dispute or claim under this contract. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 8.1 The Certified Individual is not and shall not represent him or herself to be the power to enter into this License. (b) You will not be entitled to withhold by way employee, agent, joint venture or partner of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation the SPFA. No representations will be entitled to sub-contract made or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or acts taken by the Certified Individual which could be deemed to create or infer any apparent relationship of agency, joint venture or partnership, and SPFA shall not be bound in any manner whatsoever by any agreements, warranties or representations made by Certified Individual to any other person or with respect to any other action of the Certified Individual. 8.2 This Agreement shall be interpreted and construed in accordance with the laws of Virginia current hereto and the parties irrevocably agree to the jurisdiction of Virginia with respect to any dispute relating hereto. 8.3 All notices under this Agreement shall be in breach writing and shall be sent by traceable delivery service or email. Unless changed in writing, the address for SPFA and the PCP program for the purpose of these terms by reason notice is: The notice address of any delay the Certified Individual shall be the address listed at the beginning of this document, unless SPFA or its authorized agent or third- party designee is otherwise notified in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlwriting. (e) These terms and the Booking Summary represent 8.4 This Agreement represents the entire Agreement between the parties and supersede any previous marketing informationno representation, representations warranty or agreements whether recorded condition shall apply hereto unless expressed herein in writing or otherwisewriting. This Agreement may not be amended except by written agreement executed by authorized representatives of the parties. (f) 8.5 The parties agree failure of the SPFA and/or its authorized agent or third party designee to exercise any right, power or option given hereunder or to insist upon the strict compliance with the terms and conditions hereof by the Certified Individual shall not constitute a waiver of the terms and conditions of this Agreement with respect to that these or any other or subsequent breach thereof nor a waiver by the SPFA and/or its authorized agent or third party designee of its rights at any time thereafter to require strict compliance with all terms are fair and reasonable in all conditions hereof including the circumstances. Howeverterms or conditions with respect to which the Certified Individual has failed to exercise such right, if power or option. 8.6 If any provision of these terms this Agreement is held not to be valid declared invalid, illegal, or unenforceable by a Court court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any severed from the Agreement and all other provisions of the provisions in these terms are held not to be valid, the remaining provisions of these terms Agreement shall remain in full force and effect. (g) These conditions are governed 8.7 This Agreement may be executed by the parties in separate counterparts, each of which will be deemed to constitute an original, but all of which together will constitute one and construed in accordance with the laws of same agreement. This Agreement will be considered to be fully executed when all parties have executed an identical counterpart, notwithstanding that all signatures may not appear on the State in which the accommodation is locatedsame counterpart. You agree to submit This Agreement and those contemplated herein may be executed and delivered by facsimile signatures and will be binding on all parties hereto as if executed by original signature and delivered personally 8.8 This Agreement shall inure to the exclusive jurisdiction benefit of and be binding upon the Courts of that StateSPFA and the Certified Individual and their respective successors and/or permitted assigns. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 9.1 This Agreement, including. Exhibits attached hereto, represents the power entire understanding and agreement between the parties, and supersedes any and all previous discussions and communications. No employee or agent of TTG nor any distributor is authorized to enter into this License. (b) You will make any additional representations or warranties related to the Software. Any subsequent amendments and/or additions hereto shall be effective only if in writing and signed by both parties. User may not be entitled to withhold by way of set-off, deduction assign its rights or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreementAgreement without the prior written consent of TTG. Subject to the foregoing limitation on assignment, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. (d) Coffs Coast Accommodation would not 9.2 This Agreement shall be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with interpreted under the laws of the State of New York in which the accommodation is located. You agree United States without reference to submit conflict of laws principles and without regard to the exclusive United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto, and any legal action resulting from it shall be held within the jurisdiction of the Courts State of New York in the United States. It is understood that Statethe parties shall use their endeavors to amicably resolve any dispute or difference arising from this Agreement. (h) If you 9.3 Headings of paragraphs in this Agreement are inserted for convenience only, and are in no way intended to limit or define the scope and/or interpretation of this Agreement. 9.4 The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full rights of such party to require such performance at any time thereafter, nor shall the waiver by either parry of a breach these terms and conditions and Coffs Coast Accommodation decides of any provision hereof be taken or held to take no action be a waiver of the provision itself or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other future breach. 9.5 The parties shall be independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between User and TTG. 9.6 If any part, term, or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected thereby. 9.7 Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by first class mail, postage prepaid to the addresses appearing at the beginning of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the tenth (10th) day following its placement in the mail addressed to the addressee.

General. (a) You agree that you Beyond the exercise of reasonable care to assure the safe custody of the Pledged Securities while held hereunder, the Pledgee shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the power Pledged Securities upon surrendering it or them or tendering surrender of it or them to enter into this Licensethe Pledgor. (b) You will not be entitled No course of dealing between the Pledgor and the Pledgee, nor any failure to withhold by way exercise, nor any delay in exercising, any right, power or privilege of set-offthe Pledgee hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, deduction power or counterclaim privilege hereunder or thereunder preclude any amounts which you owe to Coffs Coast Accommodation against other or further exercise thereof or the exercise of any amounts that may be owed to youother right, power or privilege. (c) Coffs Coast Accommodation will be entitled The rights and remedies provided herein are cumulative and are in addition to sub-contract and not exclusive of any rights or delegate their obligations remedies provided by law, including, but without limitation, the rights and remedies of a secured party under this agreementthe Uniform Commercial Code. (d) Coffs Coast Accommodation would The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision or part thereof in such jurisdiction and shall not be liable to you in any manner affect such clause or be deemed to be provision in breach of these terms by reason of any delay in performing, other jurisdiction or any failure to perform, other clause or provision in this Agreement in any of their obligations if the delay or failure was due to any cause beyond its reasonable controljurisdiction. (e) These terms and Any notice required or permitted by this Agreement shall be effective if mailed, postage prepaid, by registered or certified mail, return receipt requested, or if delivered to the Booking Summary represent Pledgor or Pledgee at their addresses specified below, or at such other addresses as the entire Agreement between Pledgor or the parties and supersede any previous marketing information, representations or agreements whether recorded Pledgee may theretofore have designated in writing or otherwiseand given in like manner to the other. (f) The parties agree that these terms are fair This Agreement shall inure to the benefit of and reasonable in all shall be binding upon the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part successors and assigns of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectparties hereto. (g) These conditions are governed by and This Agreement shall be construed in accordance with the laws substantive law of the State in which the accommodation of Texas without regard to principles of conflicts of law and is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides intended to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breacheffect as an instrument under seal.

General. (a) You agree that you Beyond the exercise of reasonable care to assure the safe custody of the Pledged Securities while held hereunder, the Pledgee shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the power Pledged Securities upon surrendering it or them or tendering surrender of it or them to enter into this Licensethe Pledgor. (b) You will not be entitled No course of dealing between the Pledgor and the Pledgee, nor any failure to withhold by way exercise, nor any delay in exercising, any right, power or privilege of set-offthe Pledgee hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, deduction power or counterclaim privilege hereunder or thereunder preclude any amounts which you owe to Coffs Coast Accommodation against other or further exercise thereof or the exercise of any amounts that may be owed to youother right, power or privilege. (c) Coffs Coast Accommodation will be entitled The rights and remedies provided herein are cumulative and are in addition to sub-contract and not exclusive of any rights or delegate their obligations remedies provided by law, including, but without limitation, the rights and remedies of a secured party under this agreementthe Uniform Commercial Code. (d) Coffs Coast Accommodation would The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision or part thereof in such jurisdiction and shall not be liable to you in any manner affect such clause or be deemed to be provision in breach of these terms by reason of any delay in performing, other jurisdiction or any failure to perform, other clause or provision in this Agreement in any of their obligations if the delay or failure was due to any cause beyond its reasonable controljurisdiction. (e) These terms and Any notice required or permitted by this Securities Pledge Agreement shall be effective if mailed, postage prepaid, by registered or certified mail, return receipt requested, or if delivered to the Booking Summary represent Pledgor or Pledgee at their addresses specified below, or at such other addresses as the entire Agreement between Pledgor or the parties and supersede any previous marketing information, representations or agreements whether recorded Pledgee may theretofore have designated in writing or otherwiseand given in like manner to the other. (f) The parties agree that these terms are fair This Agreement shall inure to the benefit of and reasonable in all shall be binding upon the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part successors and assigns of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectparties hereto. (g) These conditions are governed by and This Agreement shall be construed in accordance with the laws substantive law of the State in which the accommodation of Georgia without regard to principles of conflicts of law and is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides intended to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breacheffect as an instrument under seal.

General. (a) You agree 16.1 Each of the parties hereby agrees to submit to the exclusive jurisdiction of the courts in and of the Province of British Columbia and to the courts to which an appeal of the decisions of such courts may be taken, and consents that you have service of process with respect to all courts in and of the power Province of British Columbia may be made by registered mail to enter into this Licenseit at the address set forth herein. (b) You will not 16.2 This Agreement shall be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are exclusively governed by and construed in accordance with the laws of the State in which Province of British Columbia and the accommodation is located. You agree federal laws of Canada applicable therein without giving effect to submit any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction, and shall bind and inure to the exclusive jurisdiction benefit of the Courts of that Stateparties hereto and their respective successors and assigns. (h) 16.3 The parties hereto, upon the request of any other party hereto, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to effect the matters contemplated herein. 16.4 Time is of the essence of this Agreement. 16.5 This Agreement sets forth the entire understanding of the parties hereto with respect to the Net Smelter Returns Royalty and supersedes any prior written or oral understandings with respect thereto. This Agreement may be executed by facsimile and in one or more counterparts thereof, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof. 16.6 The obligations of the parties hereto and the time frames established in this Agreement shall be suspended to the extent and for the period that performance is prevented by any cause beyond either party’s reasonable control, whether foreseeable or unforeseeable, including, without limitation, labour disputes, acts of God, laws, regulations, orders, proclamations or requests of any governmental authority, inability to obtain on reasonable terms required permits, licenses, or other authorizations, or any other matter similar to the above. 16.7 If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action any provision of this Agreement is or neglects to do sowill become illegal, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies unenforceable or invalid for any other breachreason whatsoever, such illegal, unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability or validity of the remaining provisions of this Agreement.

General. (a) You agree that 10.1 Unless you have or your company has executed an enterprise agreement with Net Worth Strategies, Inc., the power terms of which expressly prevail over the terms of The Agreement, The Agreement, including any attached exhibit, schedule, or supplement, contains the entire agreement between the parties with respect to enter into this Licensethe subject matter hereof. No modification or waiver of any of the provisions, or any future representation, promise, or addition, shall be binding upon the parties unless made in writing and signed by both parties. (b) You will not be entitled to withhold 10.2 No waiver by way either party of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations of its rights under this agreement. (d) Coffs Coast Accommodation would not be liable to you or The Agreement shall be deemed to be in breach of these terms by reason a waiver of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlother right under The Agreement. (e) These terms and the Booking Summary represent the entire 10.3 If any provision, term, condition, covenant, restriction or other portion of The Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is shall be held not to be valid invalid, illegal or unenforceable by a Court any court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be validjurisdiction, the remaining provisions of these terms portions shall remain in full force and effect. 10.4 A party to The Agreement (g"Affected Party") These conditions are governed by and construed shall not be liable to the other party for default or delay in accordance with the laws performance of any of the State in which Affected Party's obligations hereunder (except for the accommodation is located. You agree obligation to submit pay money) due to act of God, accident, fire, flood, storm, riot, war, terrorism, sabotage, explosion, national defense requirement, governmental law, ordinance, rule or regulation, or any contingency beyond the reasonable control of the Affected Party that would make performance commercially impracticable. 10.5 Nothing contained herein shall create any partnership, joint venture, employment, agency or fiduciary relationship between the parties. 10.6 If any provision of The Agreement, except for a provision relating to the exclusive jurisdiction payment of money, is held void by a final judgment or decree of any court, commission or other judicial or quasi-judicial body of competent jurisdiction, The Agreement shall remain in force and effect in all other respects as if such provision had not been included in The Agreement. If a provision relating to the payment of money is held void by a final judgment or decree of any court, commission or other judicial or quasi-judicial body of competent jurisdiction, The Agreement may be terminated immediately by Licensor upon giving written notice to Licensee. 10.7 Nothing in The Agreement shall be construed, interpreted or asserted against any party on the basis that all or part of The Agreement was written or proposed by that party. 10.8 Captions are inserted for convenience of reference only and shall not affect the construction and interpretation of The Agreement. 10.9 Any notice or report hereunder shall be deemed given if delivered or sent by first class mail, return receipt requested, or email, at such address as designated by the party by written notice, or by confirmed courier or by facsimile with a confirmation report showing successful delivery. If notice is given by mail and the notice affects other parties’ rights hereunder, the effective date of the Courts notice shall be seven (7) days after the date of that Statemailing or the date the notice is received, whichever is earlier. If the notice is given by email, and the notice affects other parties’ rights hereunder, the effective date of the notice shall be one (1) day after the date of sending or the date the notice is received, whichever is earlier. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into this License. (b) You will 15.1 The CUSTOMER may not be entitled to withhold by way assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of set-off, deduction its rights or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreementAgreement, without NDBS’s prior written consent. 15.2 No one other than a Party to this Agreement shall have any right to enforce any of its terms. 15.3 Each Party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (dother than implementation of this Agreement) Coffs Coast Accommodation would nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such Party from the other Party and which relates to the other Party, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such Party from a third Party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. 15.4 Each Party agrees, to the extent they apply to this agreement, to comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including (without limitation) the Bribery Act 2010 and with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including the Modern Slavery Act 2015 15.5 This Agreement sets out the entire agreement between the Parties relating to its subject matter and overrides any prior correspondence or representations. All warranties and conditions not be liable set out in this Agreement whether implied by statute or otherwise are excluded to you the extent permitted by law. 15.6 In entering into this Agreement and any Orders associated with it, neither Party has relied on any Pre-Contractual Statement save to the extent that such statement or be deemed representation is included in this Agreement or other documents referred to by it. 15.7 Any variation to this Agreement must be in breach writing and signed by the authorised signatories of these terms both Parties. 15.8 No failure or delay by reason a Party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 15.9 Both Parties agree that for the Term and for a period of one year after it has terminated, they will not, directly or indirectly, employ or contract for the services of any delay of the employees of the other Party at any time engaged in performing, or any failure to perform, any the performance of their obligations if this Agreement without the delay or failure was due to any cause beyond its reasonable controlprior written consent of the other Party. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if 15.10 If any provision of these terms this Agreement is held not ruled to be invalid for any reason, that invalidity will not affect the rest of this Agreement which will remain valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions and enforceable in these terms are held not all respects. 15.11 This Agreement is intended to be valid, the remaining provisions of these terms legally binding and shall remain in full force and effect. (g) These conditions are be governed by and construed in accordance with the laws law of England and Wales. Each Party irrevocably agrees that the State in which the accommodation is located. You agree to submit to the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of the Courts of that Stateor in connection with this Agreement or its subject matter or formation (including non- contractual disputes or claims). (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have the power to enter into The laws of New South Wales, Australia govern this Licensedeed. (b) You will not be entitled Each party irrevocably submits to withhold by way the non-exclusive jurisdiction of set-offthe courts of Queensland, deduction or counterclaim any amounts which you owe Australia and courts competent to Coffs Coast Accommodation against any amounts that may be owed to youhear appeals from those courts. (c) Coffs Coast Accommodation will be entitled Where this deed contemplates that the Supplier may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, the Supplier may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to sub-contract give reasons or delegate their obligations under act reasonably, unless this agreementdeed expressly requires otherwise. (d) Coffs Coast Accommodation would The Customer must not be liable to you assign, in whole or be deemed to be in breach of these terms by reason of any delay in performingpart, or any failure to perform, any novate the Customer’s rights and obligations under this deed without the prior written consent of their obligations if the delay or failure was due to any cause beyond its reasonable controlSupplier. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwiseThe Supplier may assign its interest under this deed. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms Time is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary essence in the performance of obligations under this deed except in relation to make it valid. If any performance of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectpayment obligations. (g) These conditions are governed by and construed in accordance with Unless expressly stated otherwise, this deed does not create a relationship of employment, trust, agency or partnership between the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that Stateparties. (h) If you breach these terms Each provision of this deed will be read and conditions construed as a separate and Coffs Coast Accommodation decides to take no action severable provision or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action part and enforce their rights and remedies if any provision is void or otherwise unenforceable for any reason then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed. (i) This deed represents the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter. (j) The Supplier may subcontract the performance of all or any part of the Supplier’s obligations under this deed. (k) A right under this deed may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in the waiver. (l) Without limiting any other breachremedies available to the Supplier, if the Customer fails to pay any amount payable under this deed, the Customer must pay Interest on that amount. (m) The Customer is liable for, and indemnifies the Supplier from and against, all legal costs incurred by the Supplier in connection any claim or allegation by either party against the other party in connection with this deed including any claim or allegation that either party has breached this deed. (n) If the Customer is more than one person, each person shall be jointly and severally liable to the Supplier. (o) The Supplier reserves the right to changes these Terms at any time and the Customer acknowledges and agrees that written notice to the Customer given by ordinary mail is deemed to be sufficient notice of any change and will bind the Customer in respect of any supply of Products or Services after the date of deemed notification.

General. (a) You agree that This ▇▇▇▇ constitutes the entire agreement between you have and Movella concerning the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these Software Product. No terms by reason of any delay in performingpurchase order, acceptance, purported amendment, or any failure to perform, any of their obligations if the delay document or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded communication other than an agreement expressly agreed upon in writing by a duly authorised officer of Movella shall replace, modify, amend or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstancesoverride this ▇▇▇▇. However, if If any provision of these terms this ▇▇▇▇ is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deletedunenforceable for any reason, then such provision shall apply with such deletions as may be reformed only to the extent necessary to make it valid. If any enforceable, and such decision shall not affect the enforceability of the provisions in these terms are held not to be validsuch provision under other circumstances, or of the remaining provisions hereof under all circumstances. No waiver by Movella of these terms any breach of any term or provision of this ▇▇▇▇ shall remain be construed to be a waiver of any preceding or succeeding breach of the same or any other term or provision hereof. Our various rights and remedies hereunder shall be construed to be cumulative and no one of them is exclusive of any other or of any right or remedy allowed by law or in full force and effect. (g) These conditions are equity. This ▇▇▇▇ shall be governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit Netherlands, without regard to the exclusive conflict of laws provisions thereof, except to the extent the local law of your local jurisdiction requires use of the Courts of that Stateyour local jurisdiction's law, and shall benefit Movella, its successors and assigns. ANY CLAIM OR DISPUTE BETWEEN YOU AND MOVELLA OR AGAINST ANY AGENT, EMPLOYEE, SUCCESSOR OR ASSIGNEE OF MOVELLA, WHETHER RELATED TO THIS ▇▇▇▇ OR OTHERWISE, AND ANY CLAIM OR DISPUTE RELATED TO THIS ▇▇▇▇ OR THE RELATIONSHIP OR DUTIES CONTEMPLATED UNDER THIS ▇▇▇▇, SHALL BE RESOLVED BY THE COMPETENT COURT OF ALMELO, THE NETHERLANDS. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. 32.1 The provision of the Company’s services to the Client is subject to all applicable laws, regulations and other provisions or market practices to which Charterprime are subject (a) You agree collectively, the "Applicable Regulations"). If any conflict arises between this Agreement and any Applicable Regulations, the latter shall prevail. Charterprime is not required to do anything or refrain from doing anything that you have the power would infringe any Applicable Regulations and may do whatever Charterprime consider necessary to enter into this Licensecomply with them. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if 32.2 If any provision of these terms is held not to this Agreement shall be valid found by a Court any court or administrative body of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be validinvalid or unenforceable, such invalidity or unenforceability shall not affect the remaining other provisions of these terms this Agreement, which shall remain in full force and effect. 32.3 Any failure by Charterprime (gwhether continued or not) These conditions are governed to insist upon strict compliance with any provision hereof shall not constitute nor be deemed to constitute a waiver by and construed in accordance with the laws Charterprime of the State in which the accommodation is locatedany of our rights or remedies. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their The rights and remedies for conferred upon Charterprime hereby shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise of any other breachadditional rights and remedies. 32.4 Without the prior written consent of Charterprime, the Client may not assign, transfer or sublicense the Client’s rights, duties, or obligations under this Agreement, whether by operation of law, merger or otherwise, to any person or entity, in whole or in part. Any attempt to do so without first obtaining such prior written consent shall be void and of no force and effect. 32.5 No action, regardless of form, arising out of or in connection this Agreement, or otherwise existing between the parties, may be brought by a party more than two (2) years after the cause of action is discovered. Discovery of action must be reported within two (2) years of termination of this Agreement. 32.6 Charterprime may record the telephone conversations with the Client and such recordings may be used in evidence in any dispute arising in connection with any transactions under this Agreement. 32.7 No person who is not a party to this Agreement may enforce any term of this Agreement. 32.8 This Agreement is supplied in English, and Charterprime will communicate with the Client mainly in English during the Company’s relationship with the Client. 32.9 This Agreement is written in the English and Chinese languages and both languages shall have equal validity. If there are any conflicts or inconsistencies between the English version and the Chinese version, the English version shall be the governing and prevailing version.

General. (a) You agree that you have 23.1 This Agreement and all of its referenced Exhibits, which are incorporated herein by reference as if set forth in full, together with the power to enter into terms of all purchase orders accepted by Seller and not at variance with this License. (b) You will Agreement, but not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These preprinted terms and the Booking Summary represent conditions thereof, constitute the entire Agreement agreement between the parties with respect to the subject matter hereof and supersede any previous marketing information, representations or agreements whether recorded supersedes all other agreements. No deviation from these provisions shall be binding unless in writing or otherwiseand signed by an authorized representative of the party to be charged. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to 23.2 This Agreement shall be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State of New York applicable to contracts made and wholly to be performed in New York. The parties (i) agree that any litigation, action or proceeding arising out of or relating to this Agreement must be instituted in any state or federal court in the State of New York, and (ii) waive any objection which each might have now or hereafter with respect to jurisdiction, venue or forum. 23.3 The rights, duties and obligations of either party under this Agreement may not be assigned in whole or in part by operation of law or otherwise without the accommodation is located. You agree to submit to the exclusive jurisdiction prior express written consent of the Courts other party, and any attempted assignment of that Stateany rights, duties or obligations hereunder without such consent shall be null and void. This Agreement shall be binding on the parties and their respective successors and permitted assigns. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their 23.4 All rights and remedies for conferred under this Agreement or by any other breachinstrument or law shall be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision. In the event that any portion of this Agreement shall be held to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect. 23.5 Headings of the Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 23.6 If any provision of this Agreement or the application of any such provision to any party or circumstance is held invalid, the remainder of this Agreement, and the application of such provision other than to the extent it is held invalid, will not be invalidated or affected thereby. 23.7 This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument.

General. (a) 8.1 You agree that you have may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without the power to enter into this License. (b) You will not be entitled to withhold by way of set-offCompany’s prior written consent. The Company may transfer, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to assign, charge, sub-contract or delegate their obligations under otherwise dispose of this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performingAgreement, or any failure to performof its rights or obligations arising under it, at any time during the term of their obligations if the delay or failure was due to any cause beyond its reasonable controlAgreement. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations 8.2 You may not export all or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If Software directly or indirectly without obtaining any required written approval of any applicable government or regulatory authority and the written approval of the provisions Company. In addition, you shall comply with any applicable export laws and regulations applicable to the jurisdiction in these terms are held not to be valid, which the remaining provisions of these terms shall remain Software was obtained and in full force and effectwhich it is used. (g) These conditions are 8.3 This Agreement shall be governed by and construed in accordance with the laws of England. The United Nations Convention on Contracts for the State in which International Sale of Goods does not apply to this Agreement. 8.4 All disputes arising between you and the accommodation is located. You agree Company with respect to submit this Agreement shall be subject to the exclusive jurisdiction of the Courts competent courts of that StateEngland. Notwithstanding the foregoing, Company may seek immediate injunctive or other equitable relief in a court of competent jurisdiction in connection with any breach or alleged breach of the provisions of this Agreement. 8.5 You agree that this Agreement and any document expressly referred to in it (hincluding the License) If is the entire agreement between you breach these terms and conditions the Company concerning the Software and Coffs Coast Accommodation decides Documentation and supersedes all proposals or prior agreements, verbal or written, and any other communications between you and the Company relating to take no action or neglects the Software and Documentation. 8.6 No amendment to do so, then Coffs Coast Accommodation this Agreement shall be effective unless signed by a duly authorized representative of both parties. 8.7 The Company will still not be entitled liable to take action and enforce their rights and remedies you for any breach of this Agreement which arises because of any circumstances which the Company cannot reasonably be expected to control. 8.8 No term of this Agreement is enforceable by a person who is not a party to this Agreement, except that all Ricoh Affiliates and licensors are direct and intended third-party beneficiaries of this Agreement and shall have the benefit of and the right to enforce all provisions of this Agreement which benefit and are enforceable by Ricoh. 8.9 The original version of this Agreement is in English. If there are discrepancies between the English version of this Agreement and any other breachlanguage versions of this Agreement, the English version of this Agreement shall prevail. 8.10 Nothing in this Agreement affects any statutory rights of consumers under applicable law that cannot be waived or limited by contract.

General. (a) You agree 31.1 Each of the Parties is independent of the other and nothing contained in this Contract shall be construed to imply that you there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture and accordingly neither of the Parties shall have any right or authority to act on behalf of the power other nor to enter into bind the other by agreement or otherwise, unless expressly permitted by the terms of this LicenseContract. 31.2 Failure or delay by either Party to exercise an option or right conferred by this Contract shall not of itself constitute a waiver of such option or right. 31.3 The delay or failure by either Party to insist upon the strict performance of any provision, term or condition of this Contract or to exercise any right or remedy consequent upon such breach shall not constitute a waiver of any such breach or any subsequent breach of such provision, term or condition. 31.4 Any provision of this Contract which is held to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Contract and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. 31.5 If a provision of this Contract that is fundamental to the accomplishment of the purpose of this Contract is held to any extent to be invalid, the Authority and the Supplier shall negotiate in good faith immediately to remedy such invalidity. 31.6 Subject to Clause 31.7 of this Schedule 2 of these Call-off Terms and Conditions, each Party acknowledges and agrees that it has not relied on any representation, warranty or undertaking (bwhether written or oral) You will in relation to the subject matter of this Contract and therefore irrevocably and unconditionally waives any rights it may have to claim damages against the other Party for any misrepresentation or undertaking (whether made carelessly or not) or for breach of any warranty. 31.7 The waiver contained at Clause 31.6 of this Schedule 2 of these Call-off Terms and Conditions above shall not apply if the representation, undertaking or warranty relied upon: 31.7.1 is set out in this Contract; and/or 31.7.2 was made fraudulently. 31.8 Each Party shall bear its own expenses in relation to the preparation and execution of this Contract including all costs, legal fees and other expenses so incurred. 31.9 The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by general ▇▇▇, or by any other contract or document. In this Clause 31.9 of this Schedule 2 of these Call-off Terms and Conditions, right includes any power, privilege, remedy, or proprietary or security interest. 31.10 Unless otherwise expressly stated in this Contract, a person who is not a party to this Contract shall have no right to enforce any terms of it which confer a benefit on such person except that a Successor and/or a Third Party may directly enforce any indemnities or other rights provided to it under this Contract. No such person shall be entitled to withhold by way object to or be required to consent to any amendment to the provisions of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthis Contract. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach 31.11 Each Party undertakes at the request of these terms by reason of any delay in performinganother, or any failure to perform, any of their obligations if and at the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part cost of the wording were deletedrequesting Party, then such provision shall apply with such deletions as to do all acts and execute all documents which may be necessary to make it valid. If any give effect to the meaning and intention of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectthis Contract. 31.12 This Contract, any variation in writing signed by an authorised representative of each Party and any document referred to (gexplicitly or by implication) These in this Contract or any variation to this Contract, contain the entire understanding between the Supplier and the Authority relating to the Services to the exclusion of all previous agreements, confirmations and understandings and there are no promises, terms, conditions are or obligations whether oral or written, express or implied other than those contained or referred to in this Contract. Nothing in this Contract seeks to exclude either Party's liability for Fraud. Any tender conditions and/or disclaimers set out in the Authority’s procurement documentation leading to the award of this Contract shall form part of this Contract. 31.13 This Contract, and any Dispute or claim arising out of or in connection with it or its subject matter (including any non-contractual claims), shall be governed by by, and construed in accordance with with, the laws of England and Wales. 31.14 Subject to Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, the State Parties irrevocably agree that the courts of England and Wales shall have non- exclusive jurisdiction to settle any Dispute or claim that arises out of or in connection with this Contract or its subject matter. 31.15 All written and oral communications and all written material referred to under this Contract must be produced or conducted in the English language. 31.16 This Contract may be executed in any number of counterparts and by the Parties on separate counterparts, each of which so executed and delivered shall be an original, but all the accommodation counterparts will together constitute one and the same agreement. 31.17 No counterpart shall be effective until each of the Parties has executed and delivered at least one counterpart. Where more than one Supplier is locateda Party to this Agreement, then delivery by the Authority for the purposes of Clause Error! Reference source not found. You agree to submit of this Error! Reference source not found. of these Call-off Terms and Conditions shall be delivery to the exclusive jurisdiction person identified as the Contract Manager or Lead Contract Manager, and delivery by the Supplier shall be delivery to the Authority. Delivery of an executed counterpart is not required by the Supplier to any other of the Courts of that StateSuppliers. 31.18 Each Party may execute this Contract: 31.18.1 under hand, by their authorised signatory signing the Contract in the appropriate place in the body of this Contract; or 31.18.2 by the application of an electronic signature, by inserting a JPEG image of their authorised signatory’s signature in the appropriate place in the body of this Contract. 31.19 Delivery of an executed counterpart of this Contract (hbut for the avoidance of doubt not just a signature page) If you breach for the purposes of Clause 31.16 of this Error! Reference source not found. of these terms Call-off Terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still Conditions shall be entitled to take action and enforce their rights and remedies by any method permitted for any other breach.notices under this Contract at Clause 28.1 of this Error! Reference source not found. of these Call-off

General. (a) You agree that you have The Partnership has the power unconditional right to enter into accept or reject any subscriptions. If the Partnership rejects this Licensesubscription it will, in a timely manner, cause the return to the Subscriber of the funds tendered herewith, without interest thereon or deduction therefrom. (b) You will not The contract arising out of this Subscription Agreement and all documents relating thereto shall be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is locatedProvince of British Columbia. You agree to submit The Subscriber irrevocably attorns to the exclusive jurisdiction of the Courts courts of that Statethe Province of British Columbia with respect to any matters arising out of this Subscription Agreement. (c) Time will, in all respects, be of the essence regarding this Subscription Agreement and all matters and transactions contemplated herein. (d) This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. (e) If any provision of this Subscription Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this agreement and such void or unenforceable provision shall be severable from this agreement. (f) The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby. (g) This Subscription Agreement is not transferable or assignable. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still The Partnership shall be entitled to rely on delivery of a facsimile copy of executed subscriptions, and acceptance by the Partnership of such facsimile subscriptions shall be legally effective to create a valid and binding agreement between the Subscriber and the Partnership in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which when taken together will constitute one and the same document. (i) This Subscription Agreement is intended to and will take action effect on the date when this Subscription Agreement is executed by the Partnership, notwithstanding its actual date of execution by the Subscriber. [ ] (1) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000, [ ] (2) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and enforce their rights and remedies for any other breach.who, in either case, reasonably expects to exceed that net income level in the current calendar year,

General. (a) You 9.1 This Agreement shall commence on the date the written confirmation of the accuracy of the Event Booking Contract is received by Birkbeck and shall end when either Birkbeck has provided the Facilities or the Client pays Birkbeck's final invoice, whichever is the later. 9.2 The Client and Birkbeck agree that you this Agreement (and any documents referred to herein) constitutes the entire agreement and understanding of the parties and save as provided for specifically herein may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. 9.3 Each party warrants that in entering into this Agreement it is not relying on and shall have no other remedy in respect of any written or oral statement, warranty, representation or understanding of any person, whether a party or not, other than expressly as stated in this Agreement. 9.4 This Agreement shall be governed by the power laws of England and shall be subject to the non-exclusive jurisdiction of the English courts. 9.5 This Agreement constitutes an offer by Birkbeck to provide the Facilities to the Client. By completing and returning the online ‘Booking Confirmation Form’ the Client is confirming to Birkbeck that the Facilities requested are accurate for its purposes and that the Client accepts Birkbeck's offer and wishes to enter into this Licensea binding contract. (b) You will not be entitled to withhold 9.6 No failure or delay by way either party in exercising any of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations its rights under this agreement. (d) Coffs Coast Accommodation would not be liable to you or Agreement shall be deemed to be in a waiver of that right, and no waiver by either party of any breach of these terms this Agreement by reason the other shall be considered as a waiver of any delay in performing, subsequent breach of the same or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlother provision. 9.7 A party who is not a party to this Agreement has no right to enforce or rely on any term or condition of this Agreement under the Contracts (eRights of Third Parties) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing ▇▇▇ ▇▇▇▇ or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However Rooms must be vacated by 5.00pm, if any provision of these terms is held not to allow enough time for arrangements to be valid made for Birkbeck's own evening teaching, except where express permission has been granted for an extension  Consumption of food and drink in lecture theatres is not permitted under any circumstances  Consumption of food and drink in teaching rooms is not permitted unless provided by the Birkbeck Catering department  In the interest of Health & Safety, Birkbeck College operates a Court non-smoking policy and smoking is only allowed on the terrace of competent jurisdiction the Student Union Bar in Malet Street.  Re-arrangement of furniture in teaching rooms is permitted but would the furniture must be valid if replaced to its original layout when users vacate the accommodation.  Notices, posters or signposts are not allowed to be affixed anywhere without permission.  Most College buildings are adapted for use by disabled persons but users of the College are advised to check on the suitability of particular buildings before booking rooms.  The College does not accept any responsibility for the theft of personal property or any course material delivered to the College.  Hired audio-visual equipment should be treated with care and users are expected to ask for help should they be unfamiliar with any equipment provided by the College. Hirers are asked to keep rooms with portable AV equipment secure at all times by either asking the reception for a key to lock the room or contacting the AV Department to remove the equipment when leaving the room for any reason. The cost of replacing any equipment stolen from an unsecured room will be charged to the organisation using the room.  Hire of rooms does not entitle the users to describe themselves as part of Birkbeck College; the wording were deleted, then such provision shall apply with such deletions as name of the College may only be necessary used for location purposes.  Hire of rooms does not entitle the users to make it valid. If any use of the provisions College Library or Computing Facilities.  Clients must ensure that they and their invitees, guests and visitors to Birkbeck conduct themselves in these terms are held not to be valid, the remaining provisions of these terms shall remain a fashion in full force and effect. (g) These conditions are governed by and construed in accordance keeping with the laws inclusive nature of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.College

General. This agreement is governed by and interpreted under the laws of the State of Utah (awithout regard to conflict of law principles) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent United States of America. All disputes hereunder shall be resolved in the entire Agreement between applicable state or federal courts in either the parties and supersede any previous marketing information, representations State of Utah or agreements whether recorded in writing or otherwise. (f) the State of Pennsylvania. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. In the event that these terms are fair and reasonable in all the circumstances. However, if any provision one or more provisions of these terms is this Agreement shall for any reason be held not to be valid by a Court any tribunal of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be validinvalid, illegal, or unenforceable, the remaining provisions of these terms this Agreement shall remain be unimpaired, and each invalid, illegal , or unenforceable provision shall be treated by the tribunal as modified to the least extent necessary to rectify its invalidity, illegality, or unenforceability and shall be enforced as so modified. If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in full force addition to any other relief to which it may be entitled. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed to be a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of continuing or future breaches. This Agreement will be binding upon and effect. (g) These conditions are governed by and construed in accordance with inure to the laws benefit of the State in which the accommodation is locatedparties’ successors and permitted assigns. ProModel may assign its rights and obligations under this Agreement without your permission. You agree may not assign your rights or obligations under this Agreement. This Agreement is personal to submit you and any attempt by you to assign your rights or obligations shall be null and void. This Agreement shall be deemed to control and constitute the entire understanding of the parties with respect to the exclusive jurisdiction software package and the subject matter of this Agreement. Any amendment or modification of this Agreement must be in a signed writing executed by both parties. Further, both parties have carefully read and understand the Courts of that State. (h) If you breach these terms and conditions of this Agreement and, as such, the terms and Coffs Coast Accommodation decides to take no action conditions contained herein shall not be construed against a party because such party drafted, or neglects to do soprimarily drafted, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachsuch language or provision.

General. (a) You agree that you Section titles are only for convenience and have the power to enter into this Licenseno legal or contractual significance. Any list of examples following “including” or “e.g.,” is illustrative and not exhaustive, unless qualified by terms like “only” or “solely. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any ” Bluetooth SIG’s failure to perform, any of their obligations act with respect to a breach by Organization or others does not waive its rights to act with respect to subsequent or similar breaches. A waiver will only be binding on Bluetooth SIG if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded it is in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstancesa written document signed by Bluetooth SIG. However, if If any provision of these terms this Agreement is held not to be valid by a Court court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be validillegal, invalid, or unenforceable, the remaining provisions of these terms shall terms, covenants and restrictions will remain in full force and effect. (g) These conditions are governed by . Organization and construed in accordance with Bluetooth SIG intend that the laws provisions of the State in which the accommodation is located. You agree to submit this Agreement be enforced to the exclusive jurisdiction fullest extent permitted by applicable law. Accordingly, Organization and Bluetooth SIG agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Bluetooth SIG may assign this Agreement, in whole or in part, at any time with or without notice to Organization. Organization may not assign or transfer this Agreement or any of its rights under this Agreement. This Agreement will be binding upon Bluetooth SIG’s successors and assigns. This Agreement constitutes the Courts entire agreement between Organization and Bluetooth SIG with respect to any Assigned Value listed in Exhibit A. Both Organization and Bluetooth SIG warrant to each other that, in entering this agreement, neither Bluetooth SIG nor Organization has relied on nor will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in this Agreement. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than Organization and Bluetooth SIG, or Bluetooth SIG’s successors and permitted assigns, will have any right to enforce this Agreement. This Agreement may be executed in counterparts, each of that Statewhich will be an original and all of which together will constitute one and the same agreement. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree 31.1 Each of the Parties is independent of the other and nothing contained in this Contract shall be construed to imply that you there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture and accordingly neither of the Parties shall have any right or authority to act on behalf of the power other nor to enter into bind the other by agreement or otherwise, unless expressly permitted by the terms of this LicenseContract. 31.2 Failure or delay by either Party to exercise an option or right conferred by this Contract shall not of itself constitute a waiver of such option or right. 31.3 The delay or failure by either Party to insist upon the strict performance of any provision, term or condition of this Contract or to exercise any right or remedy consequent upon such breach shall not constitute a waiver of any such breach or any subsequent breach of such provision, term or condition. 31.4 Any provision of this Contract which is held to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Contract and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. 31.5 If a provision of this Contract that is fundamental to the accomplishment of the purpose of this Contract is held to any extent to be invalid, the Authority and the Supplier shall negotiate in good faith immediately to remedy such invalidity. 31.6 Subject to Clause 31.7 of this Schedule 2 of these Call-off Terms and Conditions, each Party acknowledges and agrees that it has not relied on any representation, warranty or undertaking (bwhether written or oral) You will in relation to the subject matter of this Contract and therefore irrevocably and unconditionally waives any rights it may have to claim damages against the other Party for any misrepresentation or undertaking (whether made carelessly or not) or for breach of any warranty. 31.7 The waiver contained at Clause 31.6 of this Schedule 2 of these Call-off Terms and Conditions above shall not apply if the representation, undertaking or warranty relied upon: 31.7.1 is set out in this Contract; and/or 31.7.2 was made fraudulently. 31.8 Each Party shall bear its own expenses in relation to the preparation and execution of this Contract including all costs, legal fees and other expenses so incurred. 31.9 The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by general ▇▇▇, or by any other contract or document. In this Clause 31.9 of this Schedule 2 of these Call-off Terms and Conditions, right includes any power, privilege, remedy, or proprietary or security interest. 31.10 Unless otherwise expressly stated in this Contract, a person who is not a party to this Contract shall have no right to enforce any terms of it which confer a benefit on such person except that a Successor and/or a Third Party may directly enforce any indemnities or other rights provided to it under this Contract. No such person shall be entitled to withhold by way object to or be required to consent to any amendment to the provisions of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthis Contract. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach 31.11 Each Party undertakes at the request of these terms by reason of any delay in performinganother, or any failure to perform, any of their obligations if and at the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part cost of the wording were deletedrequesting Party, then such provision shall apply with such deletions as to do all acts and execute all documents which may be necessary to make it valid. If any give effect to the meaning and intention of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectthis Contract. 31.12 This Contract, any variation in writing signed by an authorised representative of each Party and any document referred to (gexplicitly or by implication) These in this Contract or any variation to this Contract, contain the entire understanding between the Supplier and the Authority relating to the Services to the exclusion of all previous agreements, confirmations and understandings and there are no promises, terms, conditions are or obligations whether oral or written, express or implied other than those contained or referred to in this Contract. Nothing in this Contract seeks to exclude either Party's liability for Fraud. Any tender conditions and/or disclaimers set out in the Authority’s procurement documentation leading to the award of this Contract shall form part of this Contract. 31.13 This Contract, and any Dispute or claim arising out of or in connection with it or its subject matter (including any non-contractual claims), shall be governed by by, and construed in accordance with with, the laws of England and Wales. 31.14 Subject to Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, the State Parties irrevocably agree that the courts of England and Wales shall have non- exclusive jurisdiction to settle any Dispute or claim that arises out of or in connection with this Contract or its subject matter. 31.15 All written and oral communications and all written material referred to under this Contract must be produced or conducted in the English language. 31.16 This Contract may be executed in any number of counterparts and by the Parties on separate counterparts, each of which so executed and delivered shall be an original, but all the accommodation counterparts will together constitute one and the same agreement. 31.17 No counterpart shall be effective until each of the Parties has executed and delivered at least one counterpart. Where more than one Supplier is locateda Party to this Agreement, then delivery by the Authority for the purposes of Clause Error! Reference source n ot found. You agree to submit of this Error! Reference source not found. of these Call-off Terms and Conditions shall be delivery to the exclusive jurisdiction person identified as the Contract Manager or Lead Contract Manager, and delivery by the Supplier shall be delivery to the Authority. Delivery of an executed counterpart is not required by the Supplier to any other of the Courts of that StateSuppliers. 31.18 Each Party may execute this Contract: 31.18.1 under hand, by their authorised signatory signing the Contract in the appropriate place in the body of this Contract; or 31.18.2 by the application of an electronic signature, by inserting a JPEG image of their authorised signatory’s signature in the appropriate place in the body of this Contract. 31.19 Delivery of an executed counterpart of this Contract (hbut for the avoidance of doubt not just a signature page) for the purposes of Clause 31.16 of this Error! Reference s ource not found. of these Call-off Terms and Conditions shall be by any method permitted for notices under this Contract at Clause 28.1 of this Error! Reference s ource not found. of these Call-off Terms and Conditions. If you breach delivery of an executed counterpart is by email the executed counterpart shall be transmitted in PDF, JPEG, or by an alternative format if agreed between the Parties. Delivery shall occur at the time of receipt as determined by applying the provisions of Clause 28.2 of this Error! R eference source not found. of these terms Call-off Terms and conditions and Coffs Coast Accommodation decides Conditions. 31.20 If delivery by email is adopted then, without prejudice to take no action or neglects the validity of the Contract, each Party shall provide the other Party with the originals of such counterparts as soon as reasonably possible thereafter. Where more than one Supplier is a Party to do sothis Contract, then Coffs Coast Accommodation will still be entitled the Authority shall provide the originals of counterparts executed by the Authority to take action the person identified as the Lead Contract Manager, and enforce their rights and remedies each of the Suppliers shall provide to the Authority the originals of counterparts executed by such Supplier. Suppliers are not, for the avoidance of doubt, required to provide the originals of counterparts executed by such Supplier to any other breachof the Suppliers. 31.21 In relation to all third party claims against the Authority, which are the subject of any indemnity given by the Supplier under this Contract, the Authority shall: 31.21.1 notify the Supplier of any such claims as soon as reasonably practicable; and 31.21.2 use its reasonable endeavours, upon a written request from the Supplier, to transfer the conduct of such claims to the Supplier unless restricted from doing so. Such restrictions may include, without limitation, any restrictions: (i) relating to any legal, regulatory, governance, information governance, or confidentiality obligations on the Authority; and/or (ii) relating to the Authority’s membership of any indemnity and/or risk pooling arrangements. Such transfer shall be subject to the Parties agreeing appropriate terms for the conduct of the third party claim by the Supplier (to include, without limitation, the right of the Authority to be informed and consulted on the ongoing conduct of the claim following such transfer and any reasonable cooperation required by the Supplier from the Authority). 31.21.3 Where the Authority is restricted from transferring any claim to the Supplier in accordance with Clause 31.21 of Schedule 2 of these Call-off Terms and Conditions, the Authority shall in relation to any such claim: (i) notify the Supplier about the claim in writing; (ii) consult with the Supplier about its conduct; 31.21.4 where the Authority chooses to defend the claim, following consultation with the Supplier, defend such claim diligently and, where appropriate, using competent counsel; and 31.21.5 where the Authority is considering settling the claim, consult with the Supplier about whether to settle it and the terms of any such settlement.

General. (a) You agree that you Words and phrases used in these Terms of Use have the power to enter into this License. (b) You will not be entitled to withhold by way definition given in these Terms of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. HoweverUse or, if not defined herein, have their plain English meaning as commonly interpreted in the United States. As used in these Terms of Use, the term “including” means “including, but not limited to.” Section headings are for reference purposes only. Our failure at any time to require performance of any provision of these terms is held Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing and signed in ink by the party to be valid by bound. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a Court waiver of competent jurisdiction but would be valid if part any continuing or succeeding breach of such provision, a waiver of the wording were deletedprovision itself, then such provision shall apply with such deletions as may be necessary to make it validor a waiver of any right under these Terms of Use. If any provision of these Terms of Use is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the provisions in these terms are held not to be validremaining provisions, and the court will substitute for such provision the valid and enforceable provision that most closely approximates the intent and economic effect of such provision. The remaining provisions of these terms shall Terms of Use will remain in full force and effect. (g) These conditions . Unless you have entered into a separate agreement with GCG regarding the Site, these Terms of Use, together with any client agreement to which you may be subject, set forth the entire understanding and agreement between us and supersede all prior understandings and agreements between you and us with respect to the subject matter hereof. The parties hereto are governed by and construed in accordance with the laws independent parties, not agents, employees or employers of the State in which the accommodation is located. You agree other, or joint ventures, and neither acquires hereunder any right or ability to submit to the exclusive jurisdiction bind or enter into any obligation on behalf of the Courts other. Any assignment in violation of that Statethe foregoing will be null and void. We may freely assign these Terms. These Terms of Use may be amended only as set forth above. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 12.1 Time is of the power to enter into this Licenseessence hereof. (b) You 12.2 Neither this Subscription Agreement nor any provision hereof will not be entitled to withhold modified, changed, discharged or terminated except by way of set-offan instrument in writing signed by the party against whom any waiver, deduction change, discharge or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youtermination is sought. (c) Coffs Coast Accommodation 12.3 The parties hereto will execute and deliver all such further documents and instruments and do all such acts and things as may either before or after the execution of this Subscription Agreement be reasonably required to carry out the full intent and meaning of this Subscription Agreement. 12.4 This Subscription Agreement will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performingsubject to, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of British Columbia and the State in which laws of Canada as applicable therein and the accommodation is located. You agree to submit Subscriber hereby irrevocably attorns to the exclusive jurisdiction of the Courts of that Statesituate therein. (h) If you breach these 12.5 This Subscription Agreement may not be assigned by any party hereto. 12.6 Without limitation, this Subscription Agreement and the transactions contemplated hereby are conditional upon and subject to the Issuer receiving the acceptance of the TSX-V for this Subscription Agreement and the transactions contemplated hereby. 12.7 The Issuer will be entitled to rely on delivery of a facsimile or other electronic copy of this Subscription Agreement, and acceptance by the Issuer of a facsimile or other electronic copy of this Subscription Agreement will create a legal, valid and binding agreement between the Subscriber and the Issuer in accordance with its terms. 12.8 This Subscription Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed will be deemed to be an original, and all such counterparts together will constitute one and the same instrument. 12.9 This Subscription Agreement is deemed to be entered into on the acceptance date by Issuer, notwithstanding its actual date of execution by the Subscriber. 12.10 The Subscriber and each beneficial purchaser, if any, acknowledge their consent and request that all documents evidencing or relating in any way to the purchase of the Shares be drawn up in the English language only. Nous reconnaissons par les présentes avoir consenté et demandé que tous les documents faisant foi ou se rapportant de quelque manière à l’achat des actions ordinaries soient rédigés en anglais seulement. 12.11 This Subscription Agreement, including, without limitation, the representations, warranties, acknowledgements and covenants contained herein, will survive and continue in full force and effect and be binding upon the parties notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto, the completion of the issue of Shares of the Issuer and any subsequent disposition by the Subscriber of the Shares. 12.12 The invalidity or unenforceability of any particular provision of this Subscription Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement. 12.13 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Securities and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute, by common law, by the Issuer, by the Subscriber, or by anyone else. In the event that execution pages are delivered to the Issuer without this entire Agreement, the Issuer is entitled to assume that the Subscriber, and each beneficial purchaser for whom it is acting, has accepted all of the terms and conditions and Coffs Coast Accommodation decides to take no action contained in the parts of this Subscription Agreement that are not returned, without amendment or neglects to do somodification. 12.14 Unless otherwise stated, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachall monetary amounts expressed herein are Canadian Dollars.

General. (a) You agree that you have 9.1 The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the power to enter into scope, extent or intent of this LicenseAgreement or any provision thereof. (b) You will not be entitled 9.2 Time is hereby expressly made of the essence of this Agreement with respect to withhold the performance by way the parties of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their respective obligations under this agreementAgreement. (d) Coffs Coast Accommodation would 9.3 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. This Agreement may not be liable to you or be deemed to be in breach assigned by either party hereto without the prior express written consent of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlother party. (e) These terms and the Booking Summary represent the entire 9.4 This Agreement supersedes all prior agreements entered into between the parties and supersede any previous marketing informationconstitutes the entire agreement between the parties hereto relating to the subject matter hereof and may not be amended, representations waived or agreements whether recorded discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or otherwisedischarge is sought and this Agreement supersedes all prior agreements between the parties. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part 9.5 Each of the wording were deleted, then parties hereto hereby covenants and agrees to execute such provision shall apply with further and other documents and instruments and do such deletions further acts and other things as may be necessary to make it valid. If any implement and carry out the intent of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectthis Agreement. (g) These conditions are governed 9.6 All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed by postage prepaid double registered mail addressed as follows: To the Company: OPTIMA PETROLEUM CORPORATION, Suite 600 - 595 ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia, V6C 2T5; Attention: The President HODG▇▇▇▇▇▇ ▇▇▇ITIES CORPORATION, Suite 600 - 595 ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia, V6C 2T5; Attention: The President or to such other address as may be given in writing by the Company or the Consultant and construed in accordance with shall be deemed to have been received, if delivered, on the laws date of delivery and if mailed as aforesaid at Vancouver, British Columbia then on the State in which third business day following the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that Stateposting thereof. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (i) The Notes of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, stock exchange rule or DTC rule or usage or with any rules or regulations pursuant thereto, all as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. The Obligor shall furnish any such legends to the Trustee in writing. (ii) The Definitive Notes, if any, shall be printed, lithographed or engraved or produced by any combination of those methods on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. (iii) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Obligor and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Nothing in the preceding sentence shall, however, limit the effect of the second paragraph of Section 2.02(1). However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors and set forth in an Officer’s Certificate, or established in any such indenture supplemental hereto. (iv) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (v) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in or pursuant to a resolution of the Board of Directors and set forth in an Officer’s Certificate or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series: (a) You agree that you have the power to enter into this License.title of the Notes of the series (which shall distinguish the Notes of the series from all other Notes); (b) You will not be entitled to withhold by way any limit upon the aggregate principal amount of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts the Notes of the series that may be owed authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to you.Section 2.03, 2.04, 2.05, 8.07 or any optional redemption provision pursuant to Section 2.01(1)(v)(f)); (c) Coffs Coast Accommodation will be entitled to sub-contract the date or delegate their obligations under this agreement.dates on which the principal of the Notes of the series is payable; (d) Coffs Coast Accommodation would not be liable to you the rate or be deemed to be in breach rates at which the Notes of these terms by reason of any delay in performingthe series shall bear interest, if any, or any failure the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Record Dates, if any, for the determination of Holders to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control.whom interest is payable; (e) These terms the place or places where the principal of and any premium and interest on the Booking Summary represent Notes of the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise.series shall be payable; (f) The parties agree that these terms are fair and reasonable in all the circumstances. Howeverany optional redemption, if any provision sinking fund, or change of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect.control put provisions; (g) These conditions are governed by and construed in accordance with if other than the laws principal amount thereof, the portion of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction principal amount of Notes of the Courts series which shall be payable upon declaration of that State.acceleration of the Maturity thereof pursuant to Section 4.02; (h) If you breach these terms the Issue Date; (i) the issue price (expressed as a percentage of the aggregate principal amount of the Notes) at which the Notes will be issued; (j) if the Notes of the series are issuable in whole or in part in the form of Definitive Notes or as one or more Global Notes, and conditions and Coffs Coast Accommodation decides to take no action or neglects to do if so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies the identity of the Depositary for such Global Notes if other than DTC; (k) any other breachterms of the series (which terms shall not be inconsistent with the provisions of this Indenture); (l) any additions to, deletions of or changes in the Events of Default with respect to the Notes of a particular series; (m) any additions to, deletions of or changes in the covenants of the Obligor that apply with respect to the Notes of a particular series; and (n) any other terms of the series (which may supplement, modify or delete any provision of this Indenture insofar as it applies to such series). Notwithstanding Section 2.01(1)(v)(b) and unless otherwise expressly provided with respect to a series of Notes, the aggregate principal amount of a series of Notes may be increased and additional Notes of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased; provided that, any such additional Notes shall have identical terms as the Outstanding Notes of such series, other than, at the Obligor’s option, with respect to the date of issuance, issue price, first Interest Payment Date, interest accrual date and amount of interest payable on the first Interest Payment Date applicable thereto; provided further, that any such additional Notes shall be treated as a single class with the Outstanding Notes of such series for all purposes under this Indenture.

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that 13.1 This Agreement may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement. (d) Coffs Coast Accommodation would 13.2 A variation of this Agreement is only valid if it is in writing and signed by or on behalf of each Party. 13.3 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not be liable to you impair or be deemed to be constitute a waiver of the right or remedy or an impairment of or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. 13.4 Either Party’s rights and remedies contained in breach of these terms by reason this Agreement are cumulative and are not exclusive of any delay in performing, rights or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlremedies provided by law. (e) These terms 13.5 Except to the extent that they have been performed and except where this Agreement expressly provides otherwise, the Booking Summary represent the entire warranties, representations, obligations and undertakings contained in this Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded remain in writing or otherwiseforce after Completion. (f) 13.6 The parties agree that these terms are fair and reasonable in all the circumstances. Howeverinvalidity, if illegality or unenforceability of any provision of these this Agreement does not affect the continuation in force of the remainder of this Agreement. 13.7 This Agreement shall be binding upon and enure to the benefit of each Party and its or any subsequent successors. 13.8 Each Party agrees to take all such action or procure that all such action be taken as is reasonable in order to implement the terms is held not of this Agreement or any transaction, matter or thing contemplated by this Agreement. 13.9 Each Party shall pay its own costs relating to the negotiation, preparation, execution and performance by it of this Agreement and of each document referred to in it. 13.10 Any taxes (including stamp duties) arising as a consequence of the capital increase of Telefónica as provided for in this Agreement shall be borne by Telefónica. Any taxes arising as a consequence of the capital increase of China Unicom as provided for in this Agreement shall be borne by China Unicom. 13.11 A Party shall, on reasonable request from the other Party, do and execute or cause to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleteddone and executed all such further acts, then such provision shall apply with such deletions deeds, things and documents as may be necessary to make it valid. If give effect to the terms of this Agreement. 13.12 Each Party may not, without the prior written consent of the other Party, assign, transfer, declare a trust for the benefit of or in any other way alienate any of its obligations or rights under this Agreement whether in whole or in part except that Telefónica or China Unicom, as the provisions in these terms are held not case may be, may designate any of its subsidiaries to be validthe registered holder of the China Unicom Shares or the Telefónica Shares, as the remaining provisions of these terms case may be, to be issued or transferred to it hereunder provided always that such Party shall remain in full force fully liable for all obligations, covenants and effectundertakings set out herein. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have 13.1 EICI STANDARD TERMS AND CONDITIONS together with the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if Express Terminal Services Agreement along with the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent exhibits contain the entire Agreement understanding between the parties in respect of the subject matter hereof, and supersede any previous marketing informationsupersedes all other prior agreements, addendums, letters, representations and undertakings, whether oral or agreements whether recorded in writing or otherwisewritten. (f) 13.2 If any term or condition of these EICI STANDARD TERMS AND CONDITIONS shall to any extent be or become invalid or unenforceable the remainder of the EICI STANDARD TERMS AND CONDITIONS shall not be affected thereby and all other terms and conditions shall be valid and enforceable to the fullest extent permitted by law. 13.3 The parties Express Company nor any person acting on its behalf will give, promise to give, or offer to give, any loan, gift, donation, payment or other item of value directly or indirectly to or for the benefit of any Indian government official or political party, or to the employee’s of the EICI or its vendors to obtain or retain business or to secure any improper advantage for the Express Company in the course of availing the Facilities and Services at the Express Terminal. . 13.4 Nothing in this Agreement is or is intended to create or constitute a partnership or joint venture between the Parties. 13.5 This Agreement is personal to the Express Company and may not be assigned in whole or in part by the Express Company without the express written consent of EICI. 13.6 The Parties agree that these terms are fair this Agreement shall be legally binding on the Express Company and reasonable in all shall be executed by the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part duly authorized signatory of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If Express Company. 13.7 No amendment or waiver of any of the provisions of this Agreement shall be binding on EICI unless made in these writing and signed by EICI. 13.8 Except as otherwise agreed, the Parties agree to keep the terms are held not of this Agreement strictly confidential except for any disclosure required to be valid, made by law and except for any disclosure required for the remaining purpose of implementing the provisions of these terms shall remain in full force and effectthe Agreement, provided that a similar duty of confidentiality is imposed on any party to whom any information is disclosed. (g) These conditions are 13.9 This Agreement has been executed by the Parties hereto of their own free will, without any coercion and undue influence and shall be valid and legally binding on both Parties from the date above written. 13.10 This Agreement shall be governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that StateIndia. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree The obligations of the Contractor set out in this Agreement apply to all Confidential Information received from UBC or accessed by the Contractor whether or not the Confidential Information was received or accessed before or after the execution of this Agreement and whether or not the Confidential Information is related to the Purposes. The obligations of the Contractor set out in this Agreement survive the termination of this Agreement and any other agreement between the Contractor and UBC, unless expressly superseded thereby. The Contractor acknowledges that you have irreparable damage to UBC may occur if the power Contractor breaches any provision of this Agreement and that monetary damages may not be a sufficient remedy. Accordingly, in addition to enter into this License. (b) You any other remedy to which UBC may be entitled at law or in equity, the Contractor hereby consents to and will not be entitled oppose any application of UBC for injunctive relief to withhold by way prevent breaches of set-off, deduction or counterclaim any amounts which you owe the provisions of this Agreement and to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if enforce specifically the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent provisions hereof in any court of competent jurisdiction. This Agreement constitutes the entire Agreement agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not with respect to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it validConfidential Information. If there is any inconsistency or conflict between the terms of this Agreement and any other agreement between the parties relating to the Confidential Information, the terms of this Agreement govern. UBC may, by notice in writing, immediately terminate any agreement between the parties if the Contractor breaches any of the provisions in these terms are held of this Agreement. This Agreement is binding on and enures to the benefit of the parties hereto and to their respective successors and permitted assigns. This Agreement is not to be validassignable without the prior written consent of the other party. This Agreement is governed by, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with with, the laws of the State in which Province of British Columbia and the accommodation is locatedlaws of Canada applicable therein. You Each of the parties agree to bring any action arising out of or related to this Agreement in a court of British Columbia and the parties hereby submit to the exclusive jurisdiction of the Courts courts of that StateBritish Columbia. Any notice required or permitted under this Agreement must be in writing and may be given by personal delivery, overnight courier, mail or facsimile transmission to the Contractor at the Contractor’s Mailing Address, and to UBC at UBC's Mailing Address, both as set out on the first page of this Agreement. Notices given by personal delivery will be deemed to have been received on the date of the delivery. Notices given by overnight courier or facsimile transmission will be deemed to have been received on the day following the date of delivery. Notices delivered by mail will be deemed to have been received on the third day following the date of mailing. This Agreement may be signed and delivered by the Contractor by electronic means. Upon receipt by UBC of an electronic image of this executed Agreement, the electronic image shall be considered authoritative and shall be legally binding on the parties. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. (a) You agree that you have This Agreement shall be for the power to enter into this Licensebenefit of and be binding upon the Parties hereto, their respective successors and permitted assigns. (b) You will If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provisions shall be entitled to withhold by way severable from the remainder of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthis Agreement. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent The provisions herein constitute the entire Agreement between the parties Parties hereto and supersede all previous expectations, understanding, communications, representations, and agreements, whether verbal or written, between the Parties with respect to the subject matter hereof. d) Any inconsistency between this Agreement, and the policies, guidelines, or documents appended to or incorporated by reference into this Agreement will be resolved in favour of the Agreement. e) The failure by either Party at any previous marketing informationtime to require strict performance by the other, representations of any term or agreements whether recorded provision of the Agreement shall not constitute a waiver or breach of such or any other term or provision of this Agreement, nor shall it constitute a waiver of any succeeding breach of any other term or provision. f) No amendment to this Agreement shall be enforceable unless the same is in writing or otherwiseand signed by the Parties hereto. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are This Agreement shall be governed by and construed in accordance with according to the laws of the State in which Province of British Columbia and the accommodation is located. You laws of Canada applicable therein, and the Parties agree to submit attorn exclusively to the exclusive jurisdiction of the Courts courts of that StateBritish Columbia. (h) If you breach these terms Neither Party may assign its rights under this Agreement. i) Sections 10 (Privacy and conditions Confidentiality), 11 (Termination), 12 (Indemnification), 13 (Insurance), 14 (g) (Governing Law) and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action 14(k) (Notice) and enforce their rights and remedies for any other breachsections, including Schedules, herein that should survive in accordance with their terms shall survive the termination or expiration of this Agreement. j) This Agreement and all documents contemplated by or in connection with this Agreement may be executed and delivered in any number of counterparts with the same effect as if all Parties had signed and delivered the same document. All counterparts will be construed together to be an original and will constitute one and the same Agreement. Both Parties must deliver an executed copy of this Agreement to the other Party. k) Each notice to a Party must be given in writing. A notice may be delivered to a representative of the Party by hand, fax, or email as set out on the first page of this Agreement. Any notice delivered on a Business Day before 4:00 p.m. Pacific Time shall be deemed to have been given on that Business Day and after 4:00 p.m. shall be deemed to have been given on the next Business Day. l) Wherever appropriate in this Agreement, a singular term shall be construed to mean the plural where necessary, and a plural term the singular. The remainder of this page left intentionally blank. Schedule A follows on the next page.

General. (a) You agree that you have 15.1 This Agreement, the power appendices, and any documents referenced herein represent the entire agreement between the Parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of any kind or nature between the Parties. Notwithstanding the aforementioned, this Agreement shall be read in conjunction with the Darktrace Master Customer Agreement, Master Hosted Terms or Master Services Agreement entered into by the Parties however in the event of any discrepancy between this Agreement and one or more of the aforementioned, with respect to receipt of a Darktrace Certification or provision of a Training Session, this Agreement shall take precedence. 15.2 Each Party acknowledges and agrees that, in connection with this Agreement, it has not been induced to enter into this LicenseAgreement in reliance upon, and does not have any remedy in respect of, any representation or other promise of any nature other than as expressly set out in this Agreement. Each Party acknowledges and agrees that it has had the opportunity to review this Agreement with legal counsel of its choice and there will be no presumption that ambiguities will be construed or interpreted against the drafter. 15.3 No modification of this Agreement will be effective unless in writing and signed by both Parties. Notwithstanding the aforementioned, Darktrace may amend this Agreement without consent where Darktrace deems it reasonably necessary for the delivery of the Course, Exam or Training Session(s) or receipt of the Darktrace Certification. 15.4 The illegality or unenforceability of any provision of this Agreement will not affect the validity and enforceability of any legal and enforceable provisions hereof. 15.5 Neither Party will be liable for any failure or delay in in performing services or any other obligation under this Agreement, nor for any damages suffered by the other by reason of such failure or delay which is, indirectly or directly, caused by an event beyond such Party’s reasonable control including, but not limited to, riots, natural catastrophes, terrorist acts, governmental intervention, refusal of licences by any government or other government agency, or other acts of God (beach an “Force Majeure Event”), and such non‐performance, hindrance or delay could not have been avoided by the non‐performing Party through commercially reasonable precautions and cannot be overcome by the non‐performing Party by commercially reasonable substitute services, alternate sources, workarounds or other means. During the continuation of a Force Majeure Event, the non‐performing Party will use commercially reasonable efforts to overcome a Force Majeure Event and, to the extent that it is able, continue to perform its obligations under the Agreement. 15.6 Any notice will be delivered by hand or sent by recorded delivery, registered post or registered airmail and satisfactory proof of such delivery must be retained by the sender. All notices will only become effective on actual receipt. Any notices required to be given to Darktrace in writing, or any questions concerning this Agreement, should be addressed to: Attn: Legal Department, Darktrace Holdings Limited, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Building, ▇▇▇▇▇▇ Road, Cambridge, CB4 0DS, United Kingdom. 15.7 Save for Affiliates of Darktrace or as otherwise set out in this Agreement, this Agreement does not grant any rights under the Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any term of this Agreement. 15.8 You will permit Darktrace or an independent certified accountant appointed by Darktrace access, on written notice, to Your premises and Your books of account and records at any time during normal business hours for the purpose of inspecting, auditing, verifying or monitoring the matter and performance of Your obligations under this Agreement. Darktrace will not be able to exercise this right more than once in each calendar year. 15.9 Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. 15.10 You shall not be entitled to withhold by way assign this Agreement without the prior written consent of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youDarktrace. (c) Coffs Coast Accommodation 15.11 Any dispute or claim relating in any way to this Agreement will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of England and Wales, and any claim arising out of or in connection with this Agreement will be subject to the State in which the accommodation is located. You agree to submit laws of England and Wales and shall be subject to the exclusive jurisdiction of the Courts courts of England and Wales, save that Stateeach Party may enforce it or its Affiliates’ intellectual property rights in any court of competent jurisdiction including but not limited to equitable relief. (h) If you breach these terms 15.12 Each Party shall comply with all applicable laws including, but not limited to, the Bribery Act 2010 and conditions and Coffs Coast Accommodation decides the Modern Slavery Act 2015. 15.13 No failure by a Party to exercise any right under this Agreement or to take no action against the other in the event of a breach of this Agreement shall constitute a waiver of such right o any other rights under this Agreement. 15.14 The Parties agree that with respect to a breach by a Party of clauses 10 and 13, monetary damages may not be an adequate or neglects sufficient remedy for a breach of this Agreement. Therefore, in addition to do soany applicable monetary damages, then Coffs Coast Accommodation a Party will still also be entitled to take action and enforce their rights and remedies apply for any injunctive or other breachsuch equitable relief.

General. Notices under this Agreement will be in writing and effective on the delivery date. We may provide any notice to you under this Agreement by posting a notice on the applicable Cloud Services website or sending a message to the email address associated with your account. Customer will deliver notices by (a) You agree that you have the power email to enter into this License▇▇▇▇▇@▇▇▇▇▇▇▇. ▇▇▇, or (b) You will not be entitled personal delivery or courier to withhold by way the MongoDB address set forth on your most recent Order Form.. If you are located in North, Central or South America, New York law governs this Agreement, excluding any applicable conflict of set-offlaws rules or principles, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts courts in New York, New York. For customers located elsewhere, the law of England and Wales governs this Agreement, excluding any applicable conflict of laws rules or principles, and the parties agree to the exclusive jurisdiction of the courts in London, England. This Agreement does not create a partnership, agency relationship or joint venture between the parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Unless you tell us otherwise in writing, we may refer to our relationship with you as a customer. Any assignment of this Agreement by you without our prior written consent will be null and void, except an assignment to an Affiliate or in connection with a merger or sale of all, or substantially all, of your assets or stock, provided that State.you may not assign this Agreement to a competitor of ours without our prior written consent. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties’ intention and the remaining provisions will not be affected. The parties may amend this Agreement only by a written amendment signed by both parties. This Agreement incorporates any addenda or exhibits, any Order Form and, if applicable, any data processing agreement or Business Associate Agreement, and comprises the parties’ entire understanding relating to the subject matter of this Agreement. Neither party has entered into this Agreement in reliance on any representations or warranties other than those expressly set forth in this Agreement or in an applicable Order Form. If any conflict exists between the provisions in this Agreement and any Order Form, the Order Form controls, and if any conflict exists between this Agreement and any addenda, exhibit or other agreement, this Agreement controls. A purchase order is for convenience only and any terms that govern the purchase order are of no effect. Customer’s purchase of any Subscription is not contingent on, and Customer has not relied on, the delivery of any future functionality, regardless of any communication about our products. Neither party will be liable for failures or delays in performance due to causes beyond its reasonable control. MongoDB Atlas for Government Addendum 1. Scope. This MongoDB Atlas for Government Addendum (h"Addendum") If is incorporated into and forms a part of the agreement between you breach these and MongoDB with respect to your use of the Cloud Services ("Agreement"). The Agreement, as modified by this Addendum, contains the terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies that govern your use of MongoDB Atlas for any other breachGovernment ("Atlas for Gov"). Capitalized terms that are not defined in this Addendum have the meaning provided in your Agreement.

General. 24.1 Neither party may assign this Agreement or any rights, benefits or obligations under the terms of this Agreement without the prior written consent of the other party (a) You agree that you have the power such consent not to enter into this Licensebe unreasonably withheld or delayed). (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under 24.2 Nothing contained in this agreement. (d) Coffs Coast Accommodation would not be liable to you Agreement shall constitute or be deemed to constitute a partnership and none of the parties shall be, or be in breach of these terms by reason construed to be, the agent of any delay in performing, of the other parties for any purpose or to have any failure authority to perform, bind or incur any liability on behalf of any of their obligations if the delay or failure was due to any cause beyond its reasonable controlother parties, save as otherwise expressly provided in this Agreement. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations 24.3 The waiver by either party of a breach or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision default of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of any party to avail itself of any right, power or privilege that it has or may have under this Agreement operate as a waiver of any breach or default by any other party. 24.4 If any provision of this Agreement or any part of any such provision is held not to be validinvalid, unlawful or unenforceable, such provision or part (as the remaining provisions case may be) shall be ineffective only to the extent of these terms such invalidity, unlawfulness or unenforceability and shall remain in full force and effectnot prejudice or affect the remainder of such provision or any other provision of this Agreement. 24.5 No variation to, or modification, amendment or abrogation of this Agreement shall be of any effect unless it is in writing and signed by each of the parties hereto. 24.6 All the terms of the agreement between the parties are set out in this Agreement and the other agreements and documents referred to in this Agreement and all other terms, conditions, indemnities and warranties, whether express or implied, statutory or otherwise, and all representations (gsave in respect of fraudulent misrepresentations) These conditions whether made orally or in writing are excluded save to the extent that the same appear in this Agreement or such other agreements and documents or are specifically agreed hereafter in writing by the parties and all prior agreements, negotiations and statements are superseded by this Agreement. 24.7 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the State in which the accommodation is located. You agree to parties hereby submit to the exclusive jurisdiction of the Courts of that StateEnglish courts. (h) If you breach these terms 24.8 This Agreement may be executed by the parties on separate counterparts; each of which shall constitute an original, but both counterparts shall together constitute one and conditions and Coffs Coast Accommodation decides the same instrument. The Services to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.rendered by Computershare shall include:-

General. (a) You agree that you have 8.1 This Agreement may be executed in any number of counterparts, and by the power to enter into parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this LicenseAgreement, but all the counterparts shall together constitute but one and the same instrument. (b) You will not be entitled 8.2 Except to withhold by way the extent already performed, all the provisions of set-offthis Agreement shall, deduction so far as they are capable of being performed or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youobserved, continue in full force and effect notwithstanding Completion. 8.3 This Agreement may only be varied in writing (cexcluding electronic methods of writing) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreementsigned by each of the parties. (d) Coffs Coast Accommodation would not be liable 8.4 This Agreement, along with all of the documents entered into to you or be deemed give effect to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent transactions contemplated hereunder, constitute the entire Agreement understanding and agreement between the parties and supersede any previous marketing informationall prior agreements, representations or agreements whether recorded in writing or otherwisearrangements, letters and discussions between the parties. 8.5 No announcement concerning the transaction contemplated by this Agreement or any ancillary matter shall be made by the Company without the prior written consent of the Subscriber, such consent not to be unreasonably withheld or delayed, save that the Company may (fafter consultation with the Subscriber) The parties agree that these terms are fair and reasonable in all make an announcement concerning the circumstances. However, transaction contemplated by this Agreement or any ancillary matter if required by law or any securities exchange or regulatory or governmental body to which the Company or any Group Company is subject. 8.6 If at any time any provision of these terms this Agreement is held or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. 8.7 No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall affect that right, power or remedy, or operate as a waiver of it. The exercise or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. 8.8 The Company will, from time to time on request and at its own expense, do and execute or procure to be valid done and executed (including by any Group Company) all necessary acts, deeds, documents and things in a Court form satisfactory to the Subscriber or, as the case may be, the Minister that the Subscriber or, as the case may be, the Minister reasonably considers necessary to give full effect to this Agreement and to remedy any breach of competent jurisdiction but would be valid if part this Agreement which is related to any absence of authority or the existence of any impediment in regard to the performance of the wording were deleted, then such provision shall apply with such deletions as may be necessary Company’s obligations pursuant to make it valid. If any this Agreement and pursuant to the terms of the provisions Warrant Instrument and, in these terms are held not respect of the 2009 Preference Shares, under the Articles. 8.9 Each party shall bear its own costs and expenses in relation to be validthe preparation, negotiation, execution, delivery, performance or enforcement of this Agreement and the subscription for, and allotment and issue of, the remaining provisions of these terms shall remain in full force 2009 Preference Shares and effectthe Warrants. (g) These conditions are governed by and construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their 8.10 The rights and remedies of the Minister and the Subscriber pursuant to this Agreement are cumulative and not exclusive of any rights or remedies provided by law; in particular, the Company agrees that damages may not be an adequate remedy in the event of a breach of this Agreement by the Company and that, accordingly, the Subscriber or the Minister shall be entitled (without proof of special damages) to the remedies of injunction, specific performance or other equitable relief for any other breachthreatened or actual breach of the terms of this Agreement.

General. 7.1 Except as otherwise provided herein, the obligations of the Parties under this agreement will expire upon the earlier to occur of: a. five (a5) You agree that you have years from the power date of termination of the discussions between, or on behalf of, the Parties in relation to enter into this Licensethe Proposed Transaction; and b. the date of implementation of the Proposed Transaction. (b) You 7.2 If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, this will not affect or impair: a. the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or b. the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement; and i. any such illegal, invalid or unenforceable provision will be entitled replaced by a legal, valid and enforceable provision which, given the contents and purpose of this agreement is, to withhold by way of set-offthe greatest extent possible, deduction or counterclaim any amounts which you owe similar to Coffs Coast Accommodation against any amounts that may be owed to youthe original provision. (c) Coffs Coast Accommodation 7.3 No failure or delay in exercising any right, power or privilege under this agreement will be entitled operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this agreement or otherwise. 7.4 To the extent that any Information is covered or protected by privilege, disclosure of such Information by one Party to sub-contract its Authorised Recipients does not constitute a waiver of privilege or delegate their obligations under any other rights which the other Parties may have in the Information. 7.5 A waiver in respect of the confidentiality of certain Information or the disclosure thereof will not constitute a waiver for other purposes in respect of the same Information and will not imply a waiver for the same purpose of disclosing any other Information. 7.6 Each of the Parties will pay its own costs and expenses incurred by it in connection with entering into this agreement. (d) Coffs Coast Accommodation would not 7.7 Any applications for consent or notifications in relation to this agreement should be liable made in writing and addressed to you or be deemed to be in breach the addresses stated at the beginning of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlthis agreement. (e) These terms 7.8 This agreement and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing informationcontractual or non-contractual obligations arising out of or in connection to it, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and must be construed in accordance with the laws of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that StateNetherlands. 7.9 Any disputes arising out of or in connection with this agreement (hincluding any disputes relating to any non-contractual obligations arising out of or in connection with this agreement as well as its termination) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do somust be settled in first instance by the District Court in Amsterdam, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachThe Netherlands.

General. (a) You agree that you have 21.1 All Schedules including addendums to this Agreement form an integral part of this Agreement as if they were written into the power to enter into this Licensebody of the Agreement. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent 21.2 This Agreement comprises the entire Agreement between the parties Parties and supersede supersedes all previous Agreements between the Parties regarding the subject matter contained in this Agreement, but does not override or replace any previous marketing information, representations or other agreements whether recorded in writing or otherwisebetween the Parties. (f) 21.3 The parties agree Applicant acknowledges that these the Applicant is bound by the terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part this Agreement regardless of the wording were deletedterms of any other agreement the Applicant may enter into with a third party. 21.4 The Applicant must not assign, then such provision shall apply with such deletions as may be necessary to make it valid. If transfer, sublicense or grant any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectrights or privileges granted by this Agreement unless expressly permitted by this Agreement or an Authorization. (g) These conditions 21.5 The headings in this Agreement are inserted for convenience only and do not form a part of this Agreement. 21.6 This Agreement is governed by and is to be construed and interpreted in accordance with the laws in force in the Province of British Columbia. 21.7 In this Agreement, a reference to an enactment of British Columbia includes a reference to any amendments and subsequent enactments of like effect and unless the context otherwise requires, all statutes referred to in this Agreement are enactments of British Columbia. 21.8 If there are any changes to relevant privacy legislation during the Term of this Agreement, the Parties shall review and, if necessary, amend this Agreement to ensure ongoing compliance with that legislation. 21.9 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it will be severable from this Agreement and the remaining provisions will not be affected thereby and will be valid, legal, and enforceable. 21.10 No term of this Agreement and no breach of this Agreement by the Applicant will be considered to have been waived by PSBC unless such waiver is in the form of Authorization. 21.11 The Parties may execute this Agreement in separate counterparts, and the Parties shall consider each such counterpart when so executed and delivered to be an original copy of the State in which Agreement. The Parties may deliver such counterparts by facsimile transmission, and the accommodation is located. You agree Parties shall consider any such counterpart delivered by facsimile transmission to submit to the exclusive jurisdiction be an original copy of the Courts of that StateAgreement. (h) If you breach these terms 21.12 The Parties agree that Articles 4, 8, 11, 13, 14, and conditions and Coffs Coast Accommodation decides to take no action 21.3 continue in force indefinitely, even after this Agreement ends or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachhas been terminated.

General. (a) You agree that you 9.1 Time shall be deemed of the very essence of this Agreement. Except as otherwise defined in this Agreement, all terms in this Agreement shall have the power to enter into this License. (b) You will not be entitled to withhold meanings provided by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or the Michigan Uniform Commercial Code. Standard Federal shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if it takes such action for that purpose as Borrower requests in writing, but failure of Standard Federal to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and failure of Standard Federal to preserve or protect any rights with respect to such Collateral against any prior parties or to do any act with respect to the preservation of such Collateral not so requested by Borrower shall not be deemed a failure to exercise reasonable care in the custody and preservation of such Collateral. 9.2 Any delay on the part of Standard Federal in exercising any power, privilege or right hereunder, or under any other instrument executed by Borrower to Standard Federal in connection herewith shall not operate as a waiver thereof, and no single or partial exercise thereof, or the exercise of any other power, privilege or right shall preclude other or further exercise thereof, or the exercise of any other power, privilege or right. The waiver of Standard Federal of any default by Borrower shall not constitute a waiver of any subsequent defaults, but shall be restricted to the default so waived. All rights, remedies and powers of Standard Federal hereunder are irrevocable and cumulative, and not alternative or exclusive, and shall be in breach of these terms addition to all rights, remedies, and powers given hereunder or in or by reason of any delay in performingother instruments, or by the Michigan Uniform Commercial Code, or any failure to perform, any of their obligations if the delay laws now existing or failure was due to any cause beyond its reasonable controlhereafter enacted. (e) These terms 9.3 This Agreement has been delivered in Michigan and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to shall be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws of the State of Michigan. Whenever possible, each provision of this Agreement shall be interpreted in which the accommodation is located. You agree such manner as to submit be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the exclusive jurisdiction extent of such prohibition or invalidity, without invalidating the Courts remainder of that Statesuch provision or the remaining provisions of this Agreement. The rights and privileges of Standard Federal hereunder shall inure to the benefit of its successors and assigns, and this Agreement shall be binding on all heirs, personal representatives, assigns and successors of Borrower. Borrower hereby expressly authorizes and appoints Standard Federal to act as its attorney-in-fact for the sole purpose of executing any and all financing statements or other documents deemed necessary to perfect the security interest herein contemplated. (h) If you breach these terms 9.4 The Borrower acknowledges that this is the entire Agreement between the parties except to the extent that writings signed by the party to be charged are specifically incorporated herein by reference either in this Agreement or in such writings, and conditions acknowledges receipt of a true and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachcomplete copy of this Agreement.

General. (i) The Notes of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, stock exchange rule or DTC rule or usage or with any rules or regulations pursuant thereto, all as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. The Company shall furnish any such legends to the Trustee in writing. (ii) The Definitive Notes, if any, shall be printed, lithographed or engraved or produced by any combination of those methods on steel engraved borders or may be produced in any other manner permitted by any applicable rule of any securities exchange, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. (iii) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. Nothing in the preceding sentence shall, however, limit the effect of the second paragraph of this Section 2.01(1). However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors or in any such indenture supplemental hereto. (iv) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (v) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in or pursuant to a resolution of the Board of Directors and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series: (a) You agree that you have the power to enter into this License.title of the Notes of the series (which shall distinguish the Notes of the series from all other Notes); (b) You will not be entitled to withhold by way any limit upon the aggregate principal amount of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts the Notes of the series that may be owed authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to you.Section 2.03, 2.04, 2.05, 8.07 or any optional redemption provision adopted pursuant to Section 2.01(1)(v)(f)); (c) Coffs Coast Accommodation will be entitled to sub-contract the date or delegate their obligations under this agreement.dates on which the principal of the Notes of the series is payable; (d) Coffs Coast Accommodation would not be liable to you the rate or be deemed to be in breach rates at which the Notes of these terms by reason of any delay in performingthe series shall bear interest, if any, or any failure the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Record Dates, if any, for the determination of Holders to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control.whom interest is payable; (e) These terms the place or places where the principal of and any premium and interest on the Booking Summary represent Notes of the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise.series shall be payable; (f) The parties agree that these terms are fair any optional redemption and reasonable in all the circumstances. However, if any provision change of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect.control put provisions; (g) These conditions are governed by and construed in accordance with if other than the laws principal amount thereof, the portion of the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction principal amount of Notes of the Courts series which shall be payable upon declaration of that State.acceleration of the Maturity thereof pursuant to Section 4.02; (h) If you breach these terms the Issue Date; (i) the issue price (expressed as a percentage of the aggregate principal amount of the Notes) at which the Notes will be issued; (j) if the Notes of the series are issuable in whole or in part in the form of Definitive Notes or as one or more Global Notes, and conditions and Coffs Coast Accommodation decides to take no action or neglects to do if so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies the identity of the Depositary for such Global Notes if other than DTC; (k) any other breachterms of the series (which terms shall not be inconsistent with the provisions of this Indenture except as permitted by Section 8.01(12)); (l) any Events of Default with respect to the Notes of a particular series if not set forth herein; and (m) any covenants of the Company with respect to the Notes of a particular series if not set forth herein. Notwithstanding Section 2.01(1)(v)(b) and unless otherwise expressly provided with respect to a series of Notes, the aggregate principal amount of a series of Notes may be increased and additional Notes of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased; provided that, any such additional Notes shall have identical terms as the outstanding Notes of such series, other than with respect to the issue date, the issue price to investors and the first payment of interest following the issue date of such additional Notes; provided, further, that any such additional Notes shall be treated as a single class with the outstanding Notes of such series for all purposes under this Indenture.

General. (a) You agree that you Beyond the exercise of reasonable care to assure the safe custody of the Pledged Stock while held hereunder, Monarch shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the power Pledged Stock upon surrendering it to enter into this LicensePledgor. (b) You will not be entitled No course of dealing between Pledgor and Monarch, nor any failure to withhold by way exercise, nor any delay in exercising, on the part of set-offMonarch, deduction any right, power, or counterclaim privilege, whether now existing or hereafter arising hereunder or under the obligations, shall operate as a waiver thereof; nor shall any amounts which you owe to Coffs Coast Accommodation against single or partial exercise of any amounts that may be owed to youright, power, or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. (c) Coffs Coast Accommodation will The rights and remedies herein provided and provided in all other agreements, instruments and documents delivered or to be entitled delivered pursuant to sub-contract any of the foregoing or delegate their obligations the Obligations are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law, including, without limitation, the rights and remedies of a secured party under this agreementthe Uniform Commercial Code. (d) Coffs Coast Accommodation would The provisions of this Pledge Agreement are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not be liable to you in any manner affect such clause or be deemed to be provision in breach of these terms by reason of any delay in performingother jurisdiction, or any failure to perform, other clause or provision in this Pledge Agreement in any of their obligations if the delay or failure was due to any cause beyond its reasonable controljurisdiction. (e) These terms This Pledge Agreement shall inure to the benefit of, and be binding upon, the Booking Summary represent the entire Agreement between successors and assigns of the parties hereto. Notwithstanding the foregoing, Pledgor shall not have the right to assign or delegate any of its rights or obligations hereunder without the prior written consent of Monarch, and supersede any previous marketing information, representations purported assignment or agreements whether recorded delegation in writing or otherwisethe absence of such consent shall be void. (f) The parties agree that these terms are fair and reasonable in all the circumstancesTHIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it validPLEDGOR CONSENTS TO IN PERSONAM JURISDICTION BEFORE THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK AND AGREES THAT ALL DISPUTES CONCERNING THIS AGREEMENT BE HEARD IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectPLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE EFFECTED UPON PLEDGOR UNDER ANY METHOD PERMISSIBLE UNDER THE LAWS OF THE STATE OF NEW YORK AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK. (g) These conditions are governed Pledgor recognizes that Monarch has relied on the pledge and security interest granted herein by Pledgor in extending credit and construed in accordance with making the laws of financial accommodations contemplated by the State in which the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of Master Lease and Pledgor agrees that Statesuch reliance by Monarch shall be sufficient consideration for this pledge. (h) If you breach these terms This Pledge Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and conditions hereto were upon the same instrument. (i) The section headings used herein are for convenience only and Coffs Coast Accommodation decides shall not be read or construed as limiting the substance or generality of this Pledge Agreement. (j) Whenever the singular shall be used hereunder, it shall be deemed to take no action or neglects include the plural (and vice-versa) and reference to do soone gender shall be construed to include all other genders, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breachincluding neither, whenever the context of this Pledge Agreement so requires.

General. 20.1 Except as required by law or the rules of the CSE (a) You agree that you have which the power Parties acknowledge will, among other things, require this Agreement to enter into be filed on SEDAR and a press release regarding this LicenseAgreement), no public announcement or press release concerning this Agreement or the subject matter hereof may be made by a Party without the prior consent and approval of the other Party, which consent and approval shall not be unreasonably withheld. 20.2 This Agreement (bincluding all schedules attached hereto), any Placement Notices issued pursuant hereto and any Settlement Procedures agreed to by the Parties constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all other prior and contemporaneous agreements, understandings, negotiations and undertakings (both written and oral) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youbetween the Parties concerning the subject matter hereof. (c) Coffs Coast Accommodation will 20.3 No amendment to this Agreement shall be entitled to sub-contract valid or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be binding unless set forth in writing and executed by the Parties. No waiver of any breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived. 20.4 If any one or more of the provisions hereof, or the application thereof in any circumstance, is held not to be valid invalid, illegal or unenforceable as determined by a Court court of competent jurisdiction but would be valid if part of the wording were deletedjurisdiction, then such provision shall apply with such deletions as may be necessary given full force and effect to make the fullest possible extent that it is valid. If any , legal and enforceable, and the remainder of the provisions in these hereof shall be construed as if such invalid, illegal or unenforceable provision was not and had never been contained herein, but only to the extent that giving effect to such provision and the remainder of the terms are held not to and provisions hereof shall be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed in accordance with the laws intent of the State Parties as reflected in this Agreement.‌ 20.5 Without limiting Section 20.4, if one or more of the provisions hereof conflicts with any legal or regulatory requirement to which this Agreement and the relationship of the Parties hereunder are properly subject, then such legal or regulatory requirement shall prevail and the Parties shall forthwith meet and negotiate in good faith the manner in which the accommodation is located. You agree this Agreement shall be deemed to submit be amended to the exclusive jurisdiction of the Courts of that Stateextent required to eliminate any such conflict. 20.6 If, prior to November 29, 2021, the Issuer requires additional Financial Services, the Issuer will offer to engage the Agent as lead manager, lead underwriter or lead agent and sole book-runner (has applicable) If you breach these in connection with such Financial Services, which right will supersede and replace any and all rights of first refusal granted to the Agent prior to the date of this Agreement. The terms and conditions relating to any such Financial Services will be outlined in a separate engagement letter, underwriting agreement, agency agreement or other agreement as applicable and Coffs Coast Accommodation decides the fees for such services will be in addition to take the fees payable under this Agreement. The fees for such Financial Services will be negotiated separately and in good faith and be consistent with fees paid to investment dealers in Canada for similar services in comparable situations. If the Agent does not accept the terms and conditions contained in the Issuer’s offer, the Issuer may engage any other Person, provided that the terms and conditions of any such engagement shall be no action or neglects more favourable to do so, then Coffs Coast Accommodation will still be entitled such other Person as the terms and conditions offered by the Issuer to take action and enforce their the Agent. 20.7 The rights and remedies for of the Parties hereunder are cumulative and are in addition to, and not in substitution for, any other breachrights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that Party shall be entitled. 20.8 Each Party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. 20.9 Time shall be of the essence of this Agreement. 20.10 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one Party to the other may be made by electronic transmission. If the foregoing correctly sets forth the understanding between the Issuer and the Agent, please confirm your acceptance and agreement by executing a copy of this letter in the space provided below for that purpose and delivering the same to the Agent, whereupon this letter shall constitute a binding agreement between the Issuer and the Agent. ECHELON WEALTH PARTNERS INC. By: “▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇” Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Head of Origination THE FOREGOING IS ACCEPTED AND AGREED as of the date first above written.

General. (a) You agree that you have 3.1 Nothing herein contained shall in any way affect the power Indemnitee’s right to enter into this Licenseresign from his position as director or officer of the Indemnitor at any time. (b) You will not be entitled to withhold by way 3.2 The indemnity and release herein provided for shall survive the termination of set-offthe Indemnitee’s position as director or officer of the Indemnitor, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthe termination of this Agreement, and shall continue in full force and effect thereafter. (c) Coffs Coast Accommodation will be entitled 3.3 This Agreement supersedes all prior agreements between the parties with respect to sub-contract or delegate their obligations under its subject matter. Notwithstanding the forgoing, nothing in this agreement. (d) Coffs Coast Accommodation would not be liable to you or Agreement shall be deemed to be in breach of these terms by reason of any delay in performing, diminish or any failure otherwise restrict an Indemnified Party’s right to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if indemnification under any provision of these terms is held not the Indemnitor’s articles or under applicable corporate law. 3.4 Unless stated otherwise, all monies to be valid by a Court paid hereunder shall be paid within 10 days of competent jurisdiction but would becoming payable. 3.5 The Indemnitee acknowledges that he has been advised to obtain independent legal advice with respect to entering into this Agreement, that he has obtained such independent legal advice or has expressly waived such advice, and that he is entering into this Agreement with full knowledge of the contents hereof, of his own free will and with full capacity and authority to do so. 3.6 If any provision of this Agreement is determined to be valid if invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of the wording were deleted, then such provision and all other provisions hereof shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain continue in full force and effect. The parties hereto agree to negotiate in good faith to agree to a substitute provision which shall be as close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable. The invalidity or unenforceability of any provision in any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable. (g) These conditions are 3.7 Each party hereto agrees to do all such things and take all such actions as may be necessary or desirable to give full force and effect to the matters contemplated by this Agreement. 3.8 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. 3.9 Time shall be of the essence of this Agreement. 3.10 This Agreement and the application or interpretation hereof shall be governed exclusively by its terms and construed in accordance with by the laws of the State in which Province of British Columbia and the accommodation is located. You agree to submit laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the Courts courts of that Statethe Province of British Columbia. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. 9.1. No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (aor their authorised representatives) PROVIDED THAT We may, acting reasonably, unilaterally amend these Terms and Conditions immediately on Notice to You agree that you have in order to comply with any applicable law. For the power avoidance of doubt and save for amendments made by Us to enter into this Licensecomply with applicable law, an email exchange will not constitute effective variation. (b) You will not 9.2. Each provision of this Agreement shall be entitled to withhold by way construed separately and notwithstanding that the whole or any part of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that such provision may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms held by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court body of competent jurisdiction but would to be valid if part illegal invalid or unenforceable the other provisions of this Agreement and the remainder of the wording were deleted, then such provision in question shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain continue in full force and effect. Each of us hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision. 9.3. Without prejudice to the rights conferred on Partners pursuant to clause 6.9 of Schedule 3, each party confirms the intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the application of the Contracts (gRights of Third Parties) These conditions are Act 1999 shall not apply to this Agreement or a Statement of Work (regardless of Jurisdiction). Notwithstanding any Permitted User’s status of Licensee under this Agreement, nothing in this Agreement is intended to create a direct contractual relationship between Us and the Permitted User (other than Us and You). You warrant and undertake that any and all claims arising in connection with this Agreement shall be brought by You. You will indemnify Us for and against all costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against Us as a result of any claim brought against Us by any Permitted User, save for where that Permitted User is bringing a claim in connection with an agreement that Permitted User is a party to, with Us. 9.4. The construction, validity, and performance of this Agreement shall be governed by the Governing Law and construed in accordance with the laws parties submit, subject to clause 8 of the State in which the accommodation is located. You agree to submit Schedule 1, to the exclusive jurisdiction Jurisdiction. As both parties benefit from the certainty of setting out all relevant rights and liabilities, this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior agreements, whether written or oral, made between us. In entering into this Agreement, You acknowledge and accept that You have not relied on any pre-contractual statement. 9.5. We may refer to You as a client and as a user of Access Products in Our marketing and public relations materials. 9.6. With the exception of payment obligations, if due performance of this Agreement by either party is affected in whole or in part by any reason or any event, delay or failure beyond the reasonable control of such party and occurring without that Party’s fault or negligence, with the exception of strikes or other labour problems involving Our or Your employees, respectively, (“Force Majeure Event”), such party shall give prompt Notice to the other party and shall be under no liability for any loss, damage, injury, or expense of whatever kind, howsoever caused, suffered by the other party due to the affected performance. Such party shall use reasonable efforts to avoid or overcome the causes affecting performance as soon as it becomes practical to do so. Notwithstanding the foregoing, if the force majeure condition continues for a period of forty-five (45) days or more, the Party not experiencing the force majeure condition may terminate this Agreement upon written notice to the other to be provided no later than fifteen (15) days after the forty-fifth day of the Courts of that StateForce Majeure situation. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action 9.7. You shall not assign, transfer, charge, hold on trust for another or neglects deal in any other manner with any of its rights or obligations under this Agreement, or purport to do so, then Coffs Coast Accommodation will still without the prior written consent of Us. We may transfer or assign this Agreement to any current subsidiary or parent company, or successor in interest in the event of a sale or merger, such transfer or assignment to be entitled effective upon Notice to take action and enforce their rights and remedies for You. 9.8. Any failure to exercise or delay by either of us in exercising a right or remedy arising in connection with this Agreement shall not constitute a waiver of such right or remedy or of any other breachrights or remedies. 9.9. In performing its obligations under the agreement, both parties shall comply with all applicable laws, statutes, regulations. 9.10. Any Notice, claim or demand to be given by either party to the other in connection with this Agreement shall be sufficiently given served or made by: (i) written communication; (ii) in English; (iii) provided by email or letter, where letter sent by pre-paid first class; (iv) expressed as a Notice under or with reference to these Terms and Conditions; and (v) addressed to the attention of the appropriate person within that party. Nothing in the provision shall do away with the service provisions under the Civil Procedure Rules relevant to the Jurisdiction.

General. (a) You agree that you have 6.1 Should any provision of this Agreement be determined to be unenforceable or prohibited as a consequence of any applicable law, this Agreement shall be considered severable as to such provision, which shall then be inoperative, but the power to enter into this Licenseremaining provisions shall be valid and binding. (b) You will 6.2 The headings and numbers describing and numerating sections of this Agreement are inserted as a matter of convenience only and in no way define, limit, construe, or describe the scope or intent of such sections, and such headings and numbers shall not be entitled to withhold by way in any way, other than for reference purposes, affect the interpretation or construction of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthis Agreement. (c) Coffs Coast Accommodation will 6.3 This Agreement shall be entitled binding on the Parties from the date first herein above written and its terms shall apply to sub-contract or delegate their obligations under all Inventions Created before the date of this agreementAgreement, but not yet disclosed to the University, and hereafter. (d) Coffs Coast Accommodation would not 6.4 No termination, cancellation, modification, amendment, deletion, addition, or other change to this Agreement or any provision hereof, or waiver of any right or remedy herein provided, shall be liable effective for any purpose unless specifically set forth in writing and duly executed on behalf of each Party to you be bound thereby. Neither a waiver of or failure to assert any right or remedy in respect of any occurrence, event, act, or omission on one occasion, nor any number of such waivers or failures to assert on multiple occasions, shall be deemed to be a waiver of such right or remedy in breach respect of these terms by reason of any delay in performinga similar occurrence, event, act, or omission on any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlother occasion. (e) These 6.5 The terms of this Agreement shall supercede and the Booking Summary represent the entire Agreement replace any equivalent agreement made between the parties heretofore, specifically, any Memorandum of Agreement respecting ownership in and supersede any previous marketing information, representations responsibilities for commercializing an Invention created by the Faculty Employee during the course of employment with the University or agreements whether recorded in writing or otherwiseuse of University Resources. (f) The parties agree that these terms are fair 6.6 This Agreement shall bind and reasonable in all enure to the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part benefit of the wording were deletedheirs, then such provision shall apply with such deletions as may be necessary to make it valid. If any executors, administrators and assigns of the provisions in these terms are held not to be valid, Faculty Employee and the remaining provisions of these terms shall remain in full force successors and effect. (g) These conditions are governed by and construed in accordance with the laws assigns of the State in which University. SIGNED, SEALED AND DELIVERED by the accommodation is located. You agree to submit to Faculty Employee and by the exclusive jurisdiction University, as attested by the signatures of its proper officers on that behalf, on the Courts dates appearing below: (“seal”) Faculty Employee Date UNIVERSITY OF SASKATCHEWAN (“seal”) Per: for Chair of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies Board of Governors Date Per: for any other breach.Secretary of Board of Governors Date

General. (a) You agree Platform Provider may use distributors, resellers, sub-contractors or consultants in connection with the performance of its rights and obligations hereunder, which may include allowing such entities to have access or use of Your Products, data, and materials provided hereunder provided that you have the power such entities shall be subject to enter into this Licenseno less restrictive obligations as those set forth herein. (b) You will are an independent contractor and not be entitled to withhold by way an employee, agent, partner, joint venturer, representative, broker or principal of set-off, deduction or counterclaim Platform Provider for any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youpurpose. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any Platform Provider’s failure to perform, any act with respect to a breach by You does not waive its rights to act with respect to subsequent or similar breaches. No waiver of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms this Agreement will be effective unless it is held not to be valid by in a Court signed writing, and no waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion. d) If a court of competent jurisdiction but would be valid if part holds any term, covenant or restriction of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not this Agreement to be validillegal, invalid or unenforceable, the remaining provisions of these terms shall terms, covenants and restrictions will remain in full force and effecteffect and will in no way be affected, impaired or invalidated. e) You may not assign any of Your rights or obligations under this Agreement, whether by operation of law or otherwise, without providing Platform Provider with prior written notice of such assignment. Platform Provider may assign its rights or obligations under this Agreement to any of its affiliates. Subject to the foregoing limitations, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. f) The obligations in Sections 10 and 11 (solely as necessary or useful to permit Platform Provider to effectuate Section 2(d) and 101.d)) and Sections 13-22 will survive any expiration or termination of this Agreement. g) These conditions This Agreement and any Additional Terms were originally written in English. If this Agreement or any Additional Terms are governed translated into other languages, the English versions will control to the extent of any conflict. This Agreement and the Additional Terms constitute the entire agreement between You and Platform Provider with respect to Your use of the Platform and replaces any prior agreements between You and Platform Provider in relation to the Platform. Notwithstanding the foregoing, if there is any conflict between this Agreement and any other agreement between You and Platform Provider which pertains to the same subject matter and which was duly signed by authorized signatories of both parties, then such duly signed agreement shall control to the extent of any conflict. a) Platform Provider may make available certain software, software development kits, libraries, application programing interfaces, services, documentation, sample code, related materials, information, and construed equipment for use in accordance connection with the laws of Platform or other Platform Provider services, programs, and/or features (collectively, the State in which “Platform Materials”). If You use any Platform Materials, the accommodation is located. You agree to submit to the exclusive jurisdiction of the Courts of that State. (h) If you breach these following terms and conditions apply. b) Platform Provider grants to You the following personal, non-transferable, non-exclusive, non- sublicenseable, revocable licenses to reproduce, install, and Coffs Coast Accommodation decides use the Platform Materials solely to take no action develop, test, and promote Your Product and provide You and/or end users access to Platform Provider services, programs, and/or features through Your Product, in each case, as contemplated by the documentation for the applicable Platform Materials. If the Platform Materials include any libraries, sample code, or neglects other materials that Platform Provider makes available specifically for incorporation in Your Products (as indicated by the applicable documentation), You may incorporate those materials in Your Products and reproduce and distribute those Platform Materials as incorporated in Your Products. You may also modify any such sample source code (if any is provided) to do sothe extent necessary to incorporate it into Your Products. You may use Platform Materials only in connection with the Platform Provider services, then Coffs Coast Accommodation programs, and/or features for which they are made available, unless the documentation for the applicable Platform Materials authorizes broader use. c) The licenses to redistribute Platform Materials as set forth in this Exhibit are granted upon Your compliance with the following limitations and requirements: (i) You will still be entitled not use the Platform Materials with any software or other materials that are subject to take action licenses or restrictions (e.g. open source licenses) that, when combined with the Platform Materials, would require You or Platform Provider to disclose, license, distribute, or otherwise make all or any part of the such Platform Materials to anyone else; (ii) You will distribute sample source code (if any is provided) only in object code form as part of Your Product; and enforce their (iii) You will not permit any third party to distribute the sample source code. d) You may not (i) decompile, decipher, disassemble, reverse engineer, disable, tamper with or otherwise work around technical limitations of the Platform Materials, except as expressly permitted by applicable law notwithstanding this limitation; (ii) modify or make any derivative works of the Platform Materials in whole or in part, except as expressly permitted herein; (iii) remove any proprietary notices or labels on the Platform Materials, or any copy thereof; (iv) use the Platform Materials, to infringe the rights and remedies for of Platform Provider, its affiliates, or any other breach.third party;

General. (a) You agree that you have 8.1 Time shall, in all respects, be of the power to enter into this Licenseessence hereof. (b) You will not 8.2 The Purchaser authorizes the Company to complete or correct any errors or omissions in this Subscription Agreement or of Appendix “I” – Investor Certificate to this Subscription Agreement, which are required to be entitled completed and executed by the Purchaser and delivered to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youthe Company hereunder. (c) Coffs Coast Accommodation will be entitled 8.3 All references herein to sub-contract or delegate their obligations under this agreementmonetary amounts are to lawful money of Canada, unless indicated otherwise. (d) Coffs Coast Accommodation would 8.4 The headings contained herein are for convenience only and shall not be liable to you affect the meaning or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable controlinterpretation hereof. (e) These terms 8.5 Except as expressly provided for in this Subscription Agreement and in the Booking Summary represent agreements, instruments and other documents provided for, contemplated or incorporated herein, this Subscription Agreement constitutes the entire Agreement only agreement between the parties with respect to the subject matter hereof and shall supersede any previous marketing information, representations and all prior negotiations and understandings. This Subscription Agreement may be amended or agreements whether recorded modified in writing or otherwiseany respect by written instrument only. (f) 8.6 The parties agree that these terms are fair and reasonable in all provisions of this Subscription Agreement shall be binding upon and enure to the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part benefit of the wording were deletedPurchaser, then such provision the Company and their respective successors and assigns; provided that, except as herein provided, this Subscription Agreement shall apply with such deletions as may not be necessary to make it valid. If transferable or assignable by any party without the written consent of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effectother. (g) These conditions are 8.7 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State in which Province of British Columbia and the accommodation is located. You agree to submit laws of Canada applicable therein and the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the Courts courts of that Statethe Province of British Columbia. (h) If you breach these terms 8.8 This Subscription Agreement is intended to and conditions shall take effect on the date of acceptance of the subscription by the Company, notwithstanding its actual date of execution or delivery by any of the parties hereto, and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still shall be dated for reference as of the date of such acceptance by the Company. 8.9 The Company shall be entitled to take action rely on delivery of a facsimile or electronic copy of an executed subscription and enforce their rights acceptance by the Company of such subscription shall be legally effective to create a valid and remedies for binding Agreement between the Purchaser and the Company in accordance with the terms hereof. 8.10 The Purchaser acknowledges and agrees that all costs incurred by the Purchaser (including any fees and disbursements of counsel retained by the Purchaser) relating to the sale of the Units to the Purchaser shall be borne by the Purchaser. 8.11 The Purchaser acknowledges that the Purchaser has consented to and requested that all documents evidencing or relating in any way to the issuance of the Units be drawn up in the English language only. Le soussigne reconnait par les presentes avoir consenti et exige que tous les documents faisant foi ou se rapportant de quelque maniere a la vente des titres offerts soient rediges en anglais seulement. 8.12 Each of the parties hereto upon the request of the other breachparties hereto, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as reasonably may be necessary or desirable to complete, better evidence, or perfect the transactions contemplated herein.

General. (a) You agree that you have 13.1. Reference to the power singular shall be deemed to enter into this Licenseinclude the plural and vice versa and reference to the one gender shall be deemed to include the other genders. (b) You will 13.2. This agreement is the sole agreement between the parties hereto relating to subject matter hereof. No representations, undertakings, or warranties, given orally or otherwise by STARTRACK VEHICLE TRACKING, which are not specified in this agreement, shall be of any force or effect unless reduced to writing and signed by the. Any warranties implied by common law, but which are not expressly included in this agreement, are excluded here from and shall not be entitled applicable to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would 13.3. No variation, amendment or consensual termination of this agreement shall be of any force or effect unless reduced to writing and signed by both parties and this clause may not be liable amended unless reduced to you or be deemed to be writing and signed by both parties. 13.4. No indulgence granted by STARTRACK VEHICLE TRACKING in breach respect of these terms by reason the enforcement of any delay of STARTRACK VEHICLE TRACKING’s rights under this agreement shall be construed as a waiver of such rights (unless expressed as such a written document signed by STARTRACK VEHICLE TRACKING) nor shall it in performing, or any failure to perform, any way prejudice STARTRACK VEHICLE TRACKING from strictly enforcing its said rights in the event of their obligations if the delay or failure was due to any cause beyond its reasonable controla subsequent breach thereof. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances13.5. However, if any provision of these terms is held not to This agreement shall be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and construed interpreted in accordance with the laws of the State Republic of South Africa. 13.6. STARTRACK VEHICLE TRACKING may, without further consent or agreement by the CUSTOMER, only in which the accommodation is located. You agree to submit to the exclusive jurisdiction respect of operational instructions and procedures, vary any of the Courts of that State. (h) If you breach these terms and conditions of this agreement by means of issuing new or amended operating instructions or procedures to the CUSTOMER from time to time. 13.7. Should any provision of this agreement be rendered unlawful then that unlawful provision only shall be deemed to be modified to the extent and Coffs Coast Accommodation decides in the manner necessary to take no action render it consistent with the enactment rendering it unlawful, or neglects if such modification is impossible, be deemed to do sobe severable from the remaining provisions of this agreement. 13.8. Where the vehicle of the CUSTOMER is financed and the CUSTOMER should lose possession as a result of that credit transaction being terminated, then Coffs Coast Accommodation the CUSTOMER shall remain liable for the remainder of the Subscription Services period, alternatively STARTRACK VEHICLE TRACKING will still propose settlement for the Subscription Services period to the CUSTOMER. 13.9. Neither Party shall be entitled to take action and enforce their rights and remedies liable for any other breachfailure to fulfil its obligations under this Agreement if and to the extent such failure is caused by any circumstances beyond its reasonable control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions or acts of God.

General. (a) You agree that you have the power to enter into this License. (b) You will not be entitled to withhold by way of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire 28.1 This Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force and effect. (g) These conditions are governed by and must be interpreted and construed in accordance with the laws of the State Republic of South Africa. 28.2 This Agreement contains the entire agreement amongst the Parties in which regard to its subject matter. 28.3 No Party may cede its rights under this Agreement without the accommodation is located. You agree prior written consent of the other Parties. 28.4 No Party will be bound by any express or implied term, undertaking, representation, warranty, promise or the like not included or recorded in this Agreement, whether it induced the contract and/or whether it was negligent or not. 28.5 No variation, amendment or consensual cancellation of this Agreement or any term hereof will be binding or have any force and effect unless reduced to submit writing and signed by or on behalf of the Parties. 28.6 Any extension of time or waiver or relaxation of any of the terms of this Agreement will be construed as relating strictly to the exclusive jurisdiction matter in respect of which it was made or given and will not operate as an estoppel against any Party in respect of its rights under this Agreement. 28.7 No failure by any Party to enforce any term of this Agreement will constitute a waiver of such term or affect in any way such Party’s right to require the performance of such term at any time in the future, nor will a waiver of a subsequent breach nullify the effectiveness of the Courts of that Stateterm itself. (h) 28.8 If you breach these terms any term or part of any term of this Agreement is for any reason whatsoever, including a decision by any court, any legislation or any other requirement having the force of law, declared or becomes unenforceable, invalid or illegal, the Parties will negotiate and conditions effect the amendment of this Agreement such that it is lawful and Coffs Coast Accommodation decides to take no action or neglects to do soenforceable, then Coffs Coast Accommodation will still be entitled to take action retaining its essential terms. 28.9 Each Party confirms that it is acting as principal in its own right and enforce their rights and remedies not as agent for any other breachperson or for any other Party. 28.10 The Parties acknowledge that they have been free to secure independent legal, tax and other advice as to the nature and effect of all the terms of this Agreement and that they have either taken such independent legal and other advice or dispensed with the necessity of doing so.

General. (a) You agree that you have This Agreement, along with the power to enter into this License. (b) You will not be entitled to withhold by way of set-offterms on any order form page, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent constitute the entire Agreement agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all Parties with respect to the circumstances. However, if any provision of these terms is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it validServices. If any of the provisions provision in these terms are held not this Agreement is found to be validillegal, unenforceable or invalid, the remaining provisions of these terms shall remain survive in full force effect. You may not assign this Agreement or any interest in this Agreement without the prior written approval of Service Provider. This Agreement shall not be construed to create any employment, partnership, joint venture, and effect. (g) These conditions franchise or agency relationship between You and Service Provider or to authorize either Party to enter into any commitment or agreement binding on the other Party. No failure of either Party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties. This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by by, and construed in accordance with with, the laws of the State of New York. Any legal suit, action, litigation, or proceeding of any kind whatsoever in which any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, the accommodation is located. You agree to submit services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the State of New York, and each Party irrevocably submits to the exclusive jurisdiction of the Courts such courts in any such suit, action, litigation, or proceeding. Service of that State. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides process, summons, notice, or other document by mail to take no action or neglects to do so, then Coffs Coast Accommodation will still such Party's address set forth herein shall be entitled to take action and enforce their rights and remedies effective service of process for any suit, action, litigation, or other breachproceeding brought in any such court. Service Provider will not be responsible or liable to Customer, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to circumstances or causes beyond Service Provider’s reasonable control. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to Service Provider at: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and will be sent to Customer at the contact information indicated in the Sales Estimate (or to such other address as may be designated by a Party from time to time in writing).

General. (a) You agree that you have The Grantor shall take reasonable measures to restrict access to the power to enter into this License. (b) You will not be entitled to withhold by way Access Easement Area until such time as the Access Easement Area is safe and fit for the purpose of set-off, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to you. (c) Coffs Coast Accommodation will be entitled to sub-contract or delegate their obligations under this agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise. (f) The parties agree that these terms are fair and reasonable in all the circumstanceseasement as set out at Clause 3.01. However, if If any provision of these terms is held not this Agreement or application thereto to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, other than such term, shall be valid and enforced to the extent permitted by a Court of competent jurisdiction but would law. This Agreement shall be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, the remaining provisions of these terms shall remain in full force interpreted and effect. (g) These conditions are governed by and construed enforced in accordance with the laws of the State Province of Alberta. No action shall lie against either the Grantor, the Applicant, or the City for damages for breach of any one or more of the covenants contained in this Agreement unless the Grantor, the Applicant, or City were, at the time of the alleged breach, an owner of all or a portion of either the Servient or Dominant Lands and found by a court of competent jurisdiction to be in breach of this Agreement. This covenant shall constitute an absolute defence to any such action and may be pleaded as such. Throughout this Agreement, the singular shall include the plural and the masculine shall include the feminine as the case may be, and vice versa. Should the Grantor, the Grantee, the Applicant, or City at any time and from time to time comprise two or more persons, each such person shall be jointly and severally bound with the other and others for the performance of the obligations of the Grantor, the Grantee the Applicant, or the City of such rights. The parties hereby acknowledge and agree that every obligation or duty imposed upon them under this Agreement will constitute and are deemed to be covenants running with the Dominant and Servient Lands, whether expressed as covenants or not. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors, successors in title and assigns. Nothing in this Agreement shall relieve the Grantor from compliance with all applicable municipal bylaws, laws or regulations established by any other Government Authority which may have jurisdiction over the Servient Lands. Every provision of this Agreement by which the accommodation Grantor is locatedobligated in any way shall be deemed to include the words "at the expense of the Grantor" unless the context otherwise requires. You Every provision of this Agreement by which the Applicant is obligated in any way shall be deemed to include the words “at the expense of the Applicant” unless the context otherwise requires. This Agreement does not constitute a development permit or any other permit issued by the City. The failure of the City at any time to require strict performance by the Grantor or Applicant of any obligation under this Agreement shall in no way affect its right thereafter to enforce such obligation, nor shall the waiver by the City of the performance of any obligation hereunder be taken or held to be a waiver of the performance of any other obligation herein. The City's waiver of all or any portion of this Agreement must, without exception, be in writing and signed by the Manager of Infrastructure Planning, and any action that fails to comply with this requirement shall under no circumstances to be considered or construed to be a waiver. The Parties acknowledge and agree to submit that this Agreement will be registered, at the Applicant's expense, by the City against title to the exclusive jurisdiction Servient Lands. The above recitals and attached schedules shall form part of the Courts of that Statethis Agreement. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.

General. 14.1 Any right granted herein to the Lessor may be exercised by the Lessor’s rental agent or other representative or agent. 14.2 If this Agreement is signed for the Tenant by a person (a“the Signatory”) You agree acting as an agent on behalf of the Tenant, then that you Signatory in their personal capacity shall be liable for all the obligations imposed on the Tenant in terms of this Agreement in the event the Tenant fails to comply with its obligations in terms hereof. The signatory may be required to sign a suretyship simultaneously herewith (in the discretion of the Lessor). 14.3 All of the schedules and/or annexes hereto are incorporated herein and shall have the power to enter into same force and effect as if they were set out in the body of this LicenseAgreement. (b) You will not 14.4 This Agreement shall extend to and be entitled to withhold by way of set-offbinding upon the parties hereto, deduction or counterclaim any amounts which you owe to Coffs Coast Accommodation against any amounts that may be owed to youtheir heirs, executors, administrators and assigns. (c) Coffs Coast Accommodation will 14.5 No extension of time or indulgence granted by the Lessor to the Tenant shall be entitled deemed in any way to sub-contract affect, prejudice or delegate their obligations derogate from the rights of the Lessor in any respect under this agreementAgreement, nor shall it in any way be regarded as a waiver of any rights hereunder, or a novation of this Agreement. (d) Coffs Coast Accommodation would not be liable to you or be deemed to be in breach 14.6 The terms of these terms by reason of any delay in performing, or any failure to perform, any of their obligations if this Agreement form the delay or failure was due to any cause beyond its reasonable control. (e) These terms and the Booking Summary represent the entire Agreement sole contractual relationship between the parties in relation to the subject matter of the Agreement and supersede any previous marketing information, representations or agreements whether recorded in no variation of this Agreement shall affect the terms hereof unless such a variation shall be reduced to writing or otherwiseunder the hands of the parties hereto. (f) The parties agree that these terms are fair and reasonable in all the circumstances. However, if 14.7 If any provision of these terms this Agreement is held not to be valid by a Court of competent jurisdiction but would be valid if part of the wording were deleted, unenforceable then such that unenforceable provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid, is deemed severed from the remaining provisions of these terms this Agreement, which shall not be affected and shall remain in full force and effect. (g) These conditions are 14.8 If the Storage Facility should be destroyed or so damaged that it can no longer be beneficially occupied by the Tenant, this Agreement shall automatically terminate when that happens unless the parties agree otherwise in writing. 14.9 This Agreement shall be construed and governed by and construed in accordance with the laws of the State Republic of South Africa and the parties agree that any magistrate court which has jurisdiction over the person of the Tenant shall have jurisdiction to entertain any action or proceeding that may arise out of this Agreement. 14.10 The Tenant consents that the Lessor may process his/her/its personal information as set out in which the accommodation is located. You agree Protection of Personal Information Act 4 of 2013 to submit carry out actions for the conclusion or performance of this agreement. 14.11 The Tenant consents to the exclusive jurisdiction Lessor and/its agents requesting any information available on any Credit Bureau and/or financial institution regarding the Tenant. 14.12 In the event that the Lessor has to take steps for collection of outstanding debt, the Lessor may file a negative report against the Tenant’s profile at one or more of the Courts of that Statemajor Credit Bureaus in South Africa. (h) If you breach these terms and conditions and Coffs Coast Accommodation decides to take no action or neglects to do so, then Coffs Coast Accommodation will still be entitled to take action and enforce their rights and remedies for any other breach.