Common use of Miscellaneous Terms Clause in Contracts

Miscellaneous Terms. This Agreement shall be governed exclusively by Iowa law. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relates. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement to the contrary notwithstanding, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation of any governmental body or agency having jurisdiction over this Agreement.

Miscellaneous Terms. This Agreement shall Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time to time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be governed exclusively by Iowa lawread in conjunction with, this Agreement. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties expressly agree that neither party’s employee or contractor is an employee of the other party Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favour of or against either party by reason for authorship. Waiver Any waiver of any litigation arising between them relatedterms of the Agreement will be effective only if in writing and signed by the party granting the waiver and will be effective only to the extent specifically set out in that waiver. Any rights not expressly granted herein are reserved. Severability If one or more of the terms of the Agreement are found to be invalid, illegal or unenforceable in any wayrespect, the validity, legality and enforceability of the remaining terms will not be affected. Amendments This Agreement may only be varied with the written consent of Nearmap and the Licensee. Nearmap may make any amendment to this Agreement and/or immediately and without providing the Licensee any and all disputesnotice, actionsif Nearmap reasonably considers that the amendment is likely to benefit or have a neutral impact on the Licensee (Non-Detrimental Amendment). Assignment Except as provided below, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither neither party may assign or otherwise transfer or attempt to assign any right or obligation under arising out of this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Nearmap may assign all or any part of this Agreement, in whole or in part, without the other partyLicensee’s prior express written consent, which in connection with a merger, acquisition, corporate reorganisation, change of control or sale or disposition of substantially all of its assets (or any substantially similar transaction). Additionally, Nearmap may be withheld at such partyassign all or any part of this Agreement to its Related Parties and Subsidiaries without the Licensee’s reasonable discretionconsent. Subject Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior written agreement connected with that subject matter. Governing Law This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, and each party irrevocably submits to the foregoing, non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia. Application of this Agreement will be binding upon This Agreement only applies to Licensees that are considered a Small Business Customer. Precedence of Documents In the event of any inconsistencies between the terms of this agreement, the Additional Terms and will inure to Conditions and the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marksQuote, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following formatorder of precedence applies, from highest to lowest: “(hereinafter referred to as the ‘Word’),” Additional Terms and thereafter in Conditions; the Quote; any Product-Specific Terms; and this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relatesproducts agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but between Nearmap and the Licensee supersedes all of which together shall constitute the same instrument. Anything in this Agreement terms and conditions attached to the contrary notwithstanding, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation of any governmental body or agency having jurisdiction over this AgreementLicensee’s purchase order.

Miscellaneous Terms. This Agreement shall be governed exclusively by Iowa law. The parties expressly agree that any litigation arising between them related, in any way, to Each person signing this Agreement and/or any and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is represents that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party he has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, for which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relateshe signs. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. This writing contains the entire agreement of the parties. In the event of any conflict between the specific terms of this Agreement and the terms of any such other prior agreement, the terms of this Agreement govern. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be an originalbound thereby. No representations other than those expressly set forth in this writteri agreement were made or relied upon by either party. No agent, but all employee, or other representative of which together either party is empowered to alter any of the terms of this Agreement. This Agreement is binding on the parties and each of their successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other, said consent not to be unreasonably withheld. The validity, interpretation, and performance of this Agreement shall constitute the same instrumentbe controlled by and construed under Nevada law. Anything Venue for any legal action or mediation proceeding relating to or arising out of this Agreement shall be in Xxxxx County, Nevada. Nothing in this Agreement shall be construed to constitute or appoint either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either party any rights or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever. This Agreement does not provide for a joint venture, partnership, agency or employment relationship between the parties, or any other relationship. Any failure of either party to enforce or require the strict performance of any contract provision shall not constitute a waiver of such provision or of any breach of such provision, nor in any way affect the right of such party to strictly enforce same. Any notice to be given under this Agreement shall be in writing and addressed to the contrary notwithstandingparty at the address of its principal place of business (as stated below or at such other address as either party may hereafter designate in writing. Any such notice shall be deemed to have been duly given upon personal delivery or three (3) business days after being enclosed in a properly sealed and addressed envelope, Timberline shall refrain from any action which would violate any lawif sent by registered or certified mail, rule, policy, and if deposited (postage and registry or regulation of any governmental body certification fee prepaid) in a post office or agency having jurisdiction over this Agreementbranch post office regularly maintained by the United States Government.

Miscellaneous Terms. Nearmap customer The Licensee agrees that Nearmap may identify the Licensee as a Nearmap customer in Nearmap business materials. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. Precedence of Documents This Agreement shall be governed exclusively by Iowa lawis comprised of: the Quote; the Additional Terms and Conditions; and this agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, the document appearing higher in the list will have precedence. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any and all disputes, actions, claims, no Nearmap employee or causes contractor will be an employee of action related thereto shall be initiated and maintained only in the U.S. District Court for Licensee. Construction The parties agree that the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision terms of this Agreement is held result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. Waiver Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions breach of this Agreement shall remain in full force and effect. The relationship between the parties is that will constitute a waiver of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result any other breach of this Agreement. Neither Severability If one or more of the terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected. Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. Assignment This Agreement shall not be assigned by either party has without the authority to create any obligations for the other, or to bind prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to any representationthe Licensee, statement or document. The failure assign all of either of the parties to enforce any right or provision its rights under this Agreement shall not constitute to (i) a waiver parent, subsidiary or Affiliate of such right Nearmap, (ii) a purchaser of all or provision unless acknowledged and agreed substantially all assets related to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, or (iii) a third party participating in whole a merger, acquisition, sale of assets or other corporate reorganization in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretionNearmap is participating. Subject Any attempt to the foregoing, assign this Agreement will in violation of this provision shall be binding upon void and will of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigneespermitted assigns. The captions in this Entire Agreement are included for convenience This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, ; and supersedes any prior agreement or understanding on anything connected with that word or phrase shall stand as an abbreviation of the longer phrase to which it relatessubject matter. Counterparts This Agreement may be executed in consist of a number of counterparts and if so the counterparts taken together constitute one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute and the same instrument. Anything in this This Agreement to the contrary notwithstanding, Timberline shall refrain from is not binding on any action which would violate any law, rule, policyparty unless one or more counterparts have been duly executed by, or regulation on behalf of, Nearmap and the Licensee. Governing Law This Agreement will be governed by and construed in accordance with the laws of any governmental body or agency having jurisdiction over this Agreementthe State of Utah applicable to agreements made and to be entirely performed within the State of Utah, without resort to its conflict of law provisions.

Miscellaneous Terms. This Agreement constitutes the entire agreement of the parties and supersedes all prior oral or written agreements between them concerning the same subject. This Agreement may only be amended or modified by a written instrument executed by the parties to this Agreement. No failure or delay on the part of either party in exercising any of its respective rights hereunder upon any failure by the other party to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other or further exercise thereof or the exercise of any other right hereunder. Without limiting the foregoing, no payment by CPT shall constitute a waiver of any term or condition of this Agreement. This Agreement may not be assigned by either party hereto without the prior written consent of the other party; provided, that CPT may assign this agreement to any of its affiliates that are within the Sony group of companies without obtaining the consent of TCCSL and will notify TCCSL of any such assignment if such assignment will have any material impact on TCCSL. Each of the parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of this Agreement. Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. Nothing expressed or referred to in this Agreement is intended or shall be governed exclusively by Iowa lawconstrued to give any person or entity, other than the parties to this Agreement, or their permitted successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of the parties that this Agreement is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity. The parties expressly agree that any litigation arising between them related, section headings contained in this Agreement are for reference purposes only and shall not in any way, to way affect the meaning or interpretation of this Agreement. This Agreement and/or any and all disputes, actions, claims, or causes of action related thereto its terms shall be initiated confidential, and maintained only in each party agrees that, except as may be required by law, it shall not make any disclosures with regard thereto without the U.S. District Court for prior written approval of the Southern District of Iowa or the District Court for Polk County, Iowanon-disclosing party. If any provision of this Agreement Agreement, or any covenant, obligation or agreement contained herein is held determined by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement determination shall not constitute a waiver of such right affect any other provision, covenant, obligation or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relates. This Agreement may be executed in one or more counterpartsagreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative, made, entered into or taken in the matter and to the full extent permitted by law. In the event of the occurrence of an originalevent of force majeure which materially interferes with the production or delivery of the Program or with the rendition of TCCSL’s material obligations hereunder, CPT shall have the right to suspend this Agreement and shall have the right, but all of which together shall constitute not the same instrument. Anything in obligation, to extend this Agreement to by the contrary notwithstanding, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation length of any governmental body or agency having jurisdiction over this Agreementsuch suspension.

Miscellaneous Terms. The Bank shall have a right of set-off, in the full amount of all of Borrower's obligations to the Bank, against any deposits, assets held by, or other amounts owed by the Bank to or held by the Bank for, the Borrower as well as a lien on any and all property of the Borrower which is or may be in the Bank's possession. No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to any indebtedness created hereunder shall operate as a waiver thereof or of any of other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof of any other right or remedy. The parties hereto expressly waive all rights to trial by jury on any cause of action directly or indirectly involving the terms or conditions of this Agreement, the Revolving Line Note, or any matters whatsoever arising out of or in connection with this Agreement, the Revolving Line Note, or any document executed or delivered in connection with this Agreement or the Revolving Line Note. The foregoing waiver shall survive the termination or expiration of this Agreement. This Agreement and the documents referred to herein embody the entire agreement and understanding among the parties and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall not be governed exclusively by Iowa lawchanged or amended without the written agreement of all parties hereto. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any All the terms and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigneesassigns and shall inure to the benefit of and be enforceable by any holder of notes executed hereunder. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any No assignment of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation rights of the longer phrase to which it relates. This Borrower under this Agreement may be executed in one or more counterpartsmade without the prior written consent of the Bank. This letter and the notes and agreements related hereto, each together with all of which the rights and obligations of the parties hereto, shall be deemed construed, governed and enforced in accordance with the laws of the State of New York. It represents the joint agreement of the parties following negotiation resulting in the issuance of the Commitment Letter, and accordingly shall not be strictly construed against any particular party. Please sign the enclosed duplicate original of this letter to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement evidence your agreement to the contrary notwithstandingterms contained herein. We appreciate the opportunity to do business with you. COMMUNITY BANK, Timberline shall refrain from any action which would violate any lawN.A. ____________________________ by: Xxxxxx X. Xxxxx, rule, policy, or regulation of any governmental body or agency having jurisdiction over this Agreement.Vice President CORNING NATURAL GAS CORP. ____________________________

Miscellaneous Terms. This Agreement constitutes the entire agreement of the parties and supersedes all prior oral or written agreements between them concerning the same subject. This Agreement may only be amended or modified by a written instrument executed by the parties to this Agreement. No failure or delay on the part of either party in exercising any of its respective rights hereunder upon any failure by the other party to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other or further exercise thereof or the exercise of any other right hereunder. Without limiting the foregoing, no payment by CPT shall constitute a waiver of any term or condition of this Agreement. This Agreement may not be assigned without the prior written consent of the other party except that CPT may assign this Agreement, or any part thereof. Each of the parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of this Agreement. Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. Nothing expressed or referred to in this Agreement is intended or shall be governed exclusively by Iowa lawconstrued to give any person or entity, other than the parties to this Agreement, or their permitted successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of the parties that this Agreement is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity. The parties expressly agree that any litigation arising between them related, section headings contained in this Agreement are for reference purposes only and shall not in any way, to way affect the meaning or interpretation of this Agreement. This Agreement and/or any and all disputes, actions, claims, or causes of action related thereto its terms shall be initiated confidential, and maintained only in each party agrees that, except as may be required by law, it shall not make any disclosures with regard thereto without the U.S. District Court for prior written approval of the Southern District of Iowa or the District Court for Polk County, Iowanon-disclosing party. If any provision of this Agreement Agreement, or any covenant, obligation or agreement contained herein is held determined by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement determination shall not constitute a waiver of such right affect any other provision, covenant, obligation or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relates. This Agreement may be executed in one or more counterpartsagreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative, made, entered into or taken in the matter and to the full extent permitted by law. In the event of the occurrence of an originalevent of force majeure which materially interferes with the production or delivery of the Program or with the rendition of Infinity’s material obligations hereunder, CPT shall have the right to suspend this Agreement and shall have the right, but all of which together shall constitute not the same instrument. Anything in obligation, to extend this Agreement to by the contrary notwithstanding, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation length of any governmental body or agency having jurisdiction over this Agreementsuch suspension.

Miscellaneous Terms. The Bank shall have a right of set-off, in the full amount of all of Borrower's obligations to the Bank, against any deposits, assets held by, or other amounts owed by the Bank to or held by the Bank for, the Borrower as well as a lien on any and all property of the Borrower which is or may be in the Bank's possession. No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to any indebtedness created hereunder shall operate as a waiver thereof or of any of other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof of any other right or remedy. The parties hereto expressly waive all rights to trial by jury on any cause of action directly or indirectly involving the terms or conditions of this Agreement, the Revolving Line Note, or any matters whatsoever arising out of or in connection with this Agreement, the Revolving Line Note, or any document executed or delivered in connection with this Agreement or the Revolving Line Note. The foregoing waiver shall survive the termination or expiration of this Agreement. This Agreement and the documents referred to herein embody the entire agreement and understanding among the parties and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall not be governed exclusively by Iowa lawchanged or amended without the written agreement of all parties hereto. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any All the terms and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigneesassigns and shall inure to the benefit of and be enforceable by any holder of notes, executed hereunder. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any No assignment of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation rights of the longer phrase to which it relates. This Borrower under this Agreement may be executed in one or more counterpartsmade without the prior written consent of the Bank. This letter and the notes and agreements related hereto, each together with all of which the rights and obligations of the parties hereto, shall be deemed construed, governed and enforced in accordance with the laws of the State of New York. It represents the joint agreement of the parties following negotiation resulting in the issuance of the Commitment Letter, and accordingly shall not be strictly construed against any particular party. Please sign the enclosed duplicate original of this letter to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement evidence your agreement to the contrary notwithstandingterms contained herein. We appreciate the opportunity to do business with you. COMMUNITY BANK, Timberline shall refrain from any action which would violate any lawN.A. /S/ Xxxxxx X. Xxxxx, rule, policy, or regulation of any governmental body or agency having jurisdiction over this AgreementVice President CORNING NATURAL GAS CORP.

Miscellaneous Terms. The Bank shall have a right of set-off, in the full amount of all of Borrower’s obligations to the Bank, against any deposits, assets held by, or other amounts owed by the Bank to or held by the Bank for, the Borrower as well as a lien on any and all property of the Borrower which is or may be in the Bank’s possession. No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to any indebtedness created hereunder shall operate as a waiver thereof or of any of other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof of any other right or remedy. The parties hereto expressly waive all rights to trial by jury on any cause of action directly or indirectly involving the terms or conditions of this Agreement, the Revolving Line Note, or any matters whatsoever arising out of or in connection with this Agreement, the Revolving Line Note, or any document executed or delivered in connection with this Agreement or the Revolving Line Note. The foregoing waiver shall survive the termination or expiration of this Agreement. This Agreement and the documents referred to herein embody the entire agreement and understanding among the parties and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall not be governed exclusively by Iowa lawchanged or amended without the written agreement of all parties hereto. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any All the terms and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigneesassigns and shall inure to the benefit of and be enforceable by any holder of notes executed hereunder. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any No assignment of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation rights of the longer phrase to which it relates. This Borrower under this Agreement may be executed in one or more counterpartsmade without the prior written consent of the Bank. This letter and the notes and agreements related hereto, each together with all of which the rights and obligations of the parties hereto, shall be deemed construed, governed and enforced in accordance with the laws of the State of New York. It represents the joint agreement of the parties following negotiation resulting in the issuance of the Commitment Letter, and accordingly shall not be strictly construed against any particular party. Please sign the enclosed duplicate original of this letter to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement evidence your agreement to the contrary notwithstandingterms contained herein. We appreciate the opportunity to do business with you. [signatures on next page] COMMUNITY BANK, Timberline shall refrain from any action which would violate any lawN.A. /s/ Txxxxx X. Xxxxx by: Txxxxx X. Xxxxx, ruleVice President CORNING NATURAL GAS CORP. /s/ Mxxxxxx Xxxxxx by: Mxxxxxx Xxxxxx, policy, or regulation of any governmental body or agency having jurisdiction over this Agreement.President

Miscellaneous Terms. Except as expressly stated herein or in the HIPAA Rules, the parties to this Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this Section shall survive the expiration, termination, or cancellation of this Agreement, and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement shall be governed exclusively by Iowa lawthe laws of the State of New York. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. The parties expressly agree that, in the event that any litigation arising between them relateddocumentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information which are more restrictive than the provisions of this Agreement, in any way, to the provisions of the more restrictive documentation will control. The provisions of this Agreement and/or any are intended to establish the minimum requirements regarding Business Associate’s use and all disputes, actions, claims, or causes disclosure of action related thereto shall be initiated and maintained only in Protected Health Information. In the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other remainder of the provisions of this Agreement shall will remain in full force and effect. The relationship between In addition, in the parties is event a party believes in good faith that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result any provision of this Agreement. Neither Agreement fails to comply with the then-current requirements of the HIPAA Privacy Rule or Security Rule, such party has the authority to create any obligations for the other, or to bind shall notify the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver For a period of up to thirty days, the parties shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect address in good faith such concern and amend the other provisions terms of this Agreement, if necessary to bring it into compliance. Neither If, after such thirty-day period, the Agreement fails to comply with the requirements of the HIPAA Privacy Rule and Security Rule, then either party may assign any has the right or obligation under this Agreement, in whole or in part, without to terminate upon written notice to the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit Exhibit A Description of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define Services or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out services set forth in the following formatcontract: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relates. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement to the contrary notwithstanding, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation of any governmental body or agency having jurisdiction over this Agreement.Contract dated Between and

Miscellaneous Terms. The Bank shall have a right of set-off, in the full amount of all of Borrower's obligations to the Bank, against any deposits, assets held by, or other amounts owed by the Bank to or held by the Bank for, the Borrower as well as a lien on any and all property of the Borrower which is or may be in the Bank's possession. No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to any indebtedness created hereunder shall operate as a waiver thereof or of any of other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof of any other right or remedy. The parties hereto expressly waive all rights to trial by jury on any cause of action directly or indirectly involving the terms or conditions of this Agreement, the Revolving Line Note, or any matters whatsoever arising out of or in connection with this Agreement, the Revolving Line Note, or any document executed or delivered in connection with this Agreement or the Revolving Line Note. The foregoing waiver shall survive the termination or expiration of this Agreement. This Agreement and the documents referred to herein embody the entire agreement and understanding among the parties and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall not be governed exclusively by Iowa lawchanged or amended without the written agreement of all parties hereto. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any All the terms and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigneesassigns and shall inure to the benefit of and be enforceable by any holder of notes executed hereunder. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any No assignment of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation rights of the longer phrase to which it relates. This Borrower under this Agreement may be executed in one or more counterpartsmade without the prior written consent of the Bank. This letter and the notes and agreements related hereto, each together with all of which the rights and obligations of the parties hereto, shall be deemed construed, governed and enforced in accordance with the laws of the State of New York. It represents the joint agreement of the parties following negotiation resulting in the issuance of the Commitment Letter, and accordingly shall not be strictly construed against any particular party. Please sign the enclosed duplicate original of this letter to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement evidence your agreement to the contrary notwithstandingterms contained herein. We appreciate the opportunity to do business with you. COMMUNITY BANK, Timberline shall refrain from any action which would violate any lawN.A. by: /S/ Xxxxxxx Xxxx Xxxxxxx Xxxx, rule, policy, or regulation of any governmental body or agency having jurisdiction over this AgreementVice President CORNING NATURAL GAS CORP.

Miscellaneous Terms. The Bank shall have a right of set-off, in the full amount of all of Borrower’s obligations to the Bank, against any deposits, assets held by, or other amounts owed by the Bank to or held by the Bank for, the Borrower as well as a lien on any and all property of the Borrower which is or may be in the Bank’s possession. No delay or omission by the Bank in exercising any right or remedy hereunder or with respect to any indebtedness created hereunder shall operate as a waiver thereof or of any of other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof of any other right or remedy. The parties hereto expressly waive all rights to trial by jury on any cause of action directly or indirectly involving the terms or conditions of this Agreement, the Revolving Line Note, or any matters whatsoever arising out of or in connection with this Agreement, the Revolving Line Note, or any document executed or delivered in connection with this Agreement or the Revolving Line Note. The foregoing waiver shall survive the termination or expiration of this Agreement. This Agreement and the documents referred to herein embody the entire agreement and understanding among the parties and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall not be governed exclusively by Iowa lawchanged or amended without the written agreement of all parties hereto. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any All the terms and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigneesassigns and shall inure to the benefit of and be enforceable by any holder of notes executed hereunder. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any No assignment of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation rights of the longer phrase to which it relates. This Borrower under this Agreement may be executed in one or more counterpartsmade without the prior written consent of the Bank. This letter and the notes and agreements related hereto, each together with all of which the rights and obligations of the parties hereto, shall be deemed construed, governed and enforced in accordance with the laws of the State of New York. It represents the joint agreement of the parties following negotiation resulting in the issuance of the Commitment Letter, and accordingly shall not be strictly construed against any particular party. Please sign the enclosed duplicate original of this letter to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement evidence your agreement to the contrary notwithstandingterms contained herein. We appreciate the opportunity to do business with you. [signatures on next page] COMMUNITY BANK, Timberline shall refrain from any action which would violate any lawN.A. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, ruleVice President CORNING NATURAL GAS CORP. By: /s/ Xxxxxxx X. German Xxxxxxx Xxxxxx, policy, or regulation of any governmental body or agency having jurisdiction over this Agreement.President

Miscellaneous Terms. This Agreement shall be governed exclusively by Iowa law. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any will transfer and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective permitted successors and assigneesassigns. The captions This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement are included for convenience or as the Parties may agree in writing. No amendment to this Agreement or waiver of reference only any provision hereof will be valid or binding unless reduced to writing and are in no way meant duly executed by the Party or Parties to define or limit any be bound thereby. Failure to promptly enforce a provision of the provisions this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or otherwise affect their construction be construed as creating, a joint venture or effectpartnership between the parties. When a word Neither Party is, by virtue of this Agreement or phrase otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is enclosed in parentheses and quotation marksgranted any right or authority to assume or to create any obligation or responsibility, i.e.express or implied, (“Word”), then that word on behalf or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred name of the other party, or to as the ‘Word’),” and thereafter bind such other Party in any manner. Nothing contained in this Agreement, that word or phrase shall stand as an abbreviation Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the longer phrase Parties acknowledges that it has had the opportunity to which it relateshave this Agreement reviewed or not by independent legal counsel of its choice. This Agreement may be executed in If any one or more counterpartsof the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, each of which shall then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to be an original, but all reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of which together shall constitute the same instrument. Anything in this Agreement to the contrary notwithstanding, Timberline shall refrain from are for convenience or reference only and do not form a part of this Agreement and will not in any action which would violate any law, rule, policy, way affect its interpretation. Neither Party will be afforded or regulation of any governmental body or agency having jurisdiction over this Agreement.denied preference

Miscellaneous Terms. This Agreement constitutes the entire agreement of the parties and supersedes all prior oral or written agreements between them concerning the same subject. This Agreement may only be amended or modified by a written instrument executed by the parties to this Agreement. No failure or delay on the part of either party in exercising any of its respective rights hereunder upon any failure by the other party to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other or further exercise thereof or the exercise of any other right hereunder. Without limiting the foregoing, no payment by CPT shall constitute a waiver of any term or condition of this Agreement. This Agreement may not be assigned without the prior written consent of the other party except that CPT may assign this Agreement, or any part thereof. Each of the parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of this Agreement. Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. Nothing expressed or referred to in this Agreement is intended or shall be governed exclusively by Iowa lawconstrued to give any person or entity, other than the parties to this Agreement, or their permitted successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of the parties that this Agreement is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity. The parties expressly agree that any litigation arising between them related, section headings contained in this Agreement are for reference purposes only and shall not in any way, to way affect the meaning or interpretation of this Agreement. This Agreement and/or any and all disputes, actions, claims, or causes of action related thereto its terms shall be initiated confidential, and maintained only in each party agrees that, except as may be required by law, it shall not make any disclosures with regard thereto without the U.S. District Court for prior written approval of the Southern District of Iowa or the District Court for Polk County, Iowanon-disclosing party. If any provision of this Agreement Agreement, or any covenant, obligation or agreement contained herein is held determined by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement determination shall not constitute a waiver of such right affect any other provision, covenant, obligation or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relates. This Agreement may be executed in one or more counterpartsagreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative, made, entered into or taken in the matter and to the full extent permitted by law. In the event of the occurrence of an originalevent of force majeure which materially interferes with the production or delivery of the Program or with the rendition of AVF’s material obligations hereunder, CPT shall have the right to suspend this Agreement and shall have the right, but all of which together shall constitute not the same instrument. Anything in obligation, to extend this Agreement to by the contrary notwithstanding, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation length of any governmental body or agency having jurisdiction over this Agreementsuch suspension.

Miscellaneous Terms. Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time-to-time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. Precedence of Documents This Agreement shall be governed exclusively by Iowa lawis comprised of: the Additional Terms and Conditions; the Quote; any Product-Specific Terms; and this products agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, the document appearing higher in the list will have precedence. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties expressly agree that any litigation arising between them related, in any way, to this Agreement and/or any and all disputes, actions, claims, neither party’s employee or causes contractor is an employee of action related thereto shall be initiated and maintained only in the U.S. District Court for other party. Construction The parties agree that the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision terms of this Agreement is held result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. Waiver Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions breach of this Agreement shall remain in full force and effect. The relationship between the parties is that will constitute a waiver of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result any other breach of this Agreement. Neither Severability If one or more of the terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected. Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. Assignment This Agreement shall not be assigned by either party has without the authority to create any obligations for the other, or to bind prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to any representationthe Licensee, statement or document. The failure assign all of either of the parties to enforce any right or provision its rights under this Agreement shall not constitute to (i) a waiver parent, subsidiary or Affiliate of such right Nearmap, (ii) a purchaser of all or provision unless acknowledged and agreed substantially all assets related to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, or (iii) a third party participating in whole a merger, acquisition, sale of assets or other corporate reorganization in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretionNearmap is participating. Subject Any attempt to the foregoing, assign this Agreement will in violation of this provision shall be binding upon void and will of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigneespermitted assigns. The captions in this Entire Agreement are included for convenience This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, ; and supersedes any prior agreement or understanding on anything connected with that word or phrase shall stand as an abbreviation of the longer phrase to which it relatessubject matter. Counterparts This Agreement may be executed in consist of a number of counterparts and if so the counterparts taken together constitute one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute and the same instrument. Anything in This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee. Language The parties have expressly agreed that this Agreement and all ancillary agreements, documents or notices relating thereto be drafted solely in the English language. Les parties aux présentes ont expressément convenu que ce accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of Utah applicable to agreements made and to be entirely performed within the contrary notwithstandingState of Utah, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation without resort to its conflict of any governmental body or agency having jurisdiction over this Agreementlaw provisions.

Miscellaneous Terms. This Agreement shall be governed exclusively by Iowa law. The parties expressly agree that any litigation arising between them related, in any way, to Each person signing this Agreement and/or any and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is represents that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party he has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, for which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relateshe signs. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. This writing contains the entire agreement of the parties. In the event of any conflict between the specific terms of this Agreement and the terms of any such other prior agreement, the terms of this Agreement govern. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be an originalbound thereby. No representations other than those expressly set forth in this written agreement were made or relied upon by either party. No agent, but all employee, or other representative of which together either party is empowered to alter any of the terms of this Agreement. This Agreement is binding on the parties and each of their successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other, said consent not to be unreasonably withheld. The validity, interpretation, and performance of this Agreement shall constitute the same instrumentbe controlled by and construed under Nevada law. Anything Venue for any legal action or mediation proceeding relating to or arising out of this Agreement shall be in Cxxxx County, Nevada. Nothing in this Agreement shall be construed to constitute or appoint either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either party any rights or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever. This Agreement does not provide for a joint venture, partnership, agency or employment relationship between the parties, or any other relationship. Any failure of either party to enforce or require the strict performance of any contract provision shall not constitute a waiver of such provision or of any breach of such provision, nor in any way affect the right of such party to strictly enforce same. Any notice to be given under this Agreement shall be in writing and addressed to the contrary notwithstandingparty at the address of its principal place of business (as stated below or at such other address as either party may hereafter designate in writing. Any such notice shall be deemed to have been duly given upon personal delivery or three (3) business days after being enclosed in a properly sealed and addressed envelope, Timberline shall refrain from any action which would violate any lawif sent by registered or certified mail, rule, policy, and if deposited (postage and registry or regulation of any governmental body certification fee prepaid) in a post office or agency having jurisdiction over this Agreementbranch post office regularly maintained by the United States Government.

Miscellaneous Terms. Customer shall not be entitled to assign, sub-licence or otherwise transfer the rights and obligations granted hereunder, or under the Agreement, whether in whole or in part unless otherwise agreed in writing by a duly authorized representative of Company. Company shall be entitled to sub-contract any Professional Services work relating to any Sales Order without the consent of Customer provided that such work is performed in accordance with the terms of this Agreement. With the exception of payment of outstanding invoices, neither Party shall be responsible for any delay or failure in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to: an act of God; an act of war; civil unrest; terrorism; riot; epidemic/pandemic; fire; explosion or accidental damage; extreme weather conditions (including but not limited to: flood, storm, or other disaster); an act of government; industrial action or lockouts; and failure of the world wide web. Where no performance or cure is possible within a reasonable period and in the reasonable view of the parties will not be forthcoming or possible, the party not affected by the Force Majeure event may terminate the Agreement on service of written notice, in which case no party shall have any liability or obligation to the other under the Agreement other than the payment of monies due. Any notice or other communication to be given under this Agreement must be in writing and may be delivered or sent by pre- paid first class letter post to Company or Customer at its registered address for the attention of an officer of Company or Customer, as applicable. The invalidity, illegibility or unenforceability of any provision shall not affect any other part of this Agreement. A person who is not a party to this Agreement shall have no rights hereunder. While this Agreement remains in effect and for one (1) year following the termination of the Agreement, neither party shall directly or indirectly recruit, solicit or hire any employee of the other party, or induce or attempt to induce any employee of a party hereto to terminate his/her employment with the other party; provided that either party shall be permitted to hire any employee of the other party who responds to a general employment advertisement or solicitation. This Agreement shall be governed exclusively by Iowa law. The parties expressly agree that any litigation arising between them related, and construed in any way, to this Agreement and/or any accordance with the laws of the State of New Hampshire and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Southern District of Iowa or the District Court for Polk County, Iowa. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified subject to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either exclusive jurisdiction of the parties to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relates. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same instrument. Anything in this Agreement to the contrary notwithstanding, Timberline shall refrain from any action which would violate any law, rule, policy, or regulation of any governmental body or agency having jurisdiction over this AgreementNew Hampshire courts.

Miscellaneous Terms. This Agreement constitutes the entire agreement of the parties and supersedes all prior oral or written agreements between them concerning the same subject. This Agreement may only be amended or modified by a written instrument executed by the parties to this Agreement. No failure or delay on the part of either party in exercising any of its respective rights hereunder upon any failure by the other party to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other or further exercise thereof or the exercise of any other right hereunder. Without limiting the foregoing, no payment by CPT shall constitute a waiver of any term or condition of this Agreement. This Agreement may not be assigned without the prior written consent of the other party except that CPT may assign this Agreement, or any part thereof. Each of the parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of this Agreement. Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. Nothing expressed or referred to in this Agreement is intended or shall be governed exclusively by Iowa lawconstrued to give any person or entity, other than the parties to this Agreement, or their permitted successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of the parties that this Agreement is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity. The parties expressly agree that any litigation arising between them related, section headings contained in this Agreement are for reference purposes only and shall not in any way, to way affect the meaning or interpretation of this Agreement. This Agreement and/or any and all disputes, actions, claims, or causes of action related thereto its terms shall be initiated confidential, and maintained only in each party agrees that, except as may be required by law, it shall not make any disclosures with regard thereto without the U.S. District Court for prior written approval of the Southern District of Iowa or the District Court for Polk County, Iowanon-disclosing party. If any provision of this Agreement Agreement, or any covenant, obligation or agreement contained herein is held determined by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The relationship between the parties is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document. The failure of either of the parties to enforce any right or provision under this Agreement determination shall not constitute a waiver of such right affect any other provision, covenant, obligation or provision unless acknowledged and agreed to by such party in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. Neither party may assign any right or obligation under this Agreement, in whole or in part, without the other party’s prior express written consent, which may be withheld at such party’s reasonable discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assignees. The captions in this Agreement are included for convenience of reference only and are in no way meant to define or limit any of the provisions contained in this Agreement or otherwise affect their construction or effect. When a word or phrase is enclosed in parentheses and quotation marks, i.e., (“Word”), then that word or phrase shall be interpreted as if fully written out in the following format: “(hereinafter referred to as the ‘Word’),” and thereafter in this Agreement, that word or phrase shall stand as an abbreviation of the longer phrase to which it relates. This Agreement may be executed in one or more counterpartsagreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be an originaleffective, but all of which together shall constitute operative, made, entered into or taken in the same instrument. Anything in this Agreement matter and to the contrary notwithstanding, Timberline shall refrain from any action which would violate any full extent permitted by law, rule, policy, or regulation of any governmental body or agency having jurisdiction over this Agreement.