Common use of Term and Termination Clause in Contracts

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13.

Term and Termination. This Addendum In any case, if not sooner terminated, this Agreement shall be effective as expire at the close of business on the effective date of that the Service Offering is terminated. This Agreement and shall remain may be terminated by either party (a) immediately upon notice to the other party in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines event that the other party has breached a shall have materially failed to comply with any material provision of this Addendum Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and failed such failure to cure such breach comply is not cured within thirty ten (3010) days after the date of being notified such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the other party of Dealer Manager, upon the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has completed been reached, into such other account as the return or destruction of PHI as required by this Section 13 Company may designate; and (b) promptly deliver to the extent Associate retains any PHI Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 135 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. This Addendum The initial term of this Agreement shall be effective as for a period of the effective date of the Service _____. Thereafter, either party to this Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that same by notice in writing, delivered or mailed, postage prepaid, to the other party has breached a material provision of this Addendum hereto and failed to cure such breach within thirty received not less than ninety (3090) days of being notified by prior to the other party of the breach. If the non-breaching party determines that cure is not possible, date upon which such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other partytermination will take effect. Upon termination of this Addendum Agreement, Fund will pay Custodian its fees and compensation due hereunder and its reimbursable disbursements, costs and expenses paid or incurred to such date and Fund shall designate a successor custodian by notice in writing to Custodian by the termination date. In the event no written order designating a successor custodian has been delivered to Custodian on or before the date when such termination becomes effective, then Custodian may, at its option, deliver the securities, funds and properties of Fund to a bank or trust company at the selection of Custodian, and meeting the qualifications for custodian set forth in the 1940 Act and having not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits, as shown by its last published report, or apply to a court of competent jurisdiction for the appointment of a successor custodian or other proper relief, or take any reasonother lawful action under the circumstances; provided, Associate however, that Fund shall reimburse Custodian for its costs and expenses, including reasonable attorney's fees, incurred in connection therewith. Custodian will, if feasibleupon termination of this Agreement and payment of all sums due to Custodian from Fund hereunder or otherwise, return deliver to Entity the successor custodian so specified or securely destroy all PHI maintained appointed, or as specified by Associate in any form or medium, including all copies of such PHIthe court, at Custodian's office, all securities then held by Custodian hereunder, duly endorsed and in form for transfer, and all funds and other properties of Fund deposited with or held by Custodian hereunder, and Custodian will co-operate in effecting changes in book-entries at all Depositories. Upon delivery to a successor custodian or as specified by the court, Custodian will have no cost further obligations or liabilities under this Agreement. Thereafter such successor will be the successor custodian under this Agreement and will be entitled to Entity. Further, Associate shall recover any PHI in the possession of reasonable compensation for its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyservices. In the event that Associate determines that returning or destroying any PHI is infeasiblesecurities, Associate shall promptly notify Entity funds and other properties remain in the possession of the conditions that make return or destruction infeasible. With regard Custodian after the date of termination hereof owing to any PHI that Entity agrees cannot feasibly failure of the Fund to appoint a successor custodian, the Custodian shall be returned entitled to Entity or destroyedcompensation as provided in the then-current fee schedule hereunder for its services during such period as the Custodian retains possession of such securities, Associate may maintain such PHI but shall continue to abide by funds and other properties, and the terms and conditions provisions of this Addendum with respect Agreement relating to such PHI the duties and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction obligations of the PHI infeasible. Associate Custodian shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 full force and (b) to the extent Associate retains any PHI pursuant to this Section 13effect.

Term and Termination. This Addendum Agreement shall be effective commence on the date indicated on the first page of this Agreement, and shall apply to all Licensed Materials for the time period(s) as indicated on the attached Schedule(s). Subscriptions as indicated on the attached Schedule(s) will automatically terminate at the end of the effective date of subscription period unless both parties have previously agreed to renew the Service Agreement and shall remain in effect until termination of subscription. In the Service Agreement. Either event that either party may terminate this Addendum and the Service Agreement effective immediately if it determines believes that the other party materially has breached any obligations under this Agreement, such party shall notify the breaching party in writing. The breaching party shall have 30 days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the 30-day time period, the non- breaching party shall have the right to terminate the Agreement without further notice. In addition to a termination for material provision breach, Licensor may terminate the Agreement if the Licensee files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. For the purposes of this Addendum provision “material breach” shall mean, as it applies to the Licensee and failed Member Institutions, the failure of Licensee or Member Institutions to cure such breach perform any material obligation, including, without limitation, the following: (i) non-payment of the License Fees due under the Agreement, and (ii) use of the Licensed Materials in violation of the terms of this Agreement. Except upon termination for the failure of Licensee to perform any material obligation, if the Agreement is terminated prior to the end of the Term of the Agreement, NFB shall refund to the Licensee the funds paid under the Agreement pro-rated based on the number of months remaining in the Term of the Agreement. The parties hereby agree that in the event of the termination of this Agreement, any and all funds due to NFB by Licensee, or due to Licensee by NFB, shall be paid by the other party within thirty (30) days of being notified by the other party date of expiration or termination, as the breach. If the non-breaching party determines that cure is not possible, such party case may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copybe. In the event that Associate determines that returning or destroying of early termination permitted by this Agreement, the Member Institution shall immediately cease exercising any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI rights granted pursuant to this Section 13Agreement other than those that survive beyond the Agreement. Except upon early termination for the failure of Licensee or Member Institutions to perform any material obligation, the Member Institution shall be entitled to a refund of any License Fees paid under the Agreement by the Member Institution pro-rated based on the number of months remaining in the term of the Agreement. If funding of the Member Institution is materially reduced and the Member Institution thereby becomes unable to pay future amounts payable pursuant to this Agreement, the Member Institution may give the Licensor written notice of termination and this Agreement shall terminate effective 30 days after the giving of such notice if the Member Institution has failed to pay the Fee for the calendar year in which such notice was given, or if the Member Institution has paid the Fee for the calendar year in which such notice was given, January 1 of the following year.

Term and Termination. This Addendum Agreement is effective from the date hereof and shall continue for a term of one (1) year. Thereafter, this Agreement shall be effective as automatically renewed for consecutive one (1) year periods unless either party gives the other written notice of non-renewal at least 30 days prior to the effective expiration date of the Service current term. This Agreement may be terminated by CHECK COMMERCE at any time with 30 days’ written notice or as otherwise provided by the terms of this Agreement. If Merchant wants to terminate the Agreement before the initial one-year term or any renewal term has expired, Merchant shall give CHECK COMMERCE 30 days’ written notice of Merchant’s intent to terminate the Agreement. CHECK COMMERCE must approve the Merchant’s request for early termination in writing, which approval will not be unreasonably withheld. If CHECK COMMERCE does not provide such written approval, Merchant acknowledges and agrees that it will be charged an early termination fee of $500.00 or the amount mutually agreed upon in the Early Termination Fee section of the Agreement. Notwithstanding CHECK COMMERCE’S rights to cancel this Agreement as stated elsewhere in this Agreement, CHECK COMMERCE may also immediately terminate this Agreement and shall remain immediately suspend all processing for Merchant without providing advance written notice to Merchant: (1) upon the request of CHECK COMMERCE’S ODFI or any regulatory agency (regardless of the reason for the request); (2) if CHECK COMMERCE, its ODFI or any regulatory agency believes that Merchant has breached this Agreement, has breached any representations and warranties made in effect until this Agreement, is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if CHECK COMMERCE is unable to process transactions for Merchant for any reason that is out of CHECK COMMERCE’s control or CHECK COMMERCE no longer has the ability to process transactions for Merchant. Immediately upon termination of the Service Agreement, whether by expiration or otherwise and whether or not the Agreement was terminated for cause, CHECK COMMERCE’S obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Either party may terminate this Addendum and Payment for any services rendered or any other obligation or liability owing at the Service Agreement effective immediately if it determines that the other party has breached a material provision time of this Addendum and failed to cure such breach within thirty (30) days of being notified termination shall not be affected by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reasonAgreement. At the time of termination, Associate will, if feasible, return CHECK COMMERCE will place all unsettled funds due to Entity or securely destroy all PHI maintained by Associate be settled into a Reserve Account to be released in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in accordance with the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions RESERVE BALANCE paragraph of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. A. This Addendum Agreement shall be effective binding upon Merchant upon the earlier of Merchant’s execution or Merchant’s submitting a transaction to Processor. This Agreement shall only be binding upon Processor as of the effective earliest of (i) the date that Processor accepts this Agreement by issuing Merchant a Merchant Identification Number or (ii) Processor’s processing of any transaction submitted by Merchant. The initial term of this Agreement shall be for the time period specified in the Merchant Processing Agreement/Application, or elsewhere in this Agreement (“Initial Term”). In the event no Initial Term is indicated in the Merchant Processing Agreement/Application or elsewhere in this Agreement, the Initial Term will be deemed to be thirty-six (36) months. After the expiration of the Service Initial Term, this Agreement and will automatically renew for successive 2 year terms, provided that if a different Renewal Term is set forth on the Merchant Processing Agreement/Application, such Renewal Term will control (the “Renewal Term”) unless terminated as set forth below; provided that if automatic renewal of this Agreement for such terms violates the provisions of applicable law, the Renewal Term will be 30 days, shall remain in effect until termination of automatically be renewed for periods equal to the Service Agreement. Either Initial Term (each a “Renewal Term”), unless otherwise provided herein or unless either party may terminate this Addendum and the Service Agreement effective immediately if it determines that gives written notice to the other party has breached a material provision of this Addendum and failed to cure such breach within at least thirty (30) days of being notified by prior to the other party expiration of the breachthen-current term of a party’s intention to terminate or not to renew the Agreement. If the non-breaching party determines that cure is not possibleIn addition, such party this Agreement may terminate this Addendum and the Service Agreement effective immediately upon written be terminated at any time by Processor, without cause, on fifteen (15) days’ notice to other partyMerchant. Upon termination Termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity Agreement does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasibleterminate Merchant’s equipment lease, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly which may be returned to Entity or destroyednon- cancelable, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum it only terminates Merchant’s agreement with Processor with respect to such PHI Card processing and shall limit its further use or disclosure of such PHI to those purposes any other electronic transactions that make return or destruction of are settled through the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of AssociateMember Bank as designated on Merchant’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13monthly statement from Processor.

Term and Termination. This Addendum In any case, if not sooner terminated, this Agreement shall be effective as expire at the close of business on the effective date of that the Service Offering is terminated. This Agreement and shall remain may be terminated by either party (a) immediately upon notice to the other party in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines event that the other party has breached a shall have materially failed to comply with any material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party Agreement or if any of the breach. If the non-breaching party determines that cure is not possiblerepresentations, warranties, covenants or agreements of such party may terminate this Addendum and contained herein shall not have been materially complied with or (b) on 60 days’ written notice. In addition, the Service Agreement effective immediately Dealer Manager, upon written notice to other party. Upon the expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed promptly deposit any and all funds in its possession which were received from investors for the return or destruction sale of PHI Shares into such account as required by this Section 13 the Company may designate; and (b) promptly deliver to the extent Associate retains any PHI Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 135 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement.

Term and Termination. This Addendum In any case, if not sooner terminated, this Agreement shall be effective as expire at the close of business on the effective date of that the Service Offering is terminated. This Agreement and shall remain may be terminated by either party (a) immediately upon notice to the other party in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines event that the other party has breached a shall have materially failed to comply with any material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party Agreement or if any of the breach. If the non-breaching party determines that cure is not possiblerepresentations, warranties, covenants or agreements of such party may terminate this Addendum and contained herein shall not have been materially complied with or (b) on 60 days’ written notice. In addition, the Service Agreement effective immediately Dealer Manager, upon written notice to other party. Upon the expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has completed been reached, into such other account as the return or destruction of PHI as required by this Section 13 Company may designate; and (b) promptly deliver to the extent Associate retains any PHI Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 135 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. This Addendum Provider’s employment with UCP shall commence as of the Commencement Date and shall continue for a period of or until terminated as provided in this Agreement (the “Initial Term”). At the end of the Initial Term and each Renewal Term (as defined herein), this Agreement shall automatically renew for a term of one (1) year (each, a “Renewal Term” and, together with the Initial Term, the “Term”). If Provider is unable to begin employment on the Commencement Date, UCP or the UCP Department to which Provider was intended to be assigned, at their discretion, may either (i) postpone the Commencement Date for a period of time determined by UCP or the department; or (ii) terminate this Agreement by giving written notice of termination to Provider, in which case this Agreement shall be effective as null and void and UCP shall have no obligations under this Agreement or otherwise to Provider. Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement at any time, without cause and for any or no reason, provided that UCP must provide written notice of such termination to Provider not less than ninety (90) days prior to the effective date of such termination and provided that Provider must provide written notice of such termination to UCP not less than ninety (90) days prior to the Service effective date of such termination. UCP may, at its discretion, permit Provider to continue performing Provider’s job duties during the ninety (90) day notice period or terminate Provider’s services at any time during the ninety (90) day notice period, provided that UCP continues Provider’s pay and benefits for the entire ninety (90) day notice period. Provider acknowledges that if Provider terminates Provider’s employment with UCP, other than due to Provider’s death or disability or pursuant to Section 4(d), without giving the required written notice of ninety (90) days, UCP’s damages shall be uncertain and difficult to ascertain and Provider shall pay to UCP on demand, as liquidated damages and not as a penalty, an amount equal to Enter daily damages $ amount per day for each day less than the required ninety (90) days of written notice of termination which UCP is entitled to receive. This Agreement and shall remain terminate automatically upon the death of Provider. Notwithstanding anything in effect until this Agreement to the contrary, UCP may immediately terminate Provider’s employment with UCP for cause by delivering written notice thereof to Provider. For purposes of this Agreement, “cause” shall include, but not be limited to the following: the suspension, curtailment, revocation, or termination of Provider’s license to practice in any state, regardless of the Service Agreement. Either pendency of any appeal of such suspension, curtailment, or revocation; or the suspension, curtailment, or revocation of Provider’s Drug Enforcement Administration Registration number; or any occurrence caused by Provider that adversely impacts UCP’s or UCPC’s ability to xxxx third party may terminate this Addendum insurance for Provider’s Services; or the revocation, suspension, termination, or non-renewal of the Provider’s privileges at any hospital in which Provider is required to practice to carry out Providers’ employment responsibilities; with the exceptions of (A) voluntary termination or non-renewal not under threat of disciplinary action, and (B) temporary suspension due to minor violations of administrative rules; or failure to qualify for malpractice or general liability insurance; or the Service Agreement effective immediately if it determines imposition of any sanctions, including exclusion, suspension, or other limitation, relating to Provider’s Medicare or Medicaid participation, except to the extent the conduct giving rise to such sanction is directed by UCP; or any inappropriate behavior by Provider which could subject UCP or Provider to a claim for discrimination or harassment by current or former employees or patients; or any failure by Provider to follow and comply with any applicable policy, rule or regulation of UCP, the UCP Department to which Provider is assigned, any site where Provider provides Services, UCPC or UC Health, provided that the other party such failure has breached a material provision of this Addendum and failed to cure such breach within continued for at least thirty (30) days of being notified by the other party after Provider has received written notification of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13.failure; or

Term and Termination. This Addendum shall Agreement may be effective as of terminated by either party (a) immediately upon notice to the effective date of other party in the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines event that the other party has breached a shall have materially failed to comply with any material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party Agreement or if any of the breach. If the non-breaching party determines that cure is not possiblerepresentations, warranties, covenants or agreements of such party may terminate contained herein shall not have been materially complied with or (b) on 60 days’ written notice. In any case, if not sooner terminated, this Addendum and Agreement shall expire at the Service Agreement close of business on the effective immediately date that the Offering is terminated. In addition, the Dealer Manager, upon written notice to other party. Upon the expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has completed been reached, into such other account as the return or destruction of PHI as required by this Section 13 Company may designate; and (b) promptly deliver to the extent Associate retains any PHI Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 135 of this Agreement, including but not limited to any Ongoing Class T Dealer Manager Fees and Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. This Addendum Agreement is effective from the date hereof and shall continue for a term of one (1) year. Thereafter, this Agreement shall be effective as automatically renewed for consecutive one (1) year periods unless either party gives the other written notice of non-renewal at least 30 days prior to the effective expiration date of the Service current term. This Agreement may be terminated by BASE COMMERCE at any time with 30 days’ written notice or as otherwise provided by the terms of this Agreement. If Merchant wants to terminate the Agreement before the initial one-year term or any renewal term has expired, Merchant shall give BASE COMMERCE 30 days’ written notice of Merchant’s intent to terminate the Agreement. BASE COMMERCE must approve the Merchant’s request for early termination in writing, which approval will not be unreasonably withheld. If BASE COMMERCE does not provide such written approval, Merchant acknowledges and agrees that it will be charged an early termination fee of $500.00 or the amount mutually agreed upon in the Early Termination Fee section of the Agreement. Notwithstanding BASE COMMERCE’S rights to cancel this Agreement as stated elsewhere in this Agreement, BASE COMMERCE may also immediately terminate this Agreement and shall remain immediately suspend all processing for Merchant without providing advance written notice to Merchant: (1) upon the request of BASE COMMERCE’S ODFI or any regulatory agency (regardless of the reason for the request); (2) if BASE COMMERCE, its ODFI or any regulatory agency believes that Merchant has breached this Agreement, has breached any representations and warranties made in effect until this Agreement, is violating or has previously violated any applicable Regulations or Rules and/or has initiated any unauthorized Entries; or (3) if BASE COMMERCE is unable to process transactions for Merchant for any reason that is out of BASE COMMERCE’s control or BASE COMMERCE no longer has the ability to process transactions for Merchant. Immediately upon termination of the Service Agreement, whether by expiration or otherwise and whether or not the Agreement was terminated for cause, BASE COMMERCE’S obligation to provide services under the Agreement shall cease, and any unpaid amounts due and owing by Merchant shall become immediately due and payable. Either party may terminate this Addendum and Payment for any services rendered or any other obligation or liability owing at the Service Agreement effective immediately if it determines that the other party has breached a material provision time of this Addendum and failed to cure such breach within thirty (30) days of being notified termination shall not be affected by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reasonAgreement. At the time of termination, Associate will, if feasible, return BASE COMMERCE will place all unsettled funds due to Entity or securely destroy all PHI maintained by Associate be settled into a Reserve Account to be released in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in accordance with the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions RESERVE BALANCE paragraph of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum The term of this Agreement is five (5) years after the effective date ending on March 31, 2016 (the “Expiration Date”), unless earlier terminated by Employer in Employer's sole discretion. The term of this Agreement may be terminated “at will” by Employer at any time and for any reason or for no reason. In the event Employee shall be effective terminated by Employer without “Cause” (as defined below) Employer shall provide Employee with the compensation required by clauses (a) and (b) of Paragraph 2 of this Agreement as of the effective termination date for an eighteen (18) month period (the “Severance Period”) following the date of such termination plus all accrued but unpaid salary and vacation time to the Service Agreement date of termination, with the salary portion of all such compensation payable at regular payroll intervals (less deductions required by law), provided, however, that the Severance Period shall not be extended beyond the Expiration Date. IT IS EXPRESSLY UNDERSTOOD AND AGREED that Employee need not mitigate damages during the Severance Period, but also that payment during the Severance period is expressly conditioned on a) Employee signing a release of all claims subject to the provisions of this Agreement, and b) Employee not competing with Company in children’s entertainment during the Severance Period, or soliciting, directly or indirectly, any Company employees to work elsewhere, or disparaging Company during the Severance Period, and if Employee does so, any and all obligation by Company to make Severance payments shall remain in effect until cease and become void. Further, upon termination of Employee without cause, any portion of the Service AgreementOption not yet vested shall immediately be vested. Either party may terminate this Addendum and Further, any bonus which would have been earned on the Service Agreement effective immediately if it determines that date of termination or within ninety (90) days after termination (earned for the other party has breached a material provision purpose of this Addendum paragraph is either the end of the calendar year or payable date, whichever provides Employee with greater benefit) would be deemed earned and failed payable upon the same payment schedule as provided in paragraph 2(b). Upon termination of Employee's employment with Employer for Cause, Employer shall be under no further obligation to Employee for salary or other compensation except to pay all accrued but unpaid salary and accrued vacation time to the date of termination thereof and to continue Employee’s benefits under paragraph 2 for a period of thirty (30) days. For purposes of this Agreement, “Cause” shall mean (i) conviction of a felony, or a misdemeanor where imprisonment is imposed, or (ii) Employee’s entering into any arrangement with or providing of any services to any company, business or person that produces or markets children’s or infant’s entertainment other than Pacific Entertainment Corporation and its controlled or controlling affiliates and successors, (iii) any act of fraud, embezzlement, or breach of fiduciary duty or duty of good faith to Employer, (iv) gross dereliction of duties, but only after written notice and a thirty (30) day chance to cure, unless such a cure such period would be fruitless, or (v) death or complete disability in excess of one hundred twenty (120) days causing an inability to perform duties, in accordance with law. Termination by Employee for Good Reason creates the same rights to Employee as if Employer terminated Employee without Cause. Termination by Employee for Good Reason is defined as a breach within of this contract by Company, a substantial reduction in duties, responsibilities or authority, or being made to change location of work by more than thirty (30) miles, however Employee must give written notice and Company shall have thirty (30) days to cure. “Cause” shall not be triggered by a Change of being notified by Control. The Parties shall work together in good faith to alter the other party date of any payment to avoid any penalties under Section 409A of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Internal Revenue Code.

Term and Termination. This Addendum Agreement shall be become effective as of the effective date of the Service Agreement first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect until termination from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Service board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Either Any party may to this Agreement shall have the right to terminate this Addendum and the Service Agreement effective on 60 days’ written notice or immediately if it determines that upon notice to the other party has breached a in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of this Addendum and failed to cure such breach within thirty (30) days any penalty, by vote of being notified by the other party a majority of the breach. If Company’s trustees who are not “interested persons”, as defined in the non-breaching party determines that cure is 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon more than 60 days’ written notice to other partythe Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return Company shall pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or destruction becomes entitled under Section 3 pursuant to the requirements of PHI that Section 3 at such times as required such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 13 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the extent Associate retains any PHI pursuant Company all records and documents in its possession that relate to this Section 13the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. This Addendum The term of this Agreement shall be effective as of commence upon the effective date of the Service Agreement it is last signed by a party hereto, and shall remain in effect until termination of the Service Agreementcontinue for one (1) year unless terminated sooner. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty upon fifteen (3015) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon prior written notice to the other. All reasonable costs and non-cancelable obligations incurred by Vanderbilt at the time of said termination shall be reimbursed by Purchaser. At the request of Purchaser, all unused Purchaser-provided materials shall either be destroyed by Vanderbilt or returned to Purchaser. Vanderbilt Status: Vanderbilt shall be deemed to be and shall be an independent contractor under this Agreement. Limited Warranty: Vanderbilt provides Products as a service to the research community. VANDERBILT MAKES NO WARRANTIES REGARDING PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR USE OR A PARTICULAR PURPOSE. If Vanderbilt includes a written certificate of analysis describing specific characteristics of material developed by Vanderbilt, Vanderbilt warrants only that such material meets the certificate of analysis when properly used and stored. Restrictions on Use and Transfer; Indemnity: PRODUCTS ARE FOR RESEARCH USE ONLY AND NOT FOR USE IN OR WITH HUMAN SUBJECTS. Purchaser acknowledges and agrees that Vanderbilt does not comply with and Products will not be produced in accordance with requirements of 21 CFR Part 58, Good Laboratory Practice for Nonclinical Laboratory Studies. Products shall be used solely for teaching or non-commercial research purposes exclusively by Purchaser. Products shall not be resold, transferred or conveyed to any other partyparty without Vanderbilt’s prior written consent. Upon Purchaser agrees to indemnify and hold harmless Vanderbilt, its officers, employees and agents against any claims and costs (including counsel fees) arising out of Purchaser’s sale or distribution of Products or any commercial products or services developed in reliance on Products, and this indemnity obligation shall survive the expiration or termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum Agreement shall be become effective as of the effective date of the Service Agreement first written above and shall remain in force until the second anniversary of its effective date and shall thereafter continue in effect until termination from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Service board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Shareholder Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Either Any party may to this Agreement shall have the right to terminate this Addendum and the Service Agreement effective on 60 days’ written notice or immediately if it determines that upon notice to the other party has breached a in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of this Addendum and failed to cure such breach within thirty (30) days any penalty, by vote of being notified by the other party a majority of the breach. If Fund’s trustees who are not “interested persons”, as defined in the non-breaching party determines that cure is 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), on not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon more than 60 days’ written notice to other partythe Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return Fund shall pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or destruction becomes entitled under Section 3 pursuant to the requirements of PHI that Section 3 at such times as required such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Fund or any officer or director of the Fund arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 13 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the extent Associate retains any PHI pursuant Fund all records and documents in its possession that relate to this Section 13the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund.

Term and Termination. This Addendum Agreement shall be become effective as of the effective date of the Service Agreement first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect until termination from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Service board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Either Any party may to this Agreement shall have the right to terminate this Addendum and the Service Agreement effective on 60 days’ written notice or immediately if it determines that upon notice to the other party has breached a in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of this Addendum and failed to cure such breach within thirty (30) days any penalty, by vote of being notified by the other party a majority of the breach. If Company’s trustees who are not “interested persons”, as defined in the non-breaching party determines that cure is 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon more than 60 days’ written notice to other partythe Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Addendum for any reasonAgreement, Associate willand except as set forth below, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying 15-month anniversary of the date hereof, the Company shall pay to the Managing Dealer any PHI remaining balance of which Entity does the Fixed Managing Dealer Fee not maintain a duplicate copyyet paid at such time and reimbursement for all accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Fixed Managing Dealer Fee through such termination date, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Managing Dealer’s breach of this Agreement or an action that Associate determines that returning or destroying any PHI is infeasiblewould otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, Associate the Managing Dealer shall promptly notify Entity of deliver to the conditions Company all records and documents in its possession that make return or destruction infeasible. With regard relate to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI Offering other than as required by this Section 13 and (b) law to be retained by the extent Associate retains any PHI pursuant Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to this Section 13cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. This Addendum Agreement, subject to earlier termination in accordance with its terms, shall be effective as of the effective date of the Service Agreement and shall remain in effect continue until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified is terminated either by the other party of the breach. If the non-breaching party determines that cure is Data Recipient on not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon less than 30 days’ written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return Cboe or by Cboe on not less than 60 days’ written notice to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHIData Recipient. Notwithstanding the foregoing, Associate shall notify Entity and the right to receive Entity’s or use the Data may be suspended (in whole or in part) or this Agreement may be terminated immediately upon written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In notice by Cboe in the event that Associate (a) Data Recipient is not permitted or not able to receive or Cboe is prevented from disseminating Data, or any part thereof; (b) any representation, warranty, or certification made by Data Recipient in this Agreement or in any other document furnished by Data Recipient is, as of the time made or furnished, materially false or misleading; (c) Data Recipient’s actions or omissions result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty, certification, or other provision of this Agreement, which is material to Cboe or a Cboe Affiliate for regulatory, commercial or other reasons, after Cboe has notified Data Recipient in writing that such action constitutes a default or breach hereunder and has not been cured within 30 days of receipt of such notification by Cboe; (d) Data Recipient becomes subject to trade sanctions issued by the United States or other national or international governmental entity; (e) Cboe, in its sole reasonable discretion, determines that returning any failure on the part of Data Recipient to comply with this Agreement has or destroying is likely to have a materially adverse impact on the operation or performance of any PHI Cboe System, Data, or Cboe Affiliate, or is infeasiblelikely to cause disproportionate harm to Cboe’s or a Cboe Affiliate’s interests should termination be delayed; or (f) the Data Recipient is the subject of an Insolvency Event. The following Sections will survive the termination or expiration of this Agreement for any reason: (a) Sections 1, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible5-8, 10-19, 21, 22, 24-27, 29, and 30 and (b) any other provision expressly stated to survive. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the Any terms and conditions of this Addendum with respect the Additional Agreements incorporated herein by reference which by their terms are stated to such PHI and shall limit its further use survive the termination or disclosure expiration of such PHI to those purposes that make return Additional Agreements shall survive the termination or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination expiration of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum Agreement will commence on the Effective Date and shall be effective as of terminate three (3) years thereafter (the effective date of “Term”), unless sooner terminated. During the Service Term, PRISM and Client may enter into one or more Schedules relating to the Services (each, a “Schedule”). This Agreement and shall remain in effect until termination of any Schedule hereto may be terminated by either party with sixty (60) days’ prior written notice to the Service Agreementother party. Either party In addition, PRISM may terminate this Addendum and the Service Agreement effective immediately Agreement, including any Schedule hereto, upon ten (10) days’ prior written notice if it determines that the other party Client (i) has materially breached a material provision any term of this Addendum Agreement, any Schedule, or, if applicable, the Terms and Conditions and (ii) has failed to cure such breach within thirty (30) days the ten-day notice period. Upon any event of being notified termination, PRISM will be reimbursed by the other party of the breach. If the Client for all costs and non-breaching party determines that cure is cancelable commitments incurred by PRISM on behalf of Client for which PRISM has not possibleyet been paid. Payment. Client agrees to pay PRISM in accordance with the payment terms set forth in Schedule A. Publicity. Client shall not use the name of PRISM or University in connection with any products, such party may terminate this Addendum and promotion or advertising without the Service Agreement effective immediately upon prior written notice to other partypermission of University. Upon termination Disclaimer of this Addendum for any reasonWarranties. ALL DATA, Associate willINVENTIONS, if feasibleDISCOVERIES, return to Entity or securely destroy all PHI maintained by Associate in any form or mediumCOPYRIGHTABLE WORKS, including all copies of such PHISOFTWARE, at no cost to EntityTANGIBLE MATERIALS AND INFORMATION THAT ARE CONCEIVED OF, FIRST REDUCED TO PRACTICE, COLLECTED OR CREATED IN THE PERFORMANCE OF THE SERVICES BY PRISM (“RESEARCH RESULTS”) ARE PROVIDED AS IS. FurtherPRISM, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoingUNIVERSITY AND THEIR RESPECTIVE OFFICERS, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasibleAGENTS AND EMPLOYEES JOINTLY AND SEVERALLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyedEXPRESS OR IMPLIED, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reasonWRITTEN OR ORAL, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13IN FACT OR ARISING BY OPERATION OF LAW, REGARDING RESEARCH RESULTS THAT MAY BE CONTEMPLATED, ANTICIPATED OR DEVELOPED BY EITHER OR BOTH PARTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL VALUE AND/OR FREEDOM OF RESEARCH RESULTS FROM INFRINGEMENT OF ANY PATENT, COPYRIGHT, OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Term and Termination. This Addendum (a) Subject to Section 12(b), this Agreement shall be effective as terminate on the earliest to occur of (i) the election of the Sub-Manager, upon the expiration of the Initial Term of the Management Agreement, to terminate this Agreement, (ii) the termination of the Management Agreement by the REIT, or (iii) the effective date of the Service Agreement and shall remain in effect until termination removal of the Service Agreement. Either party may terminate Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but unpaid Sub-Manager Base Management Fee and any other amounts payable under this Addendum and Agreement with respect to periods prior to, on or in connection with the Service Agreement effective immediately if it determines that Termination Date shall survive the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reasonAgreement; provided, Associate willfurther, if feasiblethat, return subject to Entity or securely destroy all PHI maintained by Associate in any form or mediumthe foregoing proviso, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession event of its agents and subcontractors and return termination pursuant to Entity clause (i) or securely destroy all such PHI. Notwithstanding (iii) above, there shall be no Sub-Manager Termination Fee paid to the foregoingSub-Manager and, Associate in the event of termination pursuant to clause (ii) or (iii) above, there shall notify Entity and receive Entity’s written consent prior be no Final Payment paid to destroying any PHI of which Entity does not maintain a duplicate copythe Sub-Manager. In the event that Associate determines that returning of a termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or destroying any PHI is infeasibleof its Affiliates, Associate shall promptly notify Entity on the one hand, and the Manager or any Member Manager, on the other hand, enter into a new management agreement effective within six months of the conditions that make return or destruction infeasible. With regard such termination, this Agreement will be deemed to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum apply with respect to such PHI and new management agreement, and, without limiting the foregoing, for purposes of Section 9(a), the Termination Date shall limit its further use be deemed not to have occurred; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification any of its compliance with this Section 13 within forty-five (45) days of termination of this AddendumAffiliates. Upon termination of this Addendum for any reasonThe applicable Member, all of Associateor the Members, as may be the case, shall cause the applicable Member Manager, if it is not the Manager, to assume the Manager’s obligations under this Addendum Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall survive termination enter into good faith negotiations with regard to any such appropriate amendments and remain the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in effect (a) until Associate has completed executing any such amendment, the return or destruction of PHI as required by this Section 13 and (b) Sub-Manager shall be entitled to the extent Associate retains any PHI pursuant accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to this Section 13such new agreement.

Term and Termination. This Addendum In any case, if not sooner terminated, this Agreement shall be effective as expire at the close of business on the effective date of that the Service Offering is terminated. This Agreement and shall remain may be terminated by either party (a) immediately upon notice to the other party in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines event that the other party has breached a shall have materially failed to comply with any material provision of this Addendum Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and failed such failure to cure such breach comply is not cured within thirty ten (3010) days after the date of being notified such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the other party of Dealer Manager, upon the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed promptly deposit any and all funds in its possession which were received from investors for the return or destruction sale of PHI Shares into the appropriate account as required by this Section 13 the Company may designate; and (b) promptly deliver to the extent Associate retains any PHI Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 134 of this Agreement, including but not limited to any distribution fees, pursuant to the requirements of that Section 4 at such times as such amounts become payable pursuant to the terms of such Section 4 without acceleration.

Term and Termination. This Addendum The term of this Agreement shall be effective as commence on the Effective Date and continue until all subscriptions to Subscribed Products ordered pursuant to Appendix 1 have ended or have been terminated (the “Term”). At the close of such Term, this Agreement will automatically renew for successive one-year terms, subject to appropriate adjustments to the fee section, unless either party gives notice to the other by the first day of August prior to the end of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreementthen current term that it does not intend to renew. Either If either party may terminate this Addendum and the Service Agreement effective immediately if it determines believes that the other party has materially breached a material provision any of its obligations, representations or warranties under this Addendum and failed to cure such breach within Agreement, it will notify the breaching party in writing. The breaching party will have thirty (30) days from receipt of being notified by such notice to cure the alleged breach and notify the other party of the breachits cure in writing. If the alleged breach is not cured within the thirty-day period, the non-breaching party determines that cure is not possiblemay, such party may in its sole discretion, terminate this Addendum and the Service Agreement effective immediately upon written notice to the other party. Upon termination The requirement of such notice and cure period shall not apply to a breach of Section 5 (failure to pay the subscription fee) or if ASME believes, in its sole good-faith judgment, that Subscriber has breached any terms of Sections 2-3 (license terms and restrictions), in which case ASME reserves the right to immediately and without notice suspend access to and use of the Subscribed Products, or any portions thereof. Except as provided otherwise in this Agreement, no change, amendment or modification of any provision of this Addendum for Agreement shall be valid unless set forth in a written instrument signed by both Parties. If at any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI time in the possession future, ASME decides to modify the terms on which it will offer access to the Subscribed Products, it will provide Subscriber with sixty (60) days’ written notice. Subscriber may at any time during that sixty (60) day period provide its written consent such amended terms to ASME via fax to 000-000-0000 or email to xxxxxxxxxxxxxxxxxxxxx@xxxx.xxx. If Subscriber fails to provide consent within the sixty (60) day period, access to the Subscribed Products shall be discontinued. Upon such discontinuation or termination by Subscriber pursuant to this Section 11(c), ASME will refund a pro-rated portion of its agents and subcontractors and return to Entity or securely destroy all such PHISubscriber’s subscription fees paid for the applicable subscription year. Notwithstanding the foregoing, Associate shall notify Entity in ASME’s sole discretion and receive Entity’s written consent without prior to destroying notice or liability, ASME may discontinue, modify or alter any PHI of which Entity does not maintain a duplicate copyits Subscribed Products. In the event that Associate determines that returning Upon expiration or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this AddendumAgreement, all access to the Subscribed Products by Subscriber and its Authorized Users terminates immediately. Associate shall provide Entity Paper copies of content from Subscribed Products may be retained by Subscriber and Authorized Users and used in accordance with written certification the Permitted Uses described in Section 2. Subscriber must, upon termination, delete from all of its compliance with this Section 13 within fortyAuthorized Facilities all electronic copies of Content, including any library e-five (45) days of reserve copies or their commercial institution equivalents. Upon expiration or termination of this Addendum. Upon termination Agreement, the following provisions of this Addendum Agreement survive: Sections 2-3, 7-10, and any provision that by its terms contemplates survival. Usage rights of lapsed subscribers. ASME acknowledges that the long-term preservation of content published during the term and licensed hereunder is of importance to Subscriber. ASME will use commercially reasonable efforts to retain in an electronic archive all information licensed hereunder. Subject to a nominal access fee charged by ASME or its third-party service provider, a Subscriber whose subscription has lapsed (“Former Subscriber”) will be given the option to maintain online access to the content published during the term for which a paid subscription was maintained. Failure of Performance Once ASME makes the Subscribed Products available, the Subscriber and Authorized Users may attempt online access to the Subscribed Products at any time. ASME is not liable for any reasonclaims arising out of any loss, all injury, liability or damage of Associate’s obligations under this Addendum any kind resulting from the unavailability of the Subscribed Products due to any delay, downtime, transmission error, software or equipment incompatibilities, force majeure event (such as any act of God or government, fire, natural disaster, labor stoppage, war or terrorism, failure of communications systems or power systems) or any other disruption or failure of performance. If the Subscribed Products fail to operate in any material respect, Subscriber shall survive termination immediately notify ASME and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) ASME will use commercially reasonable efforts to correct any material performance problem brought to its attention. ASME may temporarily suspend access to the extent Associate retains any PHI pursuant Subscribed Products when repair, modification, or improvement to this Section 13its system or services is necessary. Disclaimer of Warranties THE SUBSCRIBED PRODUCTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASME DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIBED PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF QUALITY, ORIGINALITY, SUITABILITY, SEARCHABILITY, OPERATION, PERFORMANCE, COMPLIANCE WITH ANY COMPUTATIONAL PROCESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF THAT PURPOSE HAS BEEN DISCLOSED. ASME MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR OTHER TYPE OF MALICIOUS COMPUTER PROGRAM. Limitation of Liability ASME AND ITS DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS AND AGENTS ARE NOT LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, DATA OR GOODWILL), ARISING OUT OF OR IN CONNECTION WITH THE GRANT OF RIGHTS SET FORTH IN THIS AGREEMENT, SUBSCRIBER’S OR AN AUTHORIZED USER’S USE OF OR INABILITY TO ACCESS OR USE THE SUBSCRIBED PRODUCTS, ASME’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR TERMINATION OF THIS AGREEMENT BY ASME, EVEN IF ASME IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ASME FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO ASME FOR THE SUBSCRIBED PRODUCTS SUBSCRIPTION FOR THE SUBSCRIPTION YEAR IN WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED, WHETHER THAT LIABILITY IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES APPLIES REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NO CLAIM MAY BE MADE AGAINST ASME UNLESS (1) SUIT IS FILED THEREON WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM AND (2) THE AMOUNT OF SUCH CLAIM EXCEEDS $25.00.

Term and Termination. This Addendum Agreement shall take effect from the Effective Date and shall continue to be in force for an initial period of 1 year[s] ("Initial Term”). A new 1-year Term shall commence upon the expiration of the Initial Term. This renewal and termination procedure shall apply for each subsequent 1-year Term after the Initial Term. Notwithstanding Clause 3.1, this Agreement may be terminated at any time in any of the following ways: on at least 3 months’ notice by Contractor to SeaRates; at any time by SeaRates on the expiry of 1 months’ notice to Contractor; or failure by either Party to remedy a material breach of this Agreement which has not been remedied within 15 Days after notice of the breach has been served by the other party; immediately by either Party if the other Party enters into any form of insolvency, bankruptcy, receivership, administration, or ceases or threatens to cease to carry on its business, or passes a resolution for winding up, or is unable to pay its debts; if either Party due to an event of force majeure is prevented from or seriously delayed in performing its obligations for a continuous period exceeding 1 month, the other Party may terminate this Agreement with immediate effect. ‘Material breach’ of this Agreement includes a breach of the Contractor’s insurance obligations, in accordance with Section 7; a failure by Contractor to pay claims when due, or a failure on the part of the Contractor to fulfil and deliver any of the Services as defined herein on 3 occasions each month for 2 consecutive months and such failure reoccurs in the third consecutive month. Termination of this Agreement for any reason whatsoever shall be effective as without prejudice to the Parties' rights and obligations under the Agreement which have accrued prior to termination. The clauses and provisions of the effective date of the Service this Agreement and which by their nature survive termination shall remain in full force and effect until termination of notwithstanding the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum Agreement for any whatever reason, Associate will, if feasible, . If this Agreement is terminated the Contractor shall immediately return to Entity or securely destroy SeaRates, on receipt of SeaRates’s written instruction, all PHI maintained by Associate in any form or mediumSeaRates’s lists, including all copies of such PHIoperations manuals, at no cost technical guidelines, documents and/or property relating and/or belonging to Entity. Further, Associate shall recover any PHI SeaRates in the possession Contractor’s possession. Should the Contractor fail to make available the items within 14 (fourteen) Days of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding receipt of a written instruction as per 3.5 above, the foregoing, Associate Contractor shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In compensate SeaRates the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity insured value of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13items.

Term and Termination. This Addendum shall Agreement may be effective as of terminated by either party (a) immediately upon notice to the effective date of other party in the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines event that the other party has breached a shall have materially failed to comply with any material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party Agreement or if any of the breach. If the non-breaching party determines that cure is not possiblerepresentations, warranties, covenants or agreements of such party may terminate this Addendum and contained herein shall not have been materially complied with or (b) on 60 days’ written notice. In addition, the Service Agreement effective immediately Dealer Manager, upon written notice to other party. Upon the expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has completed been reached, into such other account as the return or destruction of PHI as required by this Section 13 Company may designate; and (b) promptly deliver to the extent Associate retains any PHI Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 135 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.

Term and Termination. This Addendum Unless otherwise agreed in an Order, Peak-Ryzex shall provide Maintenance Services to Customer on a 12- month annual basis (the “Term”) upon payment in full for all Maintenance Services fees for the Term. The initial Term for the Maintenance Services shall commence following the expiration of any warranty period that may be specified in the Order (the “Initial Term”). After the Initial Term, each Order shall automatically continue for successive one (1) year Terms (“Renewal Term”) unless either party provides the other with written notice of its intent to terminate the Order at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. Prior to the commencement of a Renewal Term, Peak-Ryzex may invoice the Customer for the cost of the Services to be provided hereunder for the following Renewal Term. If Customer does not pay such renewal invoice in the manner agreed upon for payment as set forth in Section 6, then Peak-Ryzex may terminate the Order immediately, and Customer shall pay Peak-Ryzex for Maintenance Services rendered through the date of termination at Peak-Ryzex’s then-current applicable rates. Customer may add Hardware to Maintenance Services by signing Peak-Ryzex’s Order which may be in the form of a Peak-Ryzex quote or Peak-Ryzex’s Equipment Add Form. The term for any Hardware added under Maintenance Services during the Term shall be effective as coterminous with the expiration of the effective date of current Term. Customer may remove any Hardware from the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed Maintenance Services by providing written notice to cure such breach Peak-Ryzex within thirty (30) days of being notified by the other party commencement of the breachTerm. If the non-breaching party determines that cure is not possible, such Either party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate an Order in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions a party commits a material breach of this Addendum with respect to Attachment and such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 breach is not cured within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) notice to the extent Associate retains any PHI pursuant to this Section 13breaching party.

Term and Termination. This Addendum shall The “Term” of this Agreement will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be effective as performed on the schedule described in the RFP; if the Services are not completed within such time, at the written request of YHI, the effective date of Term will be extended for six (6) additional months. Thereafter, the Service Agreement and shall remain Term will renew to the extent the parties agree in effect until termination of the Service Agreementwriting on any such renewal. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision breaches any of this Addendum its obligations hereunder and failed fails to cure such breach within thirty seven (307) days of being notified by the other party of the breach. If after notice from the non-breaching party determines that cure is not possible, such party party. YHI may terminate this Addendum Agreement, in whole or in part, in the event that the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights or creditors. YHI may terminate any or all Services without any reason on at least ten (10) days advance written notice. The parties understand that the YHI is an independent body corporate and politic established by Idaho Code § 41-6101 et seq. According to Idaho law, YHI will be financially self-supporting and will not request any financial support from the State of Idaho and will not have the power to tax or encumber assets of the State of Idaho. The obligations of YHI are not those of the State of Idaho. It is expressly understood and agreed that the obligation to proceed under this Agreement is conditioned upon YHI' s receipt of federal funds. YHI may terminate this Agreement pursuant if sufficient federal funds are not received as anticipated by YHI. On termination other than for the uncured material breach by Contractor, (a) Contractor will be due Contractor Fees for Services prior to termination and reimbursement of Expenses incurred prior to termination, and YHI may condition final payment on execution by Contractor (and any other applicable person or entity) of a release of all claims relating to YHI and the Service Services, and any certificates of originality or other documents required by YHI documenting its ownership of all Deliverables and IP Rights therein, (b) Contractor will immediately deliver to YHI or, if directed by YHI, to a third party, all work then in process, and (c) Contractor will provide reasonable assistance requested by YHI to transition each Project, including execution of documents, and to the extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in fact to execute such documents and assign such subcontracts). The obligations under the following Sections of this Agreement effective immediately upon written notice to other party. Upon will survive termination of this Addendum Agreement for any reasonreason whatsoever: 5, Associate will7-14, if feasible16-20, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 1323.

Term and Termination. This Addendum a) The coming into force of this AGREEMENT shall be effective as of conditional (aufschiebende Bedingung) upon KREUSSLER having successfully terminated the effective date of currently existing conflicting Licensing and Distribution Agreement for the Service Agreement PRODUCT(S) in the TERRITORY between KREUSSLER and a third party distributor (the “CONFLICTING AGREEMENT”), with no ongoing obligation to such third party that could become a liability for LICENSEE (the “SUCCESSFUL TRANSITION DATE”). KREUSSLER shall remain in effect until termination of the Service Agreement. Either party may use best commercially reasonable efforts to terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach agreement within thirty ninety (3090) days of being notified by the EFFECTIVE DATE and to inform the LICENSEE of such termination without delay. Without prejudice to the general secrecy obligations set forth in Article IX, each party undertakes to keep strictly confidential and not to communicate in any form to any third party, the negotiation, execution and existence of this AGREEMENT until the SUCCESSFUL TRANSITION DATE has occured. Once it has come into force this AGREEMENT shall run for twelve (12) years from the day on which the first REGISTRATION has been granted for the first PRODUCT in the TERRITORY (herein defined as INITIAL TERM). This AGREEMENT shall automatically be renewed for further periods of three (3) years, subject to the provisions concerning the achievement of the minimum annual purchase volumes, unless either party serves written notice to the other party informing it of its decision to terminate this AGREEMENT at least eleven (11) months prior to the expiration of the breachINITIAL TERM or any subsequent term. If The foregoing notwithstanding, the non-breaching party determines that cure is not possibleSUCCESSFUL TRANSITION DATE, such party may terminate this Addendum and the Service Agreement effective immediately shall only be deemed to have occurred upon written notice by KREUSSLER to other party. Upon termination of this Addendum for any reasonLICENSEE that the CONFLICTING AGREEMENT has been terminated, Associate will, if feasible, return to Entity with no ongoing obligation or securely destroy all PHI maintained liability that could be incurred by Associate in any form or medium, including all copies LICENSEE as the result of such PHI, at no cost to Entitytermination. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity Written notice by KREUSSLER of the conditions occurrence of the SUCCESSFUL TRANSITION DATE shall be deemed a representation and warranty by KREUSSLER that make return such required termination is valid and that no ongoing obligation or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly liability could be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide incurred by LICENSEE as the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure result of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13termination.

Term and Termination. This Addendum shall be effective as Either BNY Mellon or You may terminate these Terms and Conditions and the Electronic Access upon thirty (30) days’ written notice to the other party. In the event of any breach of the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the Data Terms Web Site, the non-breaching party may terminate these Terms and Conditions and the Electronic Access immediately upon written notice to the breaching party if any breach remains uncured after ten (10) days’ written notice of the breach is sent to the breaching party. BNY Mellon may immediately terminate access through an Authorized User’s user-id and password and may, at its discretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized User’s user-id or password, or where BNY Mellon believes there is a security risk created by such access. BNY Mellon may terminate, without advance notice, Your access or the access of Users to any portion or component of Electronic Access or the Sites in the event a BNY Mellon Supplier, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services. Promptly upon receiving or giving notice of termination, You will notify all Users of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other partytermination. Upon termination of this Addendum Your access to Electronic Access, You shall return of manuals, documentation, workflow descriptions and the like that are in Your possession or under Your control and all security identification devices. The Reliance, Disclaimers, Limitation of Liability Indemnification and confidentiality provisions of the Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the termination of these Terms and Conditions. You represent and warrant to BNY Mellon that these Terms and Conditions and the indemnity contained herein have been duly authorized and accepted, that You have full authority to enter into these Terms and Conditions, both for the entities at Schedule A and for any reasonaffiliate with Electronic Access, Associate will, if feasible, return and that these Terms and Conditions constitute a binding obligation enforceable in accordance with its terms. SCHEDULE A to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies APPENDIX I Affiliates of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13.Client

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision The initial term of this Addendum agreement time to time we may make certain products and failed services that are shall begin January 1, 2013 and expire on December 31, 2017. Unless designed to cure such breach within thirty (30) days detect and/or deter payment system fraud available to you. a shorter period of being notified by the other party of the breach. If the non-breaching party determines that cure notice is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate provided in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions for the While no product or service will be completely effective, we believe that relevant service or we mutually agree to a shorter period of notice, the the products and services we offer will reduce the likelihood of certain agreement will continue in effect until either you or we give 90 calendar types of fraudulent transactions occurring in your accounts. As a result, days' prior written notice of termination to the other party. Any such you agree that if you fail to implement any of these products or services termination may be for the entire agreement or for a particular service. as presented to you with written notice, (a)you will be precluded from In addition, we may terminate this Addendum agreement or any service asserting any claims against us with respect to any unauthorized, immediately and without giving you prior written notice if(a)you violate altered, counterfeit or other fraudulent transactions occurring in your this agreement, (b)any representation or warranty you make to us fails accounts that the product or service was designed to detect or deter, to be true and correct in any material respect, (c)we believe in good (b)we will not be required to recredit your accounts or otherwise have faith that there has been a material adverse change in your financial or any liability for such PHI and shall limit its further use or disclosure transactions, and(c)to the extent permitted by law, business condition, (d)you make a general assignment for the benefit of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum you will be responsible for any reasonloss or expense (including, all of Associate’s obligations under this Addendum shall survive termination and remain without creditors or become a debtor in effect (a) until Associate has completed the return any bankruptcy or destruction of PHI as required by this Section 13 and (b) other insolvency or limitation, reasonable attorneys' fees to the extent Associate retains permitted by law) liquidation proceeding, (e)we determine that changes in applicable relating in any PHI pursuant way to this such transactions, so long as we otherwise laws, regulations, clearing house rules or funds transfer system rules satisfied our duty of care with respect to the other aspects of such have made it impracticable for us to perform under the agreement transactions. generally or with respect to a particular service or (f)any of the circumstances described in clause (g) or (h) of Section 138 of these 16. .

Term and Termination. This Addendum Agreement shall be become effective as of the effective date of the Service Agreement first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect until termination from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Service board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Either Any party may to this Agreement shall have the right to terminate this Addendum and the Service Agreement effective on 60 days’ written notice or immediately if it determines that upon notice to the other party has breached a in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of this Addendum and failed to cure such breach within thirty (30) days any penalty, by vote of being notified by the other party a majority of the breach. If Fund’s trustees who are not “interested persons,” as defined in the non-breaching party determines that cure is 1940 Act, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund, on not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon more than 60 days’ written notice to other partythe Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Addendum for any reasonAgreement, Associate willand except as set forth below, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying the fifteen-month anniversary of the date hereof, the Fund shall pay to the Managing Dealer any PHI remaining balance of which Entity does the Managing Dealer Fee not maintain a duplicate copyyet paid at such time and reimbursement for all accountable expenses incurred in accordance with this agreement prior to the termination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Managing Dealer Fee through such termination date, offset by any losses suffered by the Fund or any officer or trustee of the Fund arising from the Managing Dealer’s breach of this Agreement or an action that Associate determines that returning or destroying any PHI is infeasiblewould otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, Associate the Managing Dealer shall promptly notify Entity of deliver to the conditions Fund all records and documents in its possession that make return or destruction infeasible. With regard relate to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI Offering other than as required by this Section 13 and (b) law to be retained by the extent Associate retains any PHI pursuant Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to this Section 13cooperate with the Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement.  Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that at any time for any reason by sending written notice of termination to the other party has breached a material provision at the address for such party specified herein. In the case of termination of this Addendum Agreement by Grower, such notice of termination must include Grower’s full name and failed address.  If Grower violates the terms of this Agreement, in addition to cure other remedies available to Syngenta and any owner of the Patents listed above, Grower may forfeit any right to obtain a license to the Licensed Technologies in the future.  Upon termination of this Agreement, Grower will no longer have a right to use Seed Products or Licensed Technologies, however, Grower’s obligations (including but not limited to the above Grower Responsibilities) and Syngenta’s rights that arose under this Agreement prior to termination will continue in effect. GENERAL PROVISIONS • Grower understands that grain harvested from corn hybrids containing Agrisure Technologies, YieldGard VT Pro Technologies and Herculex Technologies, or soybean varieties containing the Genuity RR2Y Technology, RR2 Xtend Technology, LibertyLink Technology, or E3 Technology may not be fully approved for all grain exports markets. For more information on Grower’s grain marketing options, go to xxx.xxxxxxxxxxxxxx.xxx. • Grower’s rights may not be transferred to any other person or entity without the prior written consent of Syngenta. Any such breach attempted assignment is void. • If any provision(s) of this Agreement is determined to be void or unenforceable, the remaining provisions shall remain in full force and effect. • Grower consents to Syngenta, its representatives and the representatives of any owner of the Patents listed above: (i) entering upon Grower’s land where the Licensed Technologies have been planted in prior years or are growing as well as the refuge area for purposes of examining the land, examining Grower’s crop, taking samples thereof and testing such samples; (ii) reviewing the Farm Service Agency crop reporting information, including Forms 578 and corresponding aerial photographs; and (iii) obtaining copies of invoices of Grower seed and chemical transactions from Grower’s seed and/or chemical dealer. • Grower agrees that Syngenta and any owners of the Patents shall be entitled to recover any costs or expenses, including reasonable attorneys fees, incurred in enforcing its or their rights under this Agreement. • The failure of Syngenta or any owners of Patents to exercise one or more of its or their rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of Syngenta or such Patent owner to exercise such right(s) on one or more subsequent occasions. • Grower agrees that, should any GROWER INFORMATION provided above change, Grower will promptly provide Syngenta with Grower’s updated information at the Syngenta address provided above. LIMITATIONS OF WARRANTIES AND REMEDIES Syngenta makes no warranty with regard to the Seed Products or Licensed Technologies except as set forth on the label of the packaging of each unit of Seed Product containing the Licensed Technologies. This warranty applies only to the Licensed Technologies contained in Seed Products that have been purchased from Syngenta, seed companies licensed by Syngenta, or their authorized dealers or distributors. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY PATENTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. THIS WARRANTY IS VOID IF THE SEED PRODUCT IS TREATED OR REPACKAGED BY ANY PARTY OTHER THAN SYNGENTA. TO THE EXTENT PERMITTED BY STATE AND FEDERAL SEED LAWS ALL SEED PRODUCT SOLD BY SYNGENTA IS SOLD AS IS. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE LABEL OF THE PACKAGING OF EACH UNIT OF SEED PRODUCT. Syngenta must have prompt notice of any claim arising from the Seed Products or Licensed Technologies so that an immediate inspection of any allegedly affected Seed Product or crop can be made. Grower has thirty (30) days from discovery of a condition that may lead to a claim to report such condition to Syngenta. Grower acknowledges that time is of the essence in reporting a condition, and that Syngenta would be prejudiced if unable to inspect the condition in a timely manner, Reporting any such condition within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure discovery is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard condition precedent to any PHI claim against Syngenta arising from such condition. All claims must be filed within one year from the date the Seed Product was acquired by Grower or the claim is barred. GROWER’S EXCLUSIVE REMEDY AND SYNGENTA’S SOLE LIABILITY FOR ANY CLAIM OR LOSS, INCLUDING, WITHOUT LIMITATION, CLAIMS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, SHALL BE LIMITED TO REPAYMENT OF THE AMOUNT OF THE PURCHASE OR LICENSE PRICE OF THE SEED PRODUCT. IN NO EVENT SHALL SYNGENTA, ITS DISTRIBUTORS, OR DEALERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIRD PARTY TRAIT PROVIDERS / INTENDED BENEFICIARIES Grower acknowledges and agrees that Entity agrees cannot feasibly be returned to Entity or destroyedthis Agreement is entered into for the benefit of third party trait providers (e.g., Associate may maintain such PHI but shall continue to abide by the terms Dow AgroSciences, Bayer CropScience and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reasonMonsanto Company), all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains their Licensed Technologies are contained in any PHI pursuant Seed Products used by Grower. Grower further acknowledges and agrees these third party trait providers are intended third party beneficiaries of this Agreement entitled to enforce its provisions, as they may pertain to their respective traits, against Grower including maintaining legal actions directly against Growers for breach of this Section 13Agreement including, but not limited to, breach of the Grower Responsibilities section.

Term and Termination. This Addendum Agreement shall be become effective as of the effective date of the Service Agreement first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect until termination from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Service Board, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Either Any party may to this Agreement shall have the right to terminate this Addendum and the Service Agreement effective on 60 days’ written notice or immediately if it determines that upon notice to the other party has breached a in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of this Addendum and failed to cure such breach within thirty (30) days any penalty, by vote of being notified by the other party a majority of the breach. If Company’s trustees who are not “interested persons”, as defined in the non-breaching party determines that cure is 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon more than 60 days’ written notice to other partythe Distribution Manager. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return Company shall pay to the Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Distribution Manager is or destruction becomes entitled under Section 3 pursuant to the requirements of PHI that Section 3 at such times as required such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company or any officer or trustee of the Company arising from the Distribution Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Distribution Manager under Section 13 4.b. herein, and (b) the Distribution Manager shall promptly deliver to the extent Associate retains any PHI pursuant Company all records and documents in its possession that relate to this Section 13the Offering other than as required by law to be retained by the Distribution Manager. The Distribution Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. This Addendum Agreement shall remain in force until September 30, 2004, and from year to year thereafter, but only so long as such continuance, and the continuance of the Investment Adviser as investment adviser of the Fund, is specifically approved at least annually by the vote of a majority of the Trustees who are not interested persons of the Subadviser or the Investment Adviser of the Fund, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Board of Trustees or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of this Agreement be `specifically approved at least annually' shall be effective construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may, upon 60 days' written notice to the Subadviser, be terminated at any time without the payment of any penalty, (a) by the Fund, by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, or (b) by the Investment Adviser. This Agreement may, upon 120 days written notice to the Trust and the Investment Adviser, be terminated at any time, without payment of any penalty, by the Subadviser. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. The Investment Adviser agrees that it shall promptly notify the Subadviser in writing upon the termination of the Advisory Agreement In addition, the Investment Adviser shall have the right to terminate this Agreement upon immediate written notice if the Subadviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as of an investment adviser. Upon the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy the Subadviser shall deliver all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents books and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity records of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by Trust and the terms and conditions of this Addendum with respect Fund to such PHI entity as the Trust may designate as a successor subadviser, or to the Investment Adviser. The provisions of Sections 5, 13, 14, 15, 16, 18 and 19 shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of survive termination of this AddendumAgreement. Associate shall provide Entity with written certification In addition, the obligation to pay to the Subadviser any compensation earned by the Subadviser under this Agreement but not paid as of its compliance with this Section 13 within forty-five (45) days of the termination of this Addendum. Upon Agreement shall survive termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum term of this Agreement shall be effective as commence upon the Effective Date and terminate upon the completion of the effective date of Parties’ Study-related activities under the Service Agreement and shall remain Agreement, unless terminated early as further described in effect until termination of the Service Agreementthis Section. Either party has the right to terminate the Study upon thirty (30) days prior written notice to the other. This Study may be terminated immediately at any time by either party when, in their judgment or that of the Principal Investigator, the Institution’s IRB, Scientific Review Committee, or the FDA, it is determined to be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects' rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement, Institution shall notify Company. If the Parties are unable to identify a mutually acceptable successor, this Agreement may be terminated by either Party upon thirty (30) days written notice. Notwithstanding the above, any Party may, in addition to any other available remedies (1) immediately terminate this Addendum Agreement upon the other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare of Study subjects; and/or (2) terminate this Agreement upon the Service Agreement effective immediately if it determines other Party’s material default or breach of this Agreement, provided that the other party has breached a defaulting/breaching Party fails to remedy such material provision of this Addendum and failed to cure such default or breach within thirty (30) days of being notified by the other party after written notice thereof. If this Agreement is terminated prior to completion of the breach. If the non-breaching party determines that cure is not possibleStudy, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate willInstitution shall notify the IRB that Company support has been terminated and furnish to Company any Deliverables for the Study completed prior to Termination. Upon Discloser’s written request, Recipient shall provide Discloser at Discloser’s expense, all Confidential Information provided under this Agreement by Discloser; provided, however, that Recipient may retain such Confidential Information for record keeping purposes, monitoring its obligations, and exercising its rights hereunder, subject to Recipient’s ongoing compliance with the confidentiality and non-use obligations set forth in this Agreement. If this Study is terminated early by either Party, the Institution shall be reimbursed for all work completed, on a pro rata basis, and reasonable costs of bringing the Study to termination incurred through the date of termination, and for non-cancelable commitments properly incurred through that date, if feasibleapplicable. Upon receipt of notice of termination, return Institution will use reasonable efforts to Entity reduce or securely destroy all PHI maintained eliminate further costs and expenses. (REVISE IF SECTIONS ARE OMITTED DUE TO STRUCTURE) Subsections 1.4, 1.6, 14.4, 14.5 and 14.6, and Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 19 and 23, shall survive any termination or expiration of this Agreement, except that Section 3 shall survive for the period stated in Section 3.1. Any provision of this Agreement that by Associate its nature and intent remains valid after termination will survive termination. Subject Material (OMIT IF MATERIALS ARE NOT BEING PROVIDED TO THE COMPANY) Subject Material means any biologic material of human origin including, without limitation, tissues, blood, plasma, urine, spinal fluid, or other fluids derived from the Study subjects in any accordance with and pursuant to the Protocol (“Subject Material”). Institution agrees to make the Subject Material available to the Company in accordance with the Protocol for the purposes of the Study. The Subject Material may be used by the Company, central lab, or other contracted party only as allowed by the Study subject’s informed consent form or mediumpertinent institutional review board(s). Company agrees that any use of Subject Materials, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide other than as allowed by the terms Study subject’s informed consent form, will require additional IRB review and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13approval.

Term and Termination. (a) This Addendum Agreement shall be effective as terminate on the earliest to occur of (i) the fifth anniversary of the closing of the Merger, (ii) the termination of the Management Agreement by Company, or (iii) the effective date of the Service Agreement and shall remain in effect until termination removal of the Service Agreement. Either party may terminate Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but unpaid Sub-Manager Base Management Fee and any other amounts payable under this Addendum and Agreement with respect to periods prior to, on or in connection with the Service Agreement effective immediately if it determines that Termination Date shall survive the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for Agreement; provided, further, that, subject to the foregoing proviso, in the event of termination pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager and, in the event of termination pursuant to clause (ii) or (iii) above, there shall be no Final Payment paid to the Sub-Manager. If, in the event of a termination pursuant to clause (ii) above, the Company or any reasonof its Affiliates, Associate willon the one hand, if feasibleand the Manager or any Pine River Manager, return to Entity or securely destroy all PHI maintained by Associate in any form or mediumon the other hand, including all copies enter into a new management agreement effective within six months of such PHItermination, at no cost this Agreement will be deemed to Entity. Furtherapply with respect to such new management agreement, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding and, without limiting the foregoing, Associate for purposes of Section 9(a), the Termination Date shall notify Entity and receive Entitybe deemed not to have occurred. Pine River Capital shall cause the applicable Pine River Manager, if it is not the Manager, to assume the Manager’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyobligations under this Agreement. In the event that Associate determines that returning one or destroying any PHI is infeasible, Associate shall promptly notify Entity more of the conditions Sub-Manager and the applicable Pine River Manager believes in good faith that make return or destruction infeasible. With this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Pine River Manager shall enter into good faith negotiations with regard to any PHI that Entity agrees cannot feasibly be returned such appropriate amendments and Pine River Capital shall cause the Pine River Manager to Entity or destroyed, Associate may maintain provide the Sub-Manager with the right to enter into any such PHI but shall continue to abide amendments. In any such event Pine River Capital will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in executing any such amendment, the Sub-Manager shall be entitled to the accrual for payment of fees (on the terms and conditions as so amended) commencing upon the receipt of this Addendum management fees by the Manager or such Pine River Manager with respect regard to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13new agreement.

Term and Termination. This Addendum In any case, if not sooner terminated, this Agreement shall be effective as expire at the close of business on the effective date of that the Service Offering is terminated. This Agreement and shall remain may be terminated by either party (a) immediately upon notice to the other party in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines event that the other party has breached a shall have materially failed to comply with any material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party Agreement or if any of the breach. If the non-breaching party determines that cure is not possiblerepresentations, warranties, covenants or agreements of such party may terminate this Addendum and contained herein shall not have been materially complied with or (b) on 60 days’ written notice. In addition, the Service Agreement effective immediately Dealer Manager, upon written notice to other party. Upon the expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into such account as the Company may designate except that all funds from investors in states in which a Higher Minimum Offering applies will be transmitted to the escrow agent for deposit into the escrow account until Associate the Higher Minimum Offering has completed the return or destruction of PHI as required by this Section 13 been achieved; and (b) promptly deliver to the extent Associate retains any PHI Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 135 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7.b. of this Agreement; provided, however, that if the Higher Minimum Offering is not reached prior to the expiration or termination of this Dealer Manager Agreement, the Company shall not pay any compensation, and reimbursements to the Dealer Manager with respect to subscriptions from investors in those states where the Higher Minimum Offering was not achieved.

Term and Termination. (a) This Addendum Agreement shall terminate on the last day on which either Party is obligated to provide, or cause a Subsidiary to provide, any Service to the other Party in accordance with the terms of this Agreement and the Schedules; provided that if the Effective Date does not occur by December 31, 2022, this Agreement shall automatically terminate. Each Scheduled Service shall be effective as provided for a term (the “Initial Scheduled Term”) commencing and ending, in each case, on the dates set forth for such Scheduled Service in Schedule 2.01-1 and Schedule 2.01-2, or such shorter term if earlier terminated pursuant to the terms of this Agreement. As Recipients, the Parties agree to use, and to cause their Affiliates to use, commercially reasonable efforts to avoid extending the Initial Scheduled Terms; however, upon the provision of written notice to the applicable service manager and the Contract Manager of the effective date Provider at least sixty (60) days prior to the end of the Initial Scheduled Term with respect to any such Scheduled Service, the Recipient may request the Provider to extend such Initial Scheduled Term up to two separate three (3) month terms (the “Extended Scheduled Term”, and together with the Initial Scheduled Term, the “Scheduled Term”) on terms, including Agreed Price, as shall be mutually agreed to in writing by the Parties for each such extension; provided that, notwithstanding anything to the contrary in this Agreement, at no time during the first thirty-six (36) months following the date hereof shall the Agreed Price for any Scheduled Service Agreement exceed an amount equal to one and shall remain a half (1.5) times the fully loaded cost of providing such Scheduled Service, with fully loaded costs based on the historical allocation methodology during the twelve (12)-month period preceding the Effective Date. A Provider will have no obligation to provide a Scheduled Service beyond the Scheduled Term unless otherwise agreed in effect until termination writing, including as to an increase in Agreed Price, if any, for providing such Scheduled Service. Notwithstanding the foregoing or any other provision herein to the contrary, to the extent of either Party’s (i) failure to complete Migration Services or Knowledge Transfer Services in accordance with the Service Agreement. Either party may terminate this Addendum time frames agreed to by Parties and the standards set forth herein or (ii) failure to provide a Scheduled Service Agreement effective immediately if it determines that in accordance with the other party has breached standards set forth herein prohibits or materially diminishes the ability of a material provision Recipient to terminate a Service during the Initial Scheduled Term or Extended Scheduled Term, as applicable, then such term shall be extended, without penalty to the Recipient, for a reasonable amount of this Addendum and failed time, to cure such breach within thirty (30) days of being notified be agreed to by the other party of the breachParties, to enable such Recipient to terminate such Service. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and Parties are unable to agree upon the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies length of such PHIextension, at no cost to Entity. Further, Associate the dispute shall recover any PHI be rapidly and timely escalated and resolved in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum accordance with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (307.08(a)(i) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13on an expedited basis.

Term and Termination. This Addendum Subject to Clauses 15.2 to 15.5, this Licence shall be effective as commence upon the Start Date of the effective date Order, and shall continue, unless terminated earlier in accordance with this Clause 15, until the expiry of the Service Agreement and shall remain in effect until termination of the Service AgreementParticipation Period. Either Without affecting any other right or remedy available to it, either party may terminate this Addendum and the Service Agreement effective immediately if it determines that Licence with immediate effect by giving written notice to the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by if: the other party becomes insolvent, admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; the breachother party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so. If Without affecting any other right or remedy available to it, the non-breaching party determines that cure is not possible, such party Institution may terminate this Addendum and the Service Agreement effective immediately upon Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. Without affecting any other partyright or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. Upon termination For the avoidance of doubt the Institution shall not be deemed to be in breach of this Addendum for any reason, Associate willLicence on the grounds that an act of an Authorised User, if feasiblecarried out by the Institution, return to Entity or securely destroy all PHI maintained by Associate in any form or mediumwould have been a breach of this Licence, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard without prejudice to any PHI that Entity agrees cannot feasibly be returned express obligations applicable to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations Institution under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Licence.

Term and Termination. This Addendum Agreement will take effect on the Effective Date and terminate automatically upon completion by DESIGN FIRM of the Design Services required by this Agreement. This Agreement may be terminated by CLIENT, in writing, only under the following circumstances: - CLIENT shall be effective remain liable for all outstanding obligations owed to DESIGN FIRM and to third parties for services and/or merchandise then on order as of the effective termination date. - CLIENT shall reimburse DESIGN FIRM for all out-of-pocket expenses incurred by DESIGN FIRM in connection with your Project and compensate DESIGN FIRM for all services performed by DESIGN FIRM up to and including the date of the Service Agreement and shall remain in effect until termination termination, irrespective of the Service payment schedule outlined in this Agreement. Either party - CLIENT expressly agrees to take no action that is intended or would reasonably be expected to harm DESIGN FIRM’s reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to DESIGN FIRM or which would disparage DESIGN FIRM in any way. - CLIENT shall have the right to use DESIGN FIRM’s Project Documents provided: (1) CLIENT agrees to indemnify and hold DESIGN FIRM harmless from and against any and all costs, claims or expenses, including reasonable attorneys' fees and related costs, arising out of or relating in any manner to CLIENT’s subsequent use of the Project Documents; (2) CLIENT releases DESIGN FIRM from any further obligations under this Agreement; and (3) CLIENT does not permit any other person, firm or entity to claim design credit for any work prepared by DESIGN FIRM prior to the date of termination. This Agreement may terminate be terminated by DESIGN FIRM for cause if Client: (a) becomes insolvent, files a petition in bankruptcy, and/or makes an assignment for the benefit of its creditors; or (b) breaches any of Client’s material responsibilities or obligations under this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such Agreement, which breach is not remedied within thirty ten (3010) days from receipt of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copybreach. In the event that Associate determines that returning or destroying of such a termination, in addition to any PHI is infeasibleother remedies available to it by law, Associate DESIGN FIRM shall promptly notify Entity be entitled to compensation for any and all of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by services performed through the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days date of termination of this Addendum. Associate and Client shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for not have any reason, all of Associate’s obligations rights to use any deliverables from DESIGN FIRM under this Addendum shall survive Agreement except upon written consent from DESIGN FIRM provided after termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13payment.

Term and Termination. This Addendum Agreement shall terminate upon the earliest to occur of (i) the Voting Trust ceasing to hold any Equity Interests (as a result of any Transfer completed in accordance with the terms of this Agreement), (ii) the death of Dr. Kapoor, (iii) the written approval of such termination by each of Dr. Kapoor (or, if Dr. Kapoor is unable to act, Beneficiaries holding a majority of the Trust Units) and the Company, (iv) the written notice of such termination by Dr. Kapoor, except that, in the case of clause (iv), Dr. Kapoor may not provide a written notice of termination unless, at the time such notice is provided, (A) all criminal charges in connection with or related to the Indictment have been finally and fully resolved and all related sentences and penalties and other sanctions that limit or otherwise restrict Xx. Xxxxxx’x ability to vote the Common Stock have been finally and fully discharged or withdrawn, (B) all civil actions against Dr. Kapoor in connection with or related to the Indictment have been finally and fully discharged and Dr. Kapoor is not subject to any sanctions that limit or otherwise restrict Xx. Xxxxxx’x ability to vote his Common Stock and (C) any Company Corporate Integrity Agreement to which the Company was a party in connection with or related to the Indictment shall have expired, and (v) written notice from the Trustee to the Company and the Beneficiaries of termination, stating that the Company had failed to (x) pay any of the Trustee’s base compensation under this Agreement, (y) reimburse the Trustee for any of its reasonable and documented expenses pursuant to Section 7.04 of this Agreement or (z) indemnify the Trustee for any claim, damage, loss, liability, cost or expense pursuant to Section 7.02 of this Agreement, and the failure to pay, reimburse or indemnify, as applicable, was not cured within thirty days after the date upon which the Trustee delivered to the Company written notice of such nonpayment, failure to reimburse or failure to indemnify, as applicable, and the potential termination of this Agreement, except that, with respect to subclauses (y) and (z) of this clause (v), the Trustee shall not be entitled to deliver any such termination notice if there exists a bona fide dispute between the Trustee and the Company with respect to the need to reimburse or indemnify the Trustee, as applicable. In the case of any termination under clause (i), (ii) or (iii) above, Company shall provide written notice of termination to the Trustee, which notice the Trustee shall be permitted to conclusively rely upon. In the case of any termination under clause (iv) above, Dr. Kapoor shall provide written notice of the termination to the Trustee and simultaneously to the Company, which notice the Trustee shall be permitted to conclusively rely upon. In the case of clause (i), (ii) or (iii) above, the termination shall be effective as on the date of delivery of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyTrustee. In the event that Associate determines that returning or destroying any PHI is infeasiblecase of clause (iv) above, Associate the termination shall promptly notify Entity be effective 14 days following delivery of the conditions that make return or destruction infeasiblenotice to the Trustee and the Company. With regard In the case of clause (v) above, the termination shall be effective on the date of delivery of the final termination notice to the Company. Prior to any PHI that Entity agrees cannot feasibly be returned termination under this Section 8.03, all fees and expenses payable to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction Trustee through the end of the PHI infeasible. Associate fiscal quarter in which such termination is to occur shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain have been paid in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13full.

Term and Termination. This Addendum The term of this Agreement shall be effective for five years from the Effective Date unless sooner terminated by Customer or PG&E as of permitted by this Agreement. Each party may terminate this Agreement or any Accepted Proposal at any time for convenience by giving the other party 5 days written notice, provided, however, that any such termination shall neither affect PG&E’s obligation to perform under any Accepted Proposals during the 5 day notice period, nor Customer’s obligation to pay PG&E for material procured or services rendered under any Accepted Proposal through the effective date of termination, including during the Service 5- day notice period. Termination of any individual Accepted Proposal by either party shall not affect the continued validity of this Agreement and shall remain in effect until termination or of the Service Agreementany other Accepted Proposals. Either Additionally, each party may terminate this Addendum Agreement and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the nonany then-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately outstanding Accepted Proposals upon written notice to the other party if the other party: (i) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within seven days after receipt of written notice of such default; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise. Upon Also, PG&E may terminate this Agreement immediately and without prior notice in the event that the California Public Utilities Commission issues a ruling or order prohibiting or otherwise preventing PG&E from fulfilling, or substantially interfering with PG&E’s ability to fulfill, its obligations under this Agreement, or finding that this Agreement is contrary to the policies of the California Public Utilities Commission. The following Sections of this Agreement shall survive expiration, cancellation or other termination of this Addendum for any reasonAgreement: 4 Fees, Associate will5 Limited Warranties, if feasible6 Customer Responsibilities, return to Entity or securely destroy all PHI maintained by Associate in any form or medium7 Data, including all copies 9 Limitation of such PHI, at no cost to EntityLiability and 11 General. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions Any other provisions of this Addendum with respect Agreement that would generally be construed as intended to such PHI and shall limit its further use survive the expiration, cancellation or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of other termination of this Addendum. Associate Agreement shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reasonalso survive such expiration, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return cancellation or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13other termination.

Term and Termination. This Addendum The term of this license shall be effective begin on the Effective Date of this Agreement and continue until this Agreement is terminated as provided herein or until the earlier of the effective date that no Licensed Patent remains an enforceable patent or the payment of the Service Agreement earned royalties under Sections 2B and shall remain in effect until termination of the Service Agreement4B, once begun, ceases for more than eight (8) calendar quarters. Either party Licensee may terminate this Addendum Agreement at any time by giving at least ninety (90) days’ written and the Service Agreement effective immediately if it determines that the other party has breached unambiguous notice of such termination to University. Such a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified notice shall be accompanied by the other party a statement of the breachreasons for termination. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon The termination of this Addendum for any reason, Associate will, if feasible, return Agreement under this section 7b shall in no way be understood to Entity provide Licensee the right to receive a refund of the equity securities provided as a license fee under Section 4A or securely destroy all PHI maintained by Associate in any form or medium, including all copies relieve Licensee of its obligation to provide such PHI, at no cost equity securities to Entity. Further, Associate shall recover any PHI University as provided in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyEquity Agreement. In the event that Associate determines that returning or destroying Licensee fails to meet any PHI is infeasibleMilestone set forth in Section 3D, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate University may maintain such PHI but shall continue to abide terminate this Agreement by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within giving Licensee at least thirty (30) days days’ written and unambiguous notice of such termination. The termination of this Addendum. Associate Agreement under this section 7C shall in no way be understood to provide Entity with written certification Licensee the right to receive a refund of the equity securities provided as a license fee under Section 4A or relieve Licensee of its compliance with this Section 13 obligation to provide such equity securities to University as provided in the Equity Agreement. If Licensee at any time defaults in the timely payment of any monies due to University or the timely submission to University of any Development Report, fails to pursue actively the development plan, or commits any breach of any other covenant herein contained, and Licensee fails to remedy any such breach or default within forty-five ninety (4590) days after written notice thereof by University, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the Licensed Patents to its creditors, University may, at its option, terminate this Agreement by giving notice of termination to Licensee. University may terminate this Agreement by giving Licensee at least ninety (90) days written notice if the Date of First Commercial Sale does not occur by the date set forth in Appendix A. Upon the termination of this Addendum. Upon termination Agreement, Licensee and its sublicensee(s) shall remain obligated to provide an accounting for and to pay royalties earned up to the date of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive the termination and remain any minimum royalties shall be prorated as of the date of termination by the number of days elapsed in effect (a) until Associate has completed the return applicable calendar year. Waiver by either party of a single breach or destruction default, or a succession of PHI breaches or defaults, shall not deprive such party of any right to terminate this Agreement in the event of any subsequent breach or default. The Parties shall attempt to resolve any and all disputes arising out of or related to this Agreement through mediation. At least one employee of each Party with authority to negotiate a settlement of outstanding disputes shall, within three weeks of receipt of a written request for mediation by the other Party, meet in an attempt to resolve outstanding disputes. If no resolution is achieved, at least one employee of each Party with authority to negotiate a settlement of outstanding disputes shall, within four weeks of the initial review, meet in an attempt to resolve outstanding disputes. If the Parties are unable to resolve the matter themselves, the Parties agree on the state and federal courts sitting in the State of Wisconsin as required by this Section 13 the sole and (b) exclusive venues for resolving disputes, and the Parties hereby submit to the extent Associate retains any PHI pursuant to this Section 13jurisdiction of such courts.

Term and Termination. This Addendum shall be effective (a) Except as otherwise expressly provided in the Purchase Order, the Purchase Order will continue in force through the later of Supplier’s delivery of all of the Goods and Supplier’s completion of the Services unless sooner terminated by PAR; provided that, PAR may terminate the Purchase Order, in whole or in part, at any time, with or without cause, upon written notice to Supplier. (b) In the event PAR terminates the Purchase Order (i) for convenience (without cause), PAR will pay Supplier for Goods delivered and/or Services performed and, in each case, accepted as at the effective date of termination, and (ii) upon Supplier’s failure to cure a breach of the Service Agreement Purchase Order within 30 days of Supplier’s receipt of written notice of such breach from PAR or upon the occurrence of a non-curable breach (as determined in PAR’s sole discretion), Supplier shall refund PAR all amounts paid by PAR to Supplier for Goods not delivered and/or Services not performed and, in each case, accepted as at the effective date of termination. Other than termination upon the occurrence of a curable breach (in which case, the effective date of termination shall be the 31st calendar day from Supplier’s receipt of written notice of breach from PAR), the date of Supplier’s receipt of PAR’s written notice of termination shall constitute the effective date of termination. If Supplier becomes or is declared insolvent or bankrupt or makes or seeks to make an arrangement with or an assignment for the benefit of creditors, or if proceedings in voluntary or involuntary bankruptcy are instituted by, on behalf of or against Supplier, or if a receiver or trustee of Supplier is appointed, or if Supplier is otherwise wound up or liquidated, voluntarily or otherwise; then, any of the forgoing shall constitute a non-curable breach of the Purchase Order. Supplier shall cease all work under the Purchase Order on the effective date of termination and prepare a report of the status of all Goods and/or Services as of such date, which Supplier shall remain promptly deliver to PAR. Except as provided in effect until this Section, PAR shall have no further payment obligation in connection with the termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Purchase Order.

Term and Termination. This Addendum Agreement shall have an initial term of one (1) year from the date hereof. Thereafter, this Agreement shall automatically renew on a month to month basis unless either party terminates this Agreement by written notice effective no sooner than ninety (90) days following the date that notice to such effect shall be effective as of delivered to the effective date of other party. Notwithstanding the Service Agreement and shall remain in effect until termination of the Service Agreement. Either foregoing provisions, either party hereto may terminate this Addendum and the Service Agreement effective immediately if it determines that for any reason by giving to the other party has breached a material provision notice in writing specifying the date of this Addendum and failed to cure such breach within thirty termination, which shall be not less than ninety (3090) days after the date of being notified giving of such notice. If such notice is given by the other party Company, it shall be accompanied by a copy of a resolution of the breach. If Board of Trustees of the non-breaching party determines that cure is not possibleCompany, such party may certified by the Secretary of the Company, electing to terminate this Addendum Agreement and designating a successor custodian or custodians each of which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. In the event such notice is given by the Custodian, the Company shall, on or before the termination date, deliver to the Custodian a copy of a resolution of the Board of Trustees of the Company, certified by the Secretary, designating a successor custodian or custodians to act on behalf of the Company. In the absence of such designation by the Company, the Custodian may designate a successor custodian which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and the Service Agreement effective immediately upon written Custodian, provided that it has received a notice of acceptance by the successor custodian, shall deliver, on that date, directly to other partythe successor custodian all Securities and monies then owned by a Fund and held by it as Custodian. Upon termination of this Addendum for any reasonAgreement, Associate will, if feasible, return the Company shall pay to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies the Custodian on behalf of the Company such compensation as may be due as of the date of such PHI, at no cost to Entitytermination. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity The Company agrees on behalf of the conditions Company that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly the Custodian shall be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by reimbursed for its reasonable costs in connection with the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum shall be effective as Date of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision Termination THIS ISG PARTICIPANT AGREEMENT SHALL ENTER INTO FORCE AS FROM THE DATE OF ITS EXECUTION BY THE PARTIES AND SHALL REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE DATE OF CESSATION OF THE ISG, (II) THE DATE OF THE PARTICIPANT’S RESIGNATION FROM THE ISG, (III) THE DATE OF THE REVOCATION OF THE INVITATION OR AUTHORIZATION OF THE CHAIRMAN OF THE ISG PURSUANT TO WHICH THE PARTICIPANT WAS AUTHORIZED TO ATTEND MEETINGS OF THE ISG, (IV) THE DATE OF RECEIPT OF A NOTICE OF TERMINATION SENT BY ETSI AT ITS DISCRETION IN THE EVENT THAT THE PARTICIPANT COMMITS A MATERIAL BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS ISG PARTICIPANT AGREEMENT (INCLUDING THE ETSI DIRECTIVES AND THE TERMS OF REFERENCE INCORPORATED BY REFERENCE PURSUANT TO ARTICLE 1.1 of this Addendum ISG Participant Agreement) and failed fails to cure such breach remedy the same within thirty (30) days after receiving notice to do so (hereinafter, the “Date of being notified Termination”), and (v) the date of receipt by ETSI of an application sent by the other party Participant for full or associate membership in ETSI. For the purpose of determining the Date of Termination: the date and conditions of cessation of the breach. If ISG shall be decided by the nonDirector-breaching party determines that cure is not possible, such party General pursuant to Article 8.3.9 of the ETSI Rules of Procedure and clause 3.2 of the ETSI Technical Working Procedures; the Participant may terminate this Addendum resign from the ISG at any time by sending a notice of resignation to the Chairman of the ISG and the Service Director-General, and the date of the Participant’s resignation from the ISG shall be deemed to be the date of receipt of the notice of resignation by the Director-General; the Chairman of the ISG may revoke at any time the invitation or authorization to attend meetings of the Participant by sending a notice of revocation to the Participant and the Director-General, and the date of the revocation shall be deemed to be the date of receipt of the notice of revocation by the Participant; and the notice of termination sent by ETSI in the event of a material breach of its obligations by the Participant under this ISG Participant Agreement effective immediately upon written shall be sent to the Chairman of the ISG and the Participant, and the date of receipt of the notice of termination shall be deemed to other partybe the date of its receipt by the Participant. Effect of termination Upon occurrence of the Date of Termination, this ISG Participant Agreement shall automatically terminate and the Participant shall cease to attend meetings of the ISG, and shall no longer receive any information as Participant of the ISG, it being provided however that termination of this Addendum ISG Participant Agreement for any reason, Associate will, if feasible, return : shall be without prejudice to Entity any rights or securely destroy obligations which shall have accrued or become due prior to the Date of Termination and the Participant shall remain bound to duly perform and complete any and all PHI maintained by Associate obligations which shall have arisen out of or in any form or mediumconnection with this ISG Participant Agreement prior to the Date of Termination, including all copies any transfer or license of such PHIintellectual property rights (or undertakings to transfer or license intellectual property rights) pursuant to the ETSI IPR Policy and Article 2 of this ISG Participant Agreement; shall not affect any right or obligation of any party under Article 4.2 of this ISG Participant Agreement, at no cost to Entity. Further, Associate which shall recover survive in full force and effect for a period of [five (5)] years after the Date of Termination; and shall not prejudice the rights or remedies which any PHI party may have in respect of any breach of the possession terms of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent this ISG Participant Agreement prior to destroying any PHI the Date of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Termination.

Term and Termination. 8.1 This Addendum shall Agreement may be effective as terminated by any Party with respect to some or all of the effective date Portfolios with or without cause on sixty (60) days advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the Service Agreement and shall remain in effect until termination of Adviser or the Service Agreement. Either party Fund may terminate this Addendum and Agreement for cause on not less than thirty (30) days’ prior written notice to the Service Agreement effective immediately if it determines that Company, unless the other party Company has breached a material provision of this Addendum and failed to cure cured such breach cause within thirty (30) days of being notified receiving such notice, for any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other party provision of this Agreement, the breach. If the non-breaching party determines that cure is not possible, such party Company may terminate this Addendum and the Service Agreement effective immediately upon for cause on not less than thirty (30) days’ prior written notice to other party. Upon termination of this Addendum for any reasonDFAS, Associate willthe Adviser and the Fund, if feasibleunless DFAS, return to Entity the Adviser or securely destroy all PHI maintained by Associate in any form or mediumthe Fund, including all copies of as appropriate, has cured such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 cause within thirty (30) days of termination receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this AddendumAgreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. Associate 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder, or if the Company reasonably believes that any such Portfolio may fail to satisfy such requirements and so notifies the Fund. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall provide Entity with determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written certification notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its compliance with business, operations, financial condition or prospects since the date of this Section 13 Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement within forty-five sixty (4560) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13.of:

Term and Termination. This Addendum (a) Subject to Section 12(b), this Agreement shall be effective as terminate on the earliest to occur of (i) the expiration of the Initial Term of the Management Agreement, (ii) the termination of the Management Agreement by the REIT, or (iii) the effective date of the Service Agreement and shall remain in effect until termination removal of the Service Agreement. Either party may terminate Sub-Manager for Cause (such earliest date, the “Termination Date”); provided that all rights and obligations with respect to any earned but unpaid Sub-Manager Base Management Fee and any other amounts payable under this Addendum and Agreement with respect to periods prior to, on or in connection with the Service Agreement effective immediately if it determines that Termination Date shall survive the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reasonAgreement; provided, Associate willfurther, if feasiblethat, return subject to Entity or securely destroy all PHI maintained by Associate in any form or mediumthe foregoing proviso, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession event of its agents and subcontractors and return termination pursuant to Entity clause (i) or securely destroy all such PHI. Notwithstanding (iii) above, there shall be no Sub-Manager Termination Fee paid to the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copySub-Manager. In the event that Associate determines that returning of a termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or destroying any PHI is infeasibleof its Affiliates, Associate shall promptly notify Entity on the one hand, and the Manager or any Member Manager, on the other hand, enter into a new management agreement effective within six months of the conditions that make return or destruction infeasible. With regard such termination, this Agreement will be deemed to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum apply with respect to such PHI and new management agreement; provided, however, that the Sub-Manager shall limit its further use not be entitled to receive any fees during any period in which neither the Manager nor the Managing Member receives fees from the REIT or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification any of its compliance with this Section 13 within forty-five (45) days of termination of this AddendumAffiliates. Upon termination of this Addendum for any reasonThe applicable Member, all of Associateor the Members, as may be the case, shall cause the applicable Member Manager, if it is not the Manager, to assume the Manager’s obligations under this Addendum Agreement. In the event one or more of the Sub-Manager and the applicable Member Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager and the applicable Member Manager shall survive termination enter into good faith negotiations with regard to any such appropriate amendments and remain the applicable Member, or the Members, as may be the case, shall cause the Member Manager to provide the Sub-Manager with the right to enter into any such amendments. In any such event the applicable Member, or the Members, as the case may be, will provide the Sub-Manager with all information and certifications reasonably requested by the Sub-Manager. Notwithstanding any delay in effect (a) until Associate has completed executing any such amendment, the return or destruction of PHI as required by this Section 13 and (b) Sub-Manager shall be entitled to the extent Associate retains any PHI pursuant accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager or such Member Manager with regard to this Section 13such new agreement.

Term and Termination. This Addendum shall be effective as of Agreement commences on the effective date of the Service Agreement Effective Date and shall remain continue in effect force until the earlier of: completion of final Clinical Trial report and the final payment under this Agreement; or early termination in accordance with clauses 12.2, 12.3 or 12.5 of the Service this Agreement. Either party ; Each Party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to the other partyParties with immediate effect in the following events: the approval by the Ethics Committee in charge of the Clinical Trial is not granted or irrevocably revoked; it can be reasonably concluded that the Clinical Trial must be terminated in the interests of the health of the Clinical Trial Subjects; it becomes apparent, following confirmation of the Ethics Committee or the Independent Committee, that continuation of the Clinical Trial cannot serve a scientific purpose, and this is notified to the Ethics Committee; the Sponsor and/or the Institution become or are declared insolvent or a petition in bankruptcy has been filed against it or if one of them is dissolved; circumstances beyond a Party’s control occur that render continuation of the Clinical Trial unreasonable as outlined in Clause 16; one of the Parties fails to comply with the obligations arising from the Agreement and, if capable of remedy, is not remedied within 30 days after receipt of written notice from the other Party specifying the non-compliance and requiring its remedy, unless failure to comply is not in reasonable proportion to the premature termination of the Clinical Trial. Upon Sponsor and/or CRO may terminate this Agreement if the Principal Investigator is no longer able (for whatever reason) to act as Principal Investigator and no mutually acceptable replacement has been found within a reasonable period, in accordance with Clause 2.3, provided that the Sponsor will not unreasonably withhold its approval of the proposed replacement of Principal Investigator. In all circumstances causing the termination of this Addendum Agreement, the Sponsor shall confer with the Principal Investigator and use their best endeavours to minimise any inconvenience or harm to Clinical Trial Subjects. Parties agree that in case of termination of this Agreement, they will in good faith make arrangements concerning the continuation of the treatment of the enrolled Clinical Trial Subjects if such is in their medical best interest. Up until a Clinical Trial Subject has signed the ICF, Sponsor and/or CRO may terminate this Agreement upon written notification to the Principal Investigator and the Institution, with immediate effect, in the following events: for any reason, Associate willlack of recruitment at the Trial Site in case the Clinical Trial is conducted at one Site only; or in case of a multicentre trial, if feasibletermination at the Trial Site does not affect performance of the Protocol. Upon notice of termination of this Agreement, return to Entity or securely destroy all PHI maintained by Associate in any form or mediumSite Parties will not recruit and/or enroll additional Clinical Trial subjects, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI and will cooperate with the Sponsor in the possession orderly discontinuation of its agents the Clinical Trial, including, without limitation, discontinuing Investigational Product as soon as medically appropriate, allowing Sponsor and/or CRO access to records and subcontractors facilities as required for Clinical Trial close-out procedures at mutually agreed times, and return requiring Principal Investigator to Entity or securely destroy all such PHI. Notwithstanding complete any actions required by the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyrole Principal Investigator. In case of early termination of this Agreement, the event that Associate determines that returning or destroying any PHI is infeasible, Associate financial provisions of 13.3 and 13.4 shall promptly notify Entity apply. At close-out of the conditions that make return Trial Site following termination or destruction infeasibleexpiration of this Agreement the Parties shall upon request immediately deliver, or destroy with confirmation thereof, if requested, to the other Party all Confidential Information, except for copies to be retained in order to comply with Institution’s archiving obligations or for evidential purposes. With regard Furthermore the Site Parties shall immediately deliver to the Sponsor any PHI that Entity agrees cannot feasibly be returned equipment provided to Entity or destroyed, Associate may maintain such PHI but shall continue them pursuant to abide by the terms and conditions of Annex 5. Termination of this Addendum with respect Agreement will be without prejudice to such PHI the accrued rights and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction liabilities of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations Parties under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum shall be effective as Agreement commences when accepted by You and has an Initial Term of three (3) months. Upon expiration of the effective date of initial term and each subsequent term, this Agreement will automatically renew for successive renewal terms in equal duration to the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may initial term unless You terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon providing written notice to Finlocity at least 60 days prior to the end of the then-current term, or as otherwise stated below. Finlocity may terminate Your account and/or suspend Your access to the Services should You fail to comply with the terms and conditions contained in this Agreement or any other partyguidelines and rules published by Finlocity. Upon Finlocity further reserves the right to terminate or suspend Your account with or without cause in Finlocity’s sole discretion without prior notice. Termination or suspension of Your account does not terminate this Agreement. Should Finlocity choose to terminate this Agreement, such termination does not constitute a waiver of any of Finlocity’s rights under this Addendum for Agreement or under applicable law. APPLY ONLY TO USERS WHO ARE PRESENTERS Ownership Rights Each party retains any reasonand all pre-existing right, Associate willtitle and interest in and to its website(s), if feasibletrademarks, return to Entity or securely destroy intellectual property, Your Content (in Your case), the Services (in the case of Finlocity), and all PHI maintained by Associate components thereof. Except as expressly set out herein, this Agreement shall not be construed in any form manner as transferring or mediumcreating any rights of ownership of, including all copies of such PHIor license to, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior and/or to destroying the features or information therein. Under no circumstances will this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any PHI of which Entity intellectual or other property or components thereof other than as specifically granted in this Agreement. Finlocity does not maintain independently confirm that all content is provided by a duplicate copyvalid rights holder. In the event that Associate determines Finlocity becomes aware that returning content has been provided by a person who is not a valid rights holder, Finlocity may, at its discretion, disable and/or terminate the publication. License to Content, Your Performance/Your Data You hereby grant Finlocity a non-transferable (except as provided herein), royalty-free, non-exclusive, worldwide license to perform such acts in connection with Your Content as is necessary to provide the Services. The foregoing license includes, without limitation, permission for Finlocity to: (a) aggregate, display, transmit, distribute, copy in its original form or destroying any PHI is infeasiblein the form of an encoded work, Associate shall promptly notify Entity of the conditions that make return store, archive, modify, create derivative works of, or destruction infeasible. With regard reproduce Your content and to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain perform such PHI but shall continue to abide by the terms and conditions of this Addendum other acts with respect to Your content as are necessary from time to time to provide the Services; (b) use Your content and Your name, voice, likeness, persona and performance in connection with any webinars or other content that You post, provide or participate in, in connection with the Service; (c) offer or provide open access to Your content on or through the Site (or other website or service wholly-owned and/or operated by Finlocity) and/or sub-domains thereof; (d) grant sublicenses to Your Content to enable Your Content to be embedded and displayed on third party websites; (e) to distribute, transmit, and/or display Your Content on the Site or via such PHI technologies as are or may in the future be supported by Finlocity from time to time including without limitation, the internet and/or wireless transmission; (f) display advertisements in connection with or alongside any display of Your Content. For the avoidance of doubt, the parties expressly agree and shall limit its further use acknowledge that the Services do not include any transfer of title to, or disclosure of such PHI to those purposes that make return ownership of, any right or destruction of the PHI infeasibleinterest in Your content. Associate shall comply with this Section 13 within thirty (30) days of Such license will survive termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum shall be Agreement will commence on the date that You click the “Accept” button (unless a different effective as of date is specified in the Order Form in which case the effective date in the Order Form will apply as the start date for the Agreement) and will remain in effect for the period for which You have paid for the Services (“Term”), unless earlier terminated by You or Actian as provided below in this Section. If You are accessing trial or beta versions of the Service Agreement and shall remain in effect until termination under Section 1 above, the Term will automatically terminate at the end of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately applicable trial or beta period specified by Actian, or if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within no trial or beta period is specified by Actian, then thirty (30) days of being notified by from the other party of date that You click the breach“Accept” button. If the non-breaching party determines that cure is not possible, such party You may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for at any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, time with at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within least thirty (30) days prior written notice. However, in the case of such termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reasonby You, all of Associate’s obligations Fees paid by You under this Addendum Agreement are nonrefundable, including, but not limited to, any portion of fees paid in advance by You for the Services. Also, such termination by You shall survive termination not relieve You of Your obligation to pay any Fees accrued or payable to Actian relating to the Services prior to the effective date of termination, and remain in effect You shall immediately pay to Actian all such Fees upon the effective date of termination. Without limiting any other remedies available to it, Actian may immediately suspend access to the Services and/or terminate this Agreement if: (a) until Associate has completed the return or destruction You breach any material provision of PHI as required by this Section 13 and Agreement that, (if it is capable of being cured) is not cured within fifteen (15) days from written notice to You; (b) Actian determines that Your actions are likely to cause legal liability for Actian or its suppliers and other customers; c) Your use of the Services disrupts or poses a security risk to the extent Associate retains Services or any PHI pursuant other customer or may harm the CSV network or Actian’s network; (d) You are using the Services for fraudulent or illegal activities; (e) Actian’s continued provision of any of the Services is prohibited by applicable law; or (f) CSV terminates its agreement to this Section 13provide Actian the CSV services.

Term and Termination. This Addendum shall be effective as of Agreement commences on the effective date of the Service Agreement Effective Date and shall remain continue in effect force until the earlier of: completion of final Clinical Study Report and the final payment under this Agreement; or early termination in accordance with clauses 12.2, 12.3 or 12.5 of the Service this Agreement. Either party ; Each Party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to the other partyParties with immediate effect in the following events: if the approval by the Ethics Committee in charge of the Clinical Trial is not granted or irrevocably revoked; if it can be reasonably concluded that the Clinical Trial must be terminated in the interests of the health of the Clinical Trial Subjects; If it becomes apparent, following confirmation of the Ethics Committee or the Independent Committee, that continuation of the Clinical Trial cannot serve a scientific purpose, and this is notified to the Ethics Committee; if the Sponsor and/or the Institution and/or the Principal Investigator become or are declared insolvent or a petition in bankruptcy has been filed against it or if one of them is dissolved; if circumstances beyond a Party’s control occur that render continuation of the Clinical Trial unreasonable as outlined in Clause 16; if one of the Parties fails to comply with the obligations arising from the Agreement and, if capable of remedy, is not remedied within 30 days after receipt of written notice from the other Party specifying the non-compliance and requiring its remedy, unless failure to comply is not in reasonable proportion to the premature termination of the Clinical Trial. Upon Sponsor and/or CRO may terminate this Agreement if the Principal Investigator is no longer able (for whatever reason) to act as Principal Investigator and no mutually acceptable replacement has been found in accordance with Clause 2.3, provided that the Sponsor will not unreasonably withhold its approval of the proposed replacement of Principal Investigator. In all circumstances causing the early termination of this Addendum Agreement pursuant to clauses 12.2 or 12.3 above, the Sponsor shall confer with the Principal Investigator and use their best endeavours to minimise any inconvenience or harm to Clinical Trial Subjects caused by the premature termination of the Clinical Trial. Parties agree that in case of early termination of this Agreement, they will in good faith make arrangements concerning the continuation of the treatment of the enrolled patients if such is in their medical best interest. Up until a Clinical Trial Subject has signed the ICF, Sponsor and/or CRO may terminate this Agreement upon written notification to the Principal Investigator and the Institution, with immediate effect, in the following events: for any reason, Associate willlack of recruitment at the Trial Site in case the Clinical Trial is conducted at one Site only; or in case of a multicentre trial, if feasibletermination at the Trial Site does not affect performance of the Protocol. Upon notice of termination of this Agreement, return to Entity or securely destroy all PHI maintained by Associate in any form or mediumSite Parties will not recruit and/or enroll additional Clinical Trial subjects, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI and will cooperate with the Sponsor in the possession orderly discontinuation of its agents the Clinical Trial, including, without limitation, discontinuing Investigational Product as soon as medically appropriate, allowing Sponsor and/or CRO access to records and subcontractors facilities as required for Clinical Trial close-out procedures at mutually agreed times, and return requiring Principal Investigator to Entity or securely destroy all such PHI. Notwithstanding complete any actions required by the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyrole Principal Investigator. In case of early termination of this Agreement, the event that Associate determines that returning or destroying any PHI is infeasible, Associate financial provisions of 13.3 and 13.4 shall promptly notify Entity apply. At close-out of the conditions that make return Trial Site following termination or destruction infeasibleexpiration of this Agreement the Parties shall upon request immediately deliver to the other Party all Confidential Information, except for copies to be retained in order to comply with Institution’s archiving obligations or for evidential purposes. With regard Furthermore the Site Parties shall immediately deliver to the Sponsor any PHI that Entity agrees cannot feasibly be returned equipment provided to Entity or destroyed, Associate may maintain such PHI but shall continue them pursuant to abide by the terms and conditions of Annex 5. Termination of this Addendum with respect Agreement will be without prejudice to such PHI the accrued rights and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction liabilities of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations Parties under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum License Agreement shall be effective as of commence the effective date of the Service execution of this License Agreement and shall remain in effect until termination of expire December 31, 2025 (the Service Agreement“License Term”). Either party may terminate this Addendum and License Agreement at any time upon six (6) months’ notice in writing to the Service Agreement effective other. NLGI shall have the right to immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service License Agreement effective immediately upon by giving written notice to other partyApplicant: (a) upon Applicant’s failure to comply with any of the provisions hereof or any requirement set forth in Form HPM01 HPM Trademark Licensing and Branded Product Certification Procedures, including, without limitation, completion of required documentation in an accurate manner; (b) upon Applicant’s failure to pay any fee required by this License Agreement within ten (10) business days after receiving a delinquency notice; or (c) if Applicant takes any action in connection with the manufacture, offering for sale, advertising, promotion, shipment, and/or distribution of any product which, in the opinion of a reasonable person, damages or reflects adversely upon NLGI or the Licensed Trademarks. If Applicant files a petition in bankruptcy, or is adjudicated bankrupt, or if a petition in bankruptcy is filed against Applicant, or if it becomes insolvent, or makes an assignment for the benefit of its creditor or makes an arrangement pursuant to any bankruptcy law, or if Applicant discontinues all or a significant portion of its business, or if a receiver is appointed for it or its business, this License Agreement shall automatically terminate without any notice or lapse of time being necessary. In the event the License Agreement is so terminated, Applicant, its receivers, representatives, trustees, agents, administrators, successors, and assigns shall have no right to sell, exploit, distribute, or in any way use the Licensed Trademarks or any carton, container, packing, wrapping material, advertising, promotional, or display material bearing same. Termination of this License Agreement under this Article 7 shall be without prejudice to any rights that NLGI may otherwise have against Applicant. Upon termination of this Addendum for any reasonLicense Agreement, Associate willall fees due (according to the terms of Article 3 hereof) shall become immediately due and payable. Upon termination or expiration, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate Applicant shall promptly notify Entity provide NLGI with an inventory of Registered Branded Products bearing the Licensed Trademarks on hand, and Applicant shall have three (3) months from the termination or expiration date within which to sell or otherwise dispose of that inventory (“Sell-Off Period”); and thereafter Applicant shall promptly discontinue the sale of Registered Branded Products bearing the Licensed Trademarks. At the end of the conditions that make return Sell-Off Period or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of upon termination of this AddendumLicense Agreement under Paragraph 7.3 or 7.4, Applicant shall promptly destroy, in a manner approved by NLGI, all literature, advertising copy, and packaging bearing the Licensed Trademarks. Associate If Applicant fails to timely discontinue use of the Licensed Trademarks as required hereunder, Applicant shall provide Entity with written certification be responsible for all fees (including reasonable attorney’s fee), costs and expenses NLGI shall incur to compel Applicant’s compliance. Upon termination, Applicant shall not be entitled to a refund of its compliance with this Section 13 within forty-five (45) days any portion of termination the fees previously paid. Applicant acknowledges and agrees that NLGI would be irreparably harmed by any breach of this AddendumLicense Agreement and that monetary relief would be inadequate to compensate NLGI for the breach. Upon termination of Accordingly, if NLGI shows that Applicant breached or threatened to breach this Addendum for any reasonLicense Agreement, all of Associate’s obligations under this Addendum shall survive termination Applicant acknowledges and remain agrees that NLGI will be entitled to injunctive relief in effect (a) until Associate has completed the return addition to monetary relief against Applicant. NLGI will not have to post bond or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13prove actual damages.

Term and Termination. This Addendum The term of this Agreement will begin on the Effective Date and will continue through June 29, 2022 (the “Initial Term”), provided that Client shall be effective as have the sole right and option to extend the Term for each of three (3) successive two-year renewal periods upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the effective date of then current Term (each such renewal period, a “Renewal Term” and collectively with the Service Agreement and shall remain in effect until termination of Initial Term, the Service Agreement“Term”). Either party Party may terminate this Addendum and the Service Agreement effective immediately if it determines that for a material breach by the other party has breached a material provision of this Addendum and failed to cure such breach within Party upon thirty (30) days of being notified by written notice specifying in detail the other party nature of the breach, unless such breach is cured within the thirty (30) day period; provided, however, for the avoidance of doubt and without limitation, Company’s failure to deliver the Deliverables timely in accordance with the schedule set forth in Exhibit A (other than any failure to deliver that results from Company’s loss of Contingent Rights that is remedied under Section 1.5 of this Agreement), and Client’s failure to provide payment of undisputed Fees in accordance with the schedule set forth in Exhibit B shall each constitute a material breach of this Agreement that requires cure within five (5) business days of written notice. If the non-breaching party determines that cure is not possibleA Party’s right to terminate in accordance with this Section 3 shall be in addition to all available remedies, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice including a Party’s right to other partyseek equitable relief pursuant to Section 8.6. Upon termination of this Addendum Agreement, for any reason, Associate willClient must immediately cease all uses of and destroy any and all Licensed Data provided to Client by Company; provided, if feasiblehowever, return to Entity that Client may retain (i) Licensed Data contained in an archived computer system back-up in accordance with security and/or disaster recovery procedures or securely destroy all PHI maintained by Associate in any form or mediumlatent data, including all copies deleted files and other non-logical data types such as memory dumps, swap files, temporary files, printer spool files and metadata that are not generally retrievable or accessible without the use of specialized tools and techniques, subject in each case to the destruction of such PHI, at no cost to Entity. Further, Associate shall recover any PHI Licensed Data in due course and the possession inaccessibility of its agents such Licensed Data for commercial purposes; and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI (ii) elements of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by Licensed Data incorporated into Derivative Works in accordance with the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure Agreement. For the avoidance of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with doubt, nothing in this Section 13 within thirty (30) days of termination of this Addendum. Associate 3 shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associateaffect Client’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) rights to the extent Associate retains any PHI pursuant to this Section 13Derivative Works.

Term and Termination. This Addendum Agreement shall be effective as commence on the Effective Date and terminate on 30 June 2021R 9 (“Initial Period”), subject to early termination hereof, or termination due to breach of contract. The Tenant shall have the effective date of option to renew this Lease for a further period by providing the Service Agreement and shall remain in effect until Landlord with notice no less than 90 (ninety) days before termination of the Service AgreementInitial Period, upon the same terms and conditions as contained herein. The rental payable by the Tenant during the renewal period shall be as agreed between the parties at that time. On the expiry of the Initial Period, if the Tenant does not vacate the Leased Premises, the lease shall continue to operate on a month to month basis, both parties being obliged and entitled to give the other written notice of termination of the lease during the further period, unless the lease is extended by agreement between the parties and reduced to writing. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that lease agreement by giving the other party has breached at least 6 months’ written notice of such termination. Notwithstanding anything to the contrary herein contained, either party shall be entitled to forthwith terminate this Agreement at any time by addressing written notice to such counter-party should such counter-party: commit an act which is or would, if committed by a material provision natural person, be an act of insolvency as defined in the Insolvency Act of 1936; or allow any judgment against it to remain unsatisfied for a period of 14 (FOURTEEN) days; or be provisionally or finally liquidated, removed from the Register of Companies or the like, or placed under judicial management whether provisionally or finally or take any steps for its voluntary winding up; or do anything which is intended to disparage or which in the reasonable opinion of the other parties disparages the services rendered by any party in terms of this Addendum and failed to cure such breach within thirty (30) days Agreement or the reputation of being notified by the other party of the breachany party. If the non-breaching party determines that cure is not possible, such party RESTRICTED DATABASE OF SUPPLIERS The PPECB may terminate this Addendum and agreement with immediate effect if Landlord is listed on National Treasury’s database of restricted suppliers. INGOING AND OUTGOING INSPECTION The Landlord shall determine a reasonable inspection date, which must be within 14 days of the Service Agreement effective immediately upon written notice commencement of the lease period, to other party. Upon termination cause an inspection of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained the leased premises by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI both parties in the possession presence of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding each other, during which a written schedule of the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI condition of which Entity does not maintain a duplicate copythe Leased Premises will be compiled by the parties. In the event that Associate determines that returning such an inspection does not occur, or destroying any PHI if a schedule is infeasiblenot compiled, Associate shall promptly notify Entity the Leased Premises will be deemed to be in good order and condition at the commencement of the conditions that make return or destruction infeasibleLease Period. With regard The Landlord shall determine a reasonable inspection date to any PHI that Entity agrees cannot feasibly cause an outgoing inspection of the Leased Premises during which a written schedule of the condition of the Leased Premises will be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide compiled by the terms and conditions parties. These inspections will be held during the last week of this Addendum with respect to such PHI and shall limit its further use occupation or disclosure of such PHI to those purposes that make return on or destruction of after the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days date of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13lease.

Term and Termination. This Addendum Agreement shall be become effective as of the effective date of the Service Agreement first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect until termination from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the Service board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Either Any party may to this Agreement shall have the right to terminate this Addendum and the Service Agreement effective on 60 days’ written notice or immediately if it determines that upon notice to the other party has breached a in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of this Addendum and failed to cure such breach within thirty (30) days any penalty, by vote of being notified by the other party a majority of the breach. If Company’s trustees who are not “interested persons”, as defined in the non-breaching party determines that cure is 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon more than 60 days’ written notice to other partythe Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Addendum for any reasonAgreement, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return Company shall pay to the Managing Dealer all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Managing Dealer is or destruction becomes entitled under Section 3 pursuant to the requirements of PHI that Section 3 at such times as required such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company or any officer or director of the Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 13 4.b. herein, and (b) the Managing Dealer shall promptly deliver to the extent Associate retains any PHI pursuant Company all records and documents in its possession that relate to this Section 13the Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. This Addendum Provider’s employment with UCP under this agreement shall be effective commence as of the Commencement Date and shall continue for a period of or until terminated as provided in this Agreement (the “Initial Term”). At the end of the Initial Term and each Renewal Term (as defined herein), this Agreement shall automatically renew for a term of one (1) year (each, a “Renewal Term” and, together with the Initial Term, the “Term”). Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement at any time, without cause and for any or no reason, provided that UCP must provide written notice of such termination to Provider not less than ninety (90) days prior to the effective date of such termination and provided that Provider must provide written notice of such termination to UCP not less than ninety (90) days prior to the Service effective date of such termination. UCP may, at its discretion, permit Provider to continue performing Provider’s job duties during the ninety (90) day notice period or terminate Provider’s services at any time during the ninety (90) day notice period, provided that UCP continues Provider’s pay and benefits for the entire ninety (90) day notice period. Provider acknowledges that if Provider terminates Provider’s employment with UCP, other than due to Provider’s death or disability or pursuant to Section 4(d), without giving the required written notice of ninety (90) days, UCP’s damages shall be uncertain and difficult to ascertain and Provider shall pay to UCP on demand, as liquidated damages and not as a penalty, an amount equal to Enter daily damages $ amount per day for each day less than the required ninety (90) days of written notice of termination which UCP is entitled to receive. This Agreement and shall remain terminate automatically upon the death of Provider. Notwithstanding anything in effect until this Agreement to the contrary, UCP may immediately terminate Provider’s employment with UCP for cause by delivering written notice thereof to Provider. For purposes of this Agreement, “cause” shall include, but not be limited to the following: the suspension, curtailment, revocation, or termination of Provider’s license to practice in any state, regardless of the Service Agreement. Either pendency of any appeal of such suspension, curtailment, or revocation; or the suspension, curtailment, or revocation of Provider’s Drug Enforcement Administration Registration number; or any occurrence caused by Provider that adversely impacts UCP’s or UCPC’s ability to xxxx third party may terminate this Addendum insurance for Provider’s Services; or the revocation, suspension, termination, or non-renewal of the Provider’s privileges at any hospital in which Provider is required to practice to carry out Provider’s employment responsibilities; with the exceptions of (A) voluntary termination or non-renewal not under threat of disciplinary action, and (B) temporary suspension due to minor violations of administrative rules; or failure to qualify for malpractice or general liability insurance; or the Service Agreement effective immediately if it determines imposition of any sanctions, including exclusion, suspension, or other limitation, relating to Provider’s Medicare or Medicaid participation, except to the extent the conduct giving rise to such sanction is directed by UCP; or any inappropriate behavior by Provider which could subject UCP or Provider to a claim for discrimination or harassment by current or former employees or patients; or any failure by Provider to follow and comply with any applicable policy, rule or regulation of UCP, the UCP Department to which Provider is assigned, any site where Provider provides Services, UCPC or UC Health, provided that the other party such failure has breached a material provision of this Addendum and failed to cure such breach within continued for at least thirty (30) days of being notified by the other party after Provider has received written notification of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13.failure; or

Term and Termination. This Addendum Agreement shall be effective as of the effective date of the Service Agreement on a month-to-month basis and shall remain in effect until termination of the Service Agreement. Either be cancelable by either party may terminate this Addendum and the Service Agreement effective immediately if it determines that at any time for any reason upon notice to the other party in accordance with Section 28 (Electronic Communications and Other Notices). When Merchant cancels the Services or terminates its account, any pending transactions may be cancelled. Any funds that Provider or the Bank are holding in custody for Merchant at the time of closure, less any applicable Fees and other liabilities of Merchant, will be paid to Merchant according to the Merchant payment schedule, assuming all payout-related authentication requirements have been fulfilled. If a Chargeback investigation is pending at the time Merchant terminates the Merchant Agreement or if Provider deems there is a potential for Chargebacks, Provider may hold Merchant funds as described above. If it is later determined that Xxxxxxxx is entitled to some or all of the funds in dispute, Provider will release those funds to Merchant. Bank may also withhold such funds pending investigation of Merchant transactions or potential liabilities hereunder. In addition to our rights to terminate this Agreement, Provider may also suspend the Merchant Account and Merchant’s access to such Account if Merchant (i) has breached a material provision violated the terms of this Addendum and failed Agreement, or any other agreement you have with us; (ii) poses an unacceptable credit or fraud risk to cure such breach within thirty us, Processor or Bank; or (30iii) days of being notified by the other party of the breachprovides any false, incomplete, inaccurate, or misleading information or otherwise engages in fraudulent or illegal conduct. If the non-breaching party determines that cure this Agreement is not possibleterminated, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice you agree: (i) to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide be bound by the terms and conditions of this Addendum with respect Agreement that survive termination; (ii) to such PHI immediately stop using the Services and the Account; (iii) that the license provided under this Agreement shall limit its further use end; (iv) that Provider reserves the right (but has no obligation) to delete all of Merchant’s information and Account data stored on our servers after a reasonable period of time (but also reserves the right to retain copies thereof for up to five (5) years); and (v) that Provider shall not be liable to you or disclosure any third party on account of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of our termination of this AddendumMerchant’s access to the Services or the Merchant Account or for deletion of Merchant’s information or Account data. Associate On any termination hereof, Merchant shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum remain liable hereunder for any reason, and all of Associate’s obligations under this Addendum shall survive Fees or costs accrued prior to or following termination and remain in effect (a) until Associate has completed the return any other amounts owed by Merchant to Provider, Processor, Bank or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13a Payment Network.

Term and Termination. This Addendum Unless otherwise specified in an Exhibit, each Service Agreement shall be effective as valid for a period of one (1) year from the date last signed by the Parties and will automatically renew for an additional one-year period with paid invoice at the end of the effective date first year and at the end of the Service each subsequent one-year period. The general terms in this Agreement and shall remain in effect until termination of the Service Agreementthroughout each subsequent renewal period unless new terms are provided by Seller. (A) Either party Party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty for convenience with written notice ninety (3090) days of being notified by prior to the other party anniversary date of the breachrenewal at no additional cost to Buyer. If Should Buyer terminate the non-breaching Agreement with written notice ninety (90) days prior to the anniversary date of the renewal, Buyer shall not receive any monies in a refund and/or credit for any unused portion of the cancelled subscription. (B) Should Buyer terminate the Agreement for convenience at any time other than provided in Section 3(A), Buyer shall not receive any monies in a refund and/or credit for any unused portion of the cancelled subscription. (C) Either Seller or Buyer can terminate this Agreement should any party determines that cure materially fail to perform or observe any covenant, condition, or agreement to be performed or observed and such failure is not possible, such party may corrected or diligently prosecuted within ninety (90) days after written notice thereof. Should either Seller or Buyer terminate this Addendum and Agreement, Buyer shall not receive any monies in a refund and/or credit for any unused portion of the Service Agreement effective immediately upon written notice to other partycancelled subscription. (D) Upon termination of this Addendum Agreement for any reasonreason and at any time whatsoever, Associate will, if feasible, return the licenses granted shall immediately terminate and Buyer shall cease to Entity have any rights or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost licenses whatsoever to Entityuse the Aircraft Information Services. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. (E) In the event that Associate determines that returning or destroying any PHI is infeasibleof termination, Associate Buyer shall promptly notify Entity be responsible for payment of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum all usage charges incurred for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) Service up to the extent Associate retains date of termination. Seller is entitled to collect on any PHI pursuant unpaid invoices and Buyer shall be obligated to this Section 13pay the unpaid portion stated on such outstanding invoices.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Card Services Agreement and shall remain in full force and effect until for an initial term of three (1) year . This Card Services Agreement shall be automatically extended for successive one (1) month periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Card Services Agreement or a portion thereof at least 30 days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Card Services Agreement will terminate at the end of the then‐ current term. Merchant shall be permitted to terminate this Card Services Agreement with no penalty Notwithstanding the foregoing, if Merchant provides Global with written notice within forty‐five (45) days of Merchant's execution of this Card Services Agreement that it wishes to terminate this Card Services Agreement immediately, Merchant shall not be responsible for the payment of the above‐ referenced amount(s), but shall be responsible for compliance with all other terms and conditions set forth in this Card Service Agreement, including but not limited to payment for all fees incurred prior to the termination of the Service this Card Services Agreement. Either party Notwithstanding the foregoing, Global Direct may terminate this Addendum and the Service Card Services Agreement effective immediately if it determines that the other party has breached a material or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default in performing under any provision of this Addendum Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and failed swiped through the Merchant's terminal, upon any failure to cure follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, upon a material change in the Merchant's average ticket or volume as stated in the Merchant Application, or in the event Global Direct reasonably deems itself insecure in continuing this Card Services Agreement. In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within thirty (30) days of being notified by such notice. Failure to remedy such a breach shall make this Card Services Agreement terminable, at the other party option of the breachMerchant, at the end of such thirty (30) day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (or debited) to merchant's account(s). If the non-breaching party determines that cure is not possibledeposit has already been posted to Merchant's account(s), such party may terminate this Addendum said posting will be reversed and the Service Agreement effective immediately upon written notice deposit returned to other partyMerchant. Upon termination Termination of this Addendum for Card Services Agreement shall not affect Merchant's obligations which have accrued prior to termination or which relate to any reason, Associate will, if feasible, return indebtedness purchased hereunder prior to Entity or securely destroy all PHI maintained by Associate in any form or mediumtermination, including all copies of but not limited to chargebacks even if such PHI, at no cost to Entity. Further, Associate shall recover any PHI chargebacks come in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyafter termination. In the event that Associate determines that returning or destroying of termination, all equipment leased from Global Direct (but not from any PHI is infeasibleother leasing agent), Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard including but not limited to any PHI that Entity agrees cannot feasibly imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Global Direct at Merchant's expense.

Term and Termination. This Addendum The Dealer Agreement and these Terms and Conditions shall be effective as of the effective date of Effective Date set forth in the Service Dealer Agreement and shall remain continue in effect force until terminated in accordance with the provisions of the Dealer Agreement or these Terms and Conditions. With respect to potential future Work not then the subject of a Purchase Order, the Dealer Agreement may be terminated prospectively by either party at any time without cause and without liability upon thirty (30) days prior written notice to the other party; provided, however, that these Terms and Conditions shall continue to apply to all Work and Purchase Orders then in existence, and neither party shall by reason of such prospective termination of the Service Dealer Agreement be relieved of its respective obligations and liabilities theretofore or thereafter arising from or incident to Work performed under any existing Work Order, which is subject to the Dealer Agreement and these Terms and Conditions. Notwithstanding the foregoing, if Dealer breaches any warranty or other material provision hereunder, Company shall have the right to immediately terminate the Dealer Agreement, these Terms and Conditions, any Purchase Order, and/or any Work then being performed by Dealer without further obligation. Either Company has a vested interest in building and continuing to develop its relationship with Dealer. However, Company may terminate all or part of the Purchase Order if Dealer abandons the Work, becomes bankrupt or insolvent, is unable to obtain a bond (if required), assigns the Purchase Order or subcontracts the Work or any of its parts without Company's consent or otherwise fails to comply with the Purchase Order. If Company terminates for cause, Company may complete or contract with a third party to complete all or part of the Work, and Dealer shall be liable to Company for the excess costs to complete all or such part of the Work and any other damages resulting from Dealer’s noncompliance. If it is subsequently determined that Company did not have adequate cause to terminate the Dealer Agreement and these Terms and Conditions pursuant to this paragraph, then the parties agree that such termination shall be deemed to be a termination without cause pursuant to the following paragraph. If either party defaults in the performance of any material obligation in this Agreement, then the non-defaulting party may terminate this Addendum give written notice to the defaulting party and if the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach default is not cured within thirty (30) days following such notice, the Agreement will be terminated. Company desires to work with Dealer to avoid the termination of being notified by the other party of the breachany Purchase Order. If the non-breaching party determines that cure is not possible, such party Company may also terminate this Addendum and the Service Agreement effective immediately upon written notice all or part of the Purchase Order without cause. In all cases, Company may require Dealer to transfer title and deliver to Company any contracts, rights, Commodities and Equipment, materials, parts and Work Product produced or acquired by Dealer for the performance of the Purchase Order. All of the Company's trademarks, trade names, patents, copyrights, designs, drawings, ideas, formulas or other partydata, photographs, literature, and sales aids of every kind shall remain the property of Company. Upon Within five (5) days after the termination of this Addendum for Agreement, the Dealer shall return all such items to company at the Dealer's expense and shall cease to use all such items. The Dealer shall not make or retain any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost any confidential items or information that may have been entrusted to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyit. In the event that Associate determines that returning or destroying of termination by either party in accordance with any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions provisions of this Addendum with respect Agreement, neither party shall be liable to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction the other, because of the PHI infeasible. Associate shall comply termination, for compensation, reimbursement, or damages, on account of the loss of prospective profits, anticipated sales or on account of expenditures, investments, leases or commitments in connection with this Section 13 within thirty (30) days the business or goodwill of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return Company or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Dealer.

Term and Termination. This Addendum The term of this Agreement shall be effective commence as soon as Subscriber has accepted and returned this Agreement to ARMLS® (either electronically or by non-electronic means), and Subscriber has paid all fees that are due. The term of this Agreement shall continue in full force and effect until such time as (i) Subscriber is no longer eligible to receive the services provided under this Agreement, or (ii) ARMLS® terminates this Agreement due to Subscriber’s default in accordance with provisions herein or provisions of the effective date ARMLS® Governing Documents, or (iii) ARMLS®, in its discretion, elects to terminate this Agreement in connection with the discontinuation by ARMLS® of any of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed ARMLS® services generally provided hereunder to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to EntitySubscribers. Further, Associate Subscriber shall recover have the right to terminate this Agreement upon any PHI in amendment or modification of the possession ARMLS® Governing Documents, if Subscriber is not willing to agree to the terms of its agents such amendment or modification. In that event, Subscriber shall notify ARMLS® of their election to terminate and subcontractors such termination shall become effective upon the receipt by ARMLS® of such notice and return to Entity or securely destroy the payment by Subscriber and receipt by ARMLS® of all such PHIfees owing through the date of termination. Notwithstanding the foregoing, Associate shall notify Entity and receive Entityif Subscriber accesses or uses the System or otherwise avails themself of ARMLS® services provided pursuant to this Agreement at any time after Subscriber’s written consent prior to destroying any PHI receipt of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning an amendment or destroying any PHI is infeasible, Associate shall promptly notify Entity modification of the conditions that make return or destruction infeasible. With regard ARMLS® Governing Documents (either pursuant to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions procedure set forth in Section 14 of this Addendum with respect Agreement or otherwise), such access to or use of the System or ARMLS® services automatically shall constitute Subscriber’s agreement to such PHI amendment or modification and shall limit its further use or disclosure nullify Subscriber’s right to terminate this Agreement by virtue of such PHI to those purposes that make return amendment or destruction of modification. Subscriber understands that, upon the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this AddendumAgreement, Subscriber’s Agent ID number will no longer be valid and Subscriber will not be able to access or use the System, will not be eligible to receive any other services or products under this Agreement and will not be able to use the electronic key, if Subscriber has one, to open electronic keyboxes located on listed properties. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of Promptly upon any termination or expiration of this Addendum. Upon termination Agreement, (i) ARMLS® shall deactivate Subscriber’s user ID and password, and Subscriber shall have no further access to the ARMLS® System; (ii) Subscriber shall purge all copies of this Addendum for any reason, the ARMLS® Data from Subscriber’s personal computers; (iii) all of Associate’s obligations under this Addendum licenses granted hereunder shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 immediately terminate; and (biv) Subscriber will not be able to the extent Associate retains use any PHI pursuant electronic key to this Section 13open lockboxes on listed properties.

Term and Termination. ▪ This Addendum Agreement shall be effective as of on the effective date of the Service Agreement hereof and shall remain continue, unless terminated sooner in effect accordance with Clause 2.4(b), until termination of the Service AgreementCompletion Date. ▪ Either party Party may terminate this Addendum and Agreement upon notice in writing if: ▪ The other is in breach of any material obligation contained in this Agreement, which is not remedied (if the Service Agreement effective immediately if it determines that same is capable of being remedied) within 30 days of written notice from the other party has breached Party so to do; or ▪ A voluntary arrangement is approved, a material provision bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the breachother Party. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon ▪ Any termination of this Addendum Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Relationship of the Parties ▪ The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties. Confidentiality ▪ Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient. Notices ▪ Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any reasonother address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, Associate willany such communication shall be deemed to have been made to the other Party, if feasibledelivered by: ▪ First class post, return to Entity 2 days from the date of posting; ▪ Hand or securely destroy all PHI maintained by Associate in any form or mediumfacsimile transmission, including all copies on the date of such PHIdelivery or transmission; and ▪ Electronic mail, at no cost to Entity. Further, Associate shall recover any PHI in when the possession of its agents and subcontractors and return to Entity or securely destroy all Party sending such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure communication receives confirmation of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required delivery by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13electronic mail.

Term and Termination. This Addendum shall be effective as The term of this AFA is for the period starting and ending , unless otherwise terminated, pursuant to the terms of this Agreement, by action of law, or amended pursuant to the provisions of this Agreement. LCWDB may, but is not obligated, to extend this Agreement by written notification to the Subrecipient. Individual program dates will commence and end according to the requirements of the effective date funding sources identified and incorporated in this Agreement. LCWDB reserves the right to unilaterally terminate this Agreement with 30 days’ written notice. LCWDB also reserves the right to unilaterally and immediately terminate this Agreement if it is determined, after an investigation by LCWDB, that the Subrecipient violated any federal or state law, regulation, policy, or guideline applicable to these funds, or misrepresented any of its assurances or certifications. Upon termination, all finished or unfinished documents, data, studies, and reports or other material prepared by the Subrecipient under this Agreement, at the option of the Service Agreement and LCWDB, shall remain in effect until termination AFA-SUBRECIPIENT PAGE 8 OF 31 become the property of the Service LCWDB. Should LCWDB not exercise this right, Subrecipient shall, at Subrecipient’s expense, provide proper storage and uphold the requirements as outlined in the Record Retention section of this Agreement. Either party A Subrecipient may terminate this Addendum and Agreement upon ninety (90) days’ written notice to the Service LCWDB. LCWDB reserves the right to terminate this Agreement effective immediately if it determines that at any time prior to the other party has breached Subrecipient’s designated termination date. Upon early termination, the Subrecipient shall submit a material provision of this Addendum and failed final invoice to cure such breach within thirty LCWDB no later than eighteen (3018) days after the Termination Date. The final invoice must include copies of being notified by the other party of the breachall invoices for goods and services received for which payment is requested. If the non-breaching party determines Subrecipient fails to submit its final invoice within eighteen (18) calendar days of the Termination Date, LCWDB shall have no obligation to reimburse any amounts requested in the final invoice. Subrecipient expressly agrees that cure is nonpayment of a final invoice by LCWDB due to its late submission of the final invoice shall not possiblegive rise to any claim or cause of action by Subrecipient for nonpayment of service rendered, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for Subrecipient hereby releases LCWDB, its directors, officers, agents, and employees from any reason, Associate will, if feasible, return to Entity or securely destroy and all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide claims by the terms and conditions of this Addendum with respect Subrecipient for nonpayment due to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13late submission.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall These GTC will remain in effect until termination of the Service Agreementterminated. Either party may terminate this Addendum and the Service Agreement effective immediately for cause if it determines that the other is in material breach of the Agreement or, to the extent permitted by law, if the other party becomes insolvent or files or has filed against it a petition in bankruptcy, provided the one who is not in breach gives written notice (with the termination date) and, when in INTESA’s discretion a material breach can be cured, a reasonable opportunity to cure. Should Supplier fail to comply with any obligations whatsoever undertaken, INTESA may request such compliance in writing. If Supplier fails to remedy such non-compliance within the period indicated by the request, the Agreement shall automatically terminate. In this event, INTESA is under no obligation to make any payment for the services performed. INTESA likewise reserves the right to return to Supplier all the components delivered under the PO and to obtain reimbursement of the amount paid to Supplier under the PO, or to withhold said components with payment to Supplier of a sum to be agreed in line with the Price indicated in the PO. In addition to the liquidated damages provided for in the PO, IBM at all events reserves the right to request compensation for any damage it may have suffered. Supplier’s breach (or IBM’s reasonable belief that Supplier has breached or is likely to breach) of the Ethical Dealings provision of these GTC constitutes a material provision breach of this Addendum and failed to cure Agreement and, in such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party event INTESA may terminate this Addendum Agreement immediately on written notice to Supplier, without any liability to INTESA. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and the Service Agreement effective immediately apply to successors and assignees. INTESA may, upon written notice to other partySupplier, terminate a PO i) for cause upon material breach by Supplier or ii) without cause, in each case with termination effective on the date set forth in the notice. Upon termination of this Addendum for any reasontermination, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entityaccordance with INTESA’s written consent prior direction, Supplier will cease work under the relevant PO and deliver to destroying any PHI INTESA, among other things, all Deliverables completed as of which Entity does not maintain a duplicate copythe date of termination and all works in progress. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity derogation of art. 1671 of the conditions that make return or destruction infeasible. With regard Civil Code, upon termination without cause, INTESA will compensate Supplier only for the actual and reasonable expenses incurred by Supplier for work in process up to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by and including the terms and conditions date of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13termination.

Term and Termination. Term and Termination of the Contract by the Operator This Addendum Agreement shall subsist for a period of one (1) calendar year from the date of execution (the “Initial Period”) and unless terminated by either party on notice received by the other no less than sixty (60) days prior to the end of the Initial Period or any subsequent period, the Agreement shall automatically be renewed for a further period of one (1) calendar year. Without prejudice to any claim or right he might otherwise make or exercise, the Operator Company shall have the right to immediately terminate the Contract by notice in Writing to the Contractor if during the course of the Contract the Contractor shall be effective in breach of Contract and the Operator Company shall so inform the Contractor by notice in Writing and should the breach continue for more than ten (10) days (or such longer period as may be specified by the Operator Company) after such notice. The Operator Company shall be entitled to terminate the Contract without liability to the Contractor by giving summary notice to the Contractor if: ° The Contractor makes any voluntary arrangement with his creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or ° A secured party takes possession, or a receiver is appointed over any of the effective date property of the Service Agreement Contractor; or ° The Contractor ceases or threatens to cease to carry on business; or ° The Operator Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Contractor and shall remain in effect until notifies the Contractor accordingly. Any termination of this Contract shall not affect any accrued rights or liabilities of either party nor shall it affect the Service Agreement. Either party may terminate this Addendum and coming into force or the Service Agreement effective immediately if it determines that the other party has breached a material continuance in force of any provision of this Addendum and failed Contract that is expressly or by implication intended to cure come into or continue in force on or after such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other partytermination. Upon termination of this Addendum for the Contract as provided, the Contractor shall forthwith cease work and remove his labor from the Site. However, the Contractor shall not move away from the Site any reasonEquipment whatsoever and shall not remove any temporary buildings, Associate willtools, if feasibleplant, return goods or materials provided by the Contractor until given permission to Entity do in writing by the Operator Company and the Operator Company may complete the purchase of any such Equipment and use any temporary buildings, tools, plant, goods or securely destroy all PHI maintained by Associate in any form materials upon paying or medium, including all copies allowing the Contractor the unpaid price of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents Equipment and subcontractors and return to Entity or securely destroy all a fair price for such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13use.

Term and Termination. This Addendum shall be effective as The Subscription License will commence upon the Effective Date and will continue for the duration of the effective date Subscription License term or until this Agreement is terminated as provided in this Section, as applicable (the “Service Period”). The term of the Service Agreement and shall remain Period will be as set forth in effect until termination of the Service AgreementSchedule. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that or any Schedule on written notice to the other party has breached a if the other party is in material provision breach of this Addendum its obligations hereunder and failed fails to cure such the material breach within thirty (30) days of being notified by the other party such written notice, or within five (5) days of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice if Customer fails to other party. Upon termination make payments as required in this Agreement or Customer breaches Sections 1 (Grant of this Addendum for any reason, Associate will, if feasible, return to Entity License) or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI2 (Restrictions). Notwithstanding the foregoing, Associate if a material failure is not curable, the non- defaulting party may immediately terminate this Agreement upon written notice to the other party. Either party may, in its sole discretion, elect to terminate this Agreement on written notice to the other party upon the bankruptcy or insolvency of the other party or upon the commencement of any voluntary or involuntary winding up, or upon the filing of any petition seeking the winding up of the other party. Upon expiration of the Subscription License or any termination or expiration of this Agreement, the Subscription License granted in Section 1 (Grant of License) will automatically terminate and Tanium shall notify Entity and receive Entity(at Customer’s written consent prior election) destroy or return to destroying any PHI of which Entity Customer all Customer Data in its possession or control that Tanium processes as a data processor. If Customer does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity Tanium of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 election within thirty (30) days following termination or expiry of termination of this Addendumthe Agreement, then Tanium shall automatically destroy all such Customer Data. Associate Tanium shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) not destroy Customer Data to the extent Associate retains (i) it is required by applicable law to retain some or all of Customer Data, or (ii) Customer Data was archived on back-up systems, which Customer Data Tanium shall use commercially-reasonable efforts to securely isolate and protect from any PHI pursuant further processing except to the extent required by such law. Tanium reserves the right to seek all remedies available at law and in equity for Customer’s material breach of this Section 13Agreement.

Term and Termination. This Addendum 5.1 Either party may upon written notice to the other party terminate all or any part of this Agreement without further liability on the part of the party who provides such notice, if the other party: (a) is in Default of this Agreement, however, if the Default can be cured then only if such Default is not cured within fifteen (15) days of receipt of written notice of the Default from the non-defaulting party; or (b) has committed a material breach of this Agreement, which cannot be cured. A party shall be effective in “Default” under this Agreement if it fails to perform any obligation under the Agreement, breaches any representation or warranty under this Agreement, or fails to provide adequate assurance of performance under the Agreement within a reasonable time after written and justifiable demand by the other party. DAC may terminate this Agreement at any time for its convenience, by notice to Supplier, and from and after such notice Supplier shall not make new commitments for any raw materials, inventory or services related to the Products under this Agreement without the prior written approval of DAC. If this Agreement is terminated by DAC for convenience, DAC will pay Supplier for raw materials unique to the Products, work-in-process and finished goods in inventory for the Products authorized under a release or schedule from DAC that are useable and in a merchantable condition (“Inventory”) remaining in Supplier’s possession on the termination date, after receipt of payment for such Inventory from DAC’s customer and delivery of such Inventory to DAC. The purchase price for the Inventory, which shall be Supplier’s sole and exclusive recovery from DAC on account of termination for convenience, will be (a) the contract price for all conforming Products that have been completed in accordance with this Agreement as of the termination date and not previously paid for, plus (b) the actual documented costs of work-in-process and raw materials incurred by Supplier in furnishing the Products to the extent such costs are reasonable in amount and which can be apportioned under generally accepted accounting principles to the terminated portion of this Agreement, less (c) the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Supplier with DAC’s written consent. If DAC’s customer is unreasonably delayed in making payment for Inventory, DAC shall negotiate a good faith settlement with Supplier. In no event will DAC be required to pay for Inventory that Supplier fabricates or procures in amounts that exceed amounts authorized in DAC’s delivery release or schedules, nor will DAC be required to pay for any goods or materials that are in Supplier’s standard stock or that are readily marketable. Payments made under a termination for convenience will not exceed the aggregate price for finished goods that would be produced by Supplier under a delivery release or schedule outstanding on the date of termination. Within sixty (60) days after the effective date of the Service Agreement a termination for convenience, Supplier will submit a detailed termination claim to DAC, with sufficient supporting data to permit an audit by DAC, and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum will thereafter promptly furnish any supplemental and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13supporting information DAC reasonably requests.

Term and Termination. This Addendum The Term of this Agreement shall be effective as one (1) year from the Acceptance Date hereof and shall be automatically renewed for consecutive one (1) year Terms thereafter unless written notice of termination is given by Borrower or Lender to the other at least sixty (60) days prior to the end of the effective date of original or any renewed Term. Notwithstanding anything herein to the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party contrary, Lender may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision Term of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is Agreement at any time upon giving not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within less than forty-five (45) days days’ notice, in which event the provisions of Section 10.12 hereof shall not apply for any period after the Termination Date set forth in such notice. Any termination of the Term hereof shall not affect Lender’s security interest in the Collateral, and this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum Agreement shall survive termination and remain in effect until all transactions entered into and Obligations incurred hereunder have been completed and indefeasibly paid and satisfied in full. Nothing herein contained shall affect or limit Lender’s rights or remedies under Article IX of this Agreement. Commencing one (a1) until Associate year after the Acceptance Date and at the option of Lender, provided no Event of Default has completed occurred and not been waived by Lender, in the return or destruction event Borrower obtains replacement financing from an FDIC insured depository institution, the proceeds of PHI as required by this Section 13 and (b) which are applied to the extent Associate retains any PHI pursuant full and non-avoidable payment of all Obligations, Borrower may terminate the Term of this Agreement upon giving not less than sixty (60) days advance notice to this Lender, which notice shall be irrevocable. Upon such payment in full of the Obligations, the provisions of Section 1310.12 hereof shall not apply.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall remain in full force and effect until termination for as long as the Licensee is in compliance with the standards detailed in Exhibit B to this Agreement. The Licensee shall immediately notify the Licensor of any noncompliance. If the Licensee makes any assignment of assets or business for the benefit of creditors; or if a trustee or receiver is appointed to administer or conduct its business or affairs; or if it is adjudged in any legal proceeding to be either voluntary or involuntary bankrupt; or if at any time during the term of this Agreement, the Licensee’s management personnel changes in such a way as to negatively impact the Licensee’s operation; or if any part or all the shares of the Service Licensee’s stock shall be transferred by sale, assignment, merger, or operation of law so that more than twenty-five percent (25%) of the Licensee’s stock is transferred, then all the rights granted herein shall cease and terminate without prior notice or legal action by the Licensor. Should the Licensee fail to comply with any provision of this Agreement. Either party , the Licensor may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within upon thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon days’ written notice to other partythe Licensee, provided that the Licensee has not corrected such default during the notice period. This Agreement also shall terminate upon the Licensee’s being given written notice by the Licensor that, in the Licensor’s sole discretion, the Licensee’s Product(s) bearing the Certification Marks have ceased to satisfy the requirements of this Agreement. Upon the termination of this Addendum for Agreement, all rights granted to the Licensee shall cease, except to the extent necessary to enable the Licensee to dispose of any reasonremaining stock or inventory bearing the Certification Marks; however, Associate will, if feasible, return to Entity in no event shall the Licensee distribute or securely destroy all PHI maintained by Associate in market any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in Product(s) with the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding Certification Marks more than three (3) months after the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this AddendumAgreement. Associate shall provide Entity with written certification of its compliance with The Licensor may seek an injunction or utilize any other legal or equitable remedy to enforce this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum shall be effective as The Term of this Agreement is set forth on the effective date of the Service Agreement and shall remain in effect until termination first page of the Service Agreement. Either party may terminate this Addendum and Agreement in the Service Agreement effective immediately if it determines event that the other party has breached a material provision materially breaches any of the terms or conditions of this Addendum Agreement and failed fails to cure such said breach within thirty (30) days of being notified by the other party of the breach. If after its receipt from the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon of written notice outlining such breach. Notification of the breach must be sent by the non-breaching party to other partythe breaching party via a nationally recognized overnight carrier service. Upon termination Material breach, for purposes of this Addendum for Agreement, means a breach of any reasonterm or condition of this Agreement, Associate willincluding, if feasiblewithout limitation, return to Entity or securely destroy Customer’s timely payment of all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHIamounts due under this Agreement. Notwithstanding the foregoing, Associate shall notify Entity and receive EntityCUSA will have the right to immediately terminate this Agreement or Customer’s written consent prior to destroying Platinum Service Plan coverage for any PHI of which Entity does not maintain a duplicate copy. Equipment under this Agreement as further provided in the Section below entitled “Exclusions.” In the event that Associate determines that returning or destroying Customer terminates this Agreement for any PHI is infeasiblereason other than due solely to CUSA’s uncured material breach, Associate shall promptly notify Entity Customer will be required to immediately pay to CUSA all amounts due and owing under this Agreement as of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyeddate of the early termination, Associate may maintain such PHI but shall continue to abide by plus twenty percent (20%) of the terms and conditions remaining quarterly charges due under this Agreement for the remainder of the Term of this Addendum with respect Agreement. In addition, as applicable, CUSA will be entitled to such PHI recover any other damages available to it at law or equity. Charges - Customer will be billed in advance for the upcoming quarter and shall limit its further use or disclosure of such PHI payment in full in U.S. dollars is due to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 CUSA within thirty (30) days of termination the invoice date (“Due Date”). Applicable taxes will be added to the charges and reflected in the invoice sent to Customer. Prepaid charges will not be refundable except as expressly provided in subsection (b) of this Addendumthe Section below entitled “Exclusions.” Customer will be placed on collect on delivery (COD) status if payment is not received on the Due Date. Associate shall provide Entity with written certification A late charge of 1.5% per month (or the maximum legal interest rate allowed by applicable law, if less) will be assessed for payments not received by the Due Date. Additionally, CUSA may withhold performance of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination Agreement in whole or in part until any delinquent payment is received by CUSA. If payment is delinquent and remain cannot be collected on demand or during the cure period set forth in effect (a) until Associate has completed the return or destruction of PHI as required Section entitled “Termination,” Customer agrees to pay all costs and expenses incurred by this Section 13 CUSA, including, without limitation, reasonable attorney’s fees and (b) court costs, in connection with CUSA’s efforts to the extent Associate retains collect any PHI payment due by Customer pursuant to this Section 13Agreement. Customer is responsible for all state, local or excise taxes levied on Service or sales during the Term of this Agreement. If Customer is tax-exempt, a current tax-exemption certificate must be mailed to CUSA immediately upon execution by Customer of this Agreement.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision The term of this Addendum and failed to cure such breach within Agreement shall commence on the Effective Date and, unless the Agreement is otherwise terminated, the term shall continue until this Agreement is terminated by at least thirty (30) days of being notified prior written Notice by a Party hereto given to the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHIother. Notwithstanding the foregoing, Associate shall notify Entity this Agreement may be terminated by: (a) either Party, upon breach and receive Entity’s not less than fifteen (15) days prior written consent prior Notice to destroying any PHI the breaching Party, unless, if the breach is capable of which Entity being cured, the breach is cured within the Notice period; (b) Nasdaq, immediately, in the event Subscriber becomes insolvent; or Subscriber makes an assignment for the benefit of creditors; or Subscriber does not maintain pay its debts as they become due or admits, in a duplicate copy. In record, its inability to pay its debts to Nasdaq when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) Nasdaq immediately, in the event that Associate Subscriber is not permitted to receive or Nasdaq is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that Nasdaq, in its sole discretion, determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity failure on the part of the conditions that make return Subscriber to comply with the Agreement has or destruction infeasible. With regard is likely to any PHI that Entity agrees cannot feasibly be returned to Entity have an adverse impact on the operation or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction performance of the PHI infeasible. Associate shall comply with this Section 13 within thirty Service or any of Nasdaq; (30d) Nasdaq, upon not less than fifteen (15) days of termination of this Addendum. Associate shall provide Entity with prior written Notice, in the event that any material consent, representation, warranty or certification of its compliance with this Section 13 made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within forty-five (45) days of termination of this Addendum. the Notice period; Upon termination of this Addendum Agreement for any reason, Subscriber shall cease any and all use of Associate’s obligations under this Addendum the Service and shall, upon request, provide certification to Nasdaq that it has done so. Subscriber acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall survive termination and remain in effect (a) until Associate has completed the return not be deemed or destruction of PHI as required by this Section 13 and (b) considered to be, and, to the extent Associate retains permitted by applicable law, Subscriber waives any PHI pursuant right to this represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by Nasdaq as contemplated in Section 1311A of the Act or any other provision of such Act, or any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with respect to a breach by the other Party. Section 10.

Term and Termination. This Addendum Agreement shall be effective as of commence on the effective date of the Service Agreement Effective Date and shall remain in effect until terminated in accordance with the terms of this Section 9, provided, however, that any termination shall not affect the respective obligations or rights of the Service AgreementParties arising under this Agreement prior to the effective date of termination, all of which shall continue in accordance with their terms. Either party may Covered Entity shall have the right to terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within for any reason upon thirty (30) days of being notified by the other party written notice to Business Associate. Covered Entity, at its sole discretion, may immediately terminate this Agreement and shall have no further obligations to Business Associate hereunder if any of the breachfollowing events shall have occurred and be continuing: Business Associate shall fail to observe or perform any material covenant or obligation contained in this Agreement for ten (10) calendar days after written notice thereof has been given to Business Associate by Covered Entity; or A violation by Business Associate of any provision of HIPAA or ARRA or applicable laws or regulations relating to the obligations of Business Associate under this Agreement. If Termination of this Agreement for either of the non-breaching party determines that cure two reasons set forth in Subsection 9.3 above shall be cause for Covered Entity to immediately terminate for cause any Business Arrangement pursuant to which Business Associate is not possibleentitled to receive PHI from Covered Entity. Upon the termination of all Business Arrangements, such party either Party may terminate this Addendum and the Service Agreement effective immediately upon by providing written notice to the other partyParty. Upon termination of this Addendum Agreement for any reason, Business Associate will, if feasible, agrees either to return to Covered Entity or securely to destroy all PHI maintained by Associate in any form received from Covered Entity or mediumotherwise through the performance of services for Covered Entity, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI that is in the possession or control of Business Associate or its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyagents. In the event that Associate determines that returning case of PHI which is not feasible to “return or destroying any PHI is infeasible, destroy,” Business Associate shall promptly notify Entity of retain only that PHI which is necessary for the conditions that make return Business Associate to continue its proper management and administration or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyedcarry out its legal responsibilities, Associate may maintain such PHI but shall continue to abide by and will extend the terms and conditions protections of this Addendum with respect Agreement to such PHI and shall limit its further use or disclosure uses and disclosures of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction infeasible, for so long as Business Associate maintains such PHI. Business Associate further agrees to comply with other applicable state or federal laws, which may require a specific period of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13retention, redaction, or other treatment of such PHI.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Card Services Agreement and shall remain in full force and effect until for an initial term of three (3) years. This Card Services Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended, unless Xxxxxxxx gives written notice of termination as to the entire Card Services Agreement or a portion thereof at least 60 days prior to the expiration of the Service Agreementinitial term or any extension or renewals thereof, in which case this Card Services Agreement will terminate at the end of the then-current term. Either party Notwithstanding the foregoing, Global Direct may terminate this Addendum and the Service Card Services Agreement effective immediately if it determines that the other party has breached a material or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default in performing under any provision of this Addendum Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and failed swiped through the Merchant's terminal or other card reader, upon any failure to cure follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Xxxxxxxx, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, upon a material change in the Merchant's average ticket or volume as stated in the Merchant Application, or in the event Global Direct reasonably deems itself insecure in continuing this Card Services Agreement. In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within thirty (30) days of being notified by such notice. Failure to remedy such a breach shall make this Card Services Agreement terminable, at the other party option of the breachMerchant, at the end of such thirty (30) day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (or debited) to Merchant's account(s). If the non-breaching party determines that cure is not possibledeposit has already been posted to Xxxxxxxx's account(s), such party may terminate this Addendum said posting will be reversed and the Service Agreement effective immediately upon written notice deposit returned to other partyMerchant. Upon termination Termination of this Addendum for Card Services Agreement shall not affect Merchant's obligations which have accrued prior to termination or which relate to any reason, Associate will, if feasible, return indebtedness purchased hereunder prior to Entity or securely destroy all PHI maintained by Associate in any form or mediumtermination, including all copies of but not limited to chargebacks even if such PHI, at no cost to Entity. Further, Associate shall recover any PHI chargebacks come in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyafter termination. In the event that Associate determines that returning or destroying any PHI is infeasibleof termination, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard all equipment leased from, and software provided by, Global Direct including but not limited to any PHI that Entity agrees cannot feasibly imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Global Direct at Merchant's expense.

Term and Termination. This Addendum The term of this Agreement shall be effective for a one-year period commencing (the “Term”) unless earlier terminated: by either party's giving to the other not less than ninety (90) days’ notice (the “Period of Notice”) in writing of termination of the Agreement either as a whole or with respect to any specified product or products or any project or services; or otherwise pursuant to the provisions of this Agreement. The rights, duties and responsibilities of each of Client and Agency under this Agreement shall continue in full force during the Period of Notice including without restriction the ordering and billing of advertising in media for time or space to run within the Period of Notice. At the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum Agreement (the “Termination Date”) Agency agrees to transfer and make available to Client or to its authorized representatives without additional cost all Marketer Materials, Marketer Data and all other property and materials belonging to Client or purchased for any reasonClient and all information regarding Client's advertising and all reservations, Associate willcontracts and arrangements with advertising media or others for advertising space, if feasibletime or materials yet to be used, return and all rights and claims thereto and therein and Client shall assume all obligations and liabilities in relation to Entity such reservations, contracts and arrangements. Without limiting the generality of the foregoing Client shall be responsible for payment or securely destroy all PHI maintained by Associate in any form or medium, including all copies timely cancellation of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHIreservations, contracts and arrangements including residuals. Agency agrees to cooperate with Client, both parties acting reasonably, in developing a written transition plan (the “Transition Plan”) respecting the termination of this Agreement and any transfer of responsibility for the services provided by Agency under this Agreement either to another marketing communications agency (the “Successor Agency”) or to Client. The Transition Plan shall be finalized no later than [(60) sixty days] prior to the Termination Date and shall address all transition issues including but not limited to: establishment of a transition period and a timetable for activities; ongoing activities during the transition period; familiarization of the Successor Agency and as applicable Client with existing procedures relating to the services provided by Agency; reconciliation of all financial matters; physical transfer of materials; and identification of any transition costs. Agency shall cooperate with Client and any Successor Agency to facilitate execution of the Transition Plan. Agency will make available its Executive Vice-President and its Director of Client Services (or equivalent officials) and its Account Manager to assist in ensuring that the Transition Plan is completed successfully. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity terms of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyedTransition Plan, Associate may maintain such PHI but the provisions of this Agreement shall continue to abide by apply unamended and in the terms event of any conflict between this Agreement and conditions the Transition Plan, the provisions of this Addendum Agreement shall govern. Agency acknowledges and agrees that Client has no obligation or liability whatsoever with respect to such PHI any matters internal to Agency’s operations including without restriction the employment of staff and shall limit its further increases or decreases in staffing levels in connection with this Agreement. [Optional Post-Termination Commission Entitlement Clause If, at the Termination Date, there is any unused or unpublished advertising authorized by and created by Agency for Client, Agency will be entitled to Agency Commission (as defined in Appendix I hereto), out-of-pocket costs and fees for the first general use or disclosure of such PHI advertising in space and/or broadcast media provided that Client uses such advertising within one (1) year from the Termination Date but not otherwise. If any art, mechanical production or television or radio commercials are purchased by Agency with Client's approval and are used only after the Termination Date, Agency is entitled to those purposes that make return Agency Commission on the original cost thereof. In no other event is Agency to receive full remuneration or destruction commission in connection with space, time or material, the payment for which shall become due to the owner of an advertising medium or others after the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.]

Term and Termination. This Addendum shall be effective as The term of this Agreement begins on the effective date of the Service Agreement Effective Date and shall will remain in effect until termination all Subscription Licenses (and Maintenance and Support Terms, if applicable) expire or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the “Term”). This Agreement may be renewed at any time by execution of an Order Form referencing this Agreement and any such renewal will be deemed part of the Service Agreement“Term” hereunder. Either With respect to each Order Form, (i) each Subscription Licence contained therein shall automatically renew for additional Licence Terms of the same duration and at a price equal to the then-current list price less the discount contained in the renewing Order Form; and (ii) for perpetual licences contained therein, the Maintenance and Support Term will automatically renew for additional periods of the same duration and at the then-current Maintenance and Support Fees; in each case, excluding any items sold at no cost and/or other discounts containing the words “one-time”, and unless either party may terminate this Addendum requests termination by written notice at least thirty (30) days prior to the end of the then- current term (such notice must be provided by End User to xxxxxxxxxxx@xxxxxxxxxxx.xxx). Any such renewal terms shall be deemed part of the Licence Term or Maintenance and the Service Agreement effective immediately if it determines that the other Support Term, as applicable. If either party has breached commits a material provision breach of this Addendum Agreement, and failed to cure such breach has not been cured within thirty (30) days after receipt of being notified by the other party of the breach. If written notice thereof, the non-breaching party determines that cure is not possible, such party may terminate this Addendum and Agreement, except that AppDynamics may immediately terminate this Agreement and/or End User’s licence to the Service Software upon End User’s breach of clause 1.2. Either party may also terminate this Agreement effective immediately upon written notice to if the other partyparty suspends payment of its debts or experiences any other insolvency or bankruptcy-type event. Upon expiry or termination of this Addendum Agreement for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum (i) with respect to such PHI Subscription Licences, all rights granted to End User shall terminate and End User shall limit its further use destroy any copies of the Software and Documentation within End User’s possession and control and (ii) each Receiving Party will return or disclosure destroy, at the Disclosing Party’s option, the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control. All fees that have accrued as of such PHI expiry or termination, and clauses 1.2, 1.3, 1.4, 1.5, 2, 3, 4, 6, 7.2 and 8 to those purposes that make return 17 inclusive, will survive any expiry or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13hereof.

Term and Termination. 6.1 This Addendum shall be effective as of the effective date of the Service Agreement and shall remain in full force and effect until termination of terminated as hereinafter provided. This Agreement may be terminated by the Service Agreement. Either party may terminate this Addendum and Licensor in the Service Agreement effective immediately if it determines event that the other party has breached a Licensee shall be in material provision breach of this Addendum any provisions hereof and failed shall fail to cure remedy such material breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon after receiving written notice to other party. Upon termination of this Addendum for any reasonthereof from the Licensor; provided, Associate willhowever, if feasiblethat, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does this Agreement may not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide terminated by the terms and conditions of this Addendum Licensor if, with respect to a material breach which is incapable of cure during such PHI 30 day period, after such 30 day period, the Licensee is continuing to be diligently and in good faith seeking to cure such failure, but in any event such attempt to cure shall not exceed a six (6) month period, commencing upon the date of receipt by the Licensee of the Licensor's notice of material breach. All rights and licenses granted under or pursuant to this Agreement by the Licensor to the Licensee are, and shall limit otherwise be deemed to be, for purposes of 11 U.S.C. 365, licenses of "intellectual property" as defined under 11 U.S.C. 101(56). If a judgment is entered into against the Licensee in regards to any bankruptcy proceedings, for its own account, under the Bankruptcy Code, or should the Licensee dissolve and/or wind up its business and affairs, this Agreement shall terminate . The Parties further use agree that, in the event of a commencement of a bankruptcy proceeding by or disclosure against the Licensor under the Bankruptcy Code, the Licensee shall be entitled to a complete duplicate of (or complete access to, as appropriate) the Licensed Software and any such PHI to those purposes that make return or destruction intellectual property and all embodiments of the PHI infeasible. Associate Licensed Software and such intellectual property, and same, if not already in its possession, shall comply with this Section 13 within thirty be promptly delivered to the Licensee (30i) days upon any such commencement of termination of this Addendum. Associate shall provide Entity with a bankruptcy proceeding, upon written certification request therefor by the Licensee, unless the Licensor elects to continue to perform all of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect Agreement, or (aii) until Associate has completed if not delivered under (i) above, upon the return rejection of this Agreement by or destruction on behalf of PHI as required the Licensor upon written request therefor by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Licensee.

Term and Termination. This Addendum The original term of this Agreement shall be effective as commence on the earlier of the effective date of this Agreement or the Service date the Information is provided and continue unless this Agreement and shall remain in effect until termination of the Service Agreementis otherwise terminated. Either party This Agreement may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within be terminated at any time by at least thirty (30) days days’ prior written notice by a party hereto given to the other. Notwithstanding the foregoing, this Agreement may be terminated by: either party, following breach of being notified by the other party of the breach. If the non-breaching party determines that cure is this Agreement, upon not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon less than fifteen (15) days’ prior written notice to the breaching party, unless, if the breach is capable of being cured, the breach is cured within the notice period; OTC Markets Group, immediately, in the event that the Distributor becomes insolvent; or the Distributor makes an assignment for the benefit of creditors; or the Distributor does not pay its debts as they become due or admits its inability to pay its debts when due; or the Distributor files or has filed against it any petition under any provision of the Bankruptcy Code or the bankruptcy code of any foreign jurisdication, or an application for a receiver, trustee, or custodian is made by anyone or the Distributor becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; OTC Markets Group, immediately, in the event that (a) the Distributor is not permitted or not able to receive or OTC Markets Group is prevented from disseminating the Information, or any part thereof; (b) any representation, warranty or certification made by Distributor in this Agreement or in any other partydocument furnished by Distributor is, as of the time made or furnished, false or misleading; (c) Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, that is material to OTC Markets Group for regulatory, commercial or other reasons, made by Distributor in connection herewith, after OTC Markets Group has notified Distributor that such proposed action would constitute a default hereunder; (d) OTC Markets Group terminates for cause Distributor’s receipt of any other service or product provided by or on behalf of OTC Markets Group; or (e) OTC Markets Group, in its sole and absolute discretion, determines that (x) the Distributor has failed to comply with this Agreement and (y) any delay in termination will or is likely to have an adverse impact on the operation or performance of the System or Information or is likely to cause disproportionate harm to OTC Markets Group’s interests; or OTC Markets Group, upon not less than fifteen (15) days prior written notice, in the event that any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor becomes untrue or inaccurate and is not made true or accurate within the notice period. Without limiting this Section 9, in the event that Distributor fails, for a period of at least sixty (60) days, to pay to OTC Markets Group any amount payable hereunder, OTC Markets Group may, in its sole discretion, terminate or suspend indefinitely Distributor’s access to any or all of the Information. Upon termination of this Addendum for Agreement, or termination or suspension of Distributor’s access to Information, Distributor shall cease any reasonand all use of the Information. The rights of termination and suspension set forth herein are in addition to any other remedy at law or in equity, Associate willconsistent with this Agreement, if feasiblethat is available to one party with respect to a breach by the other and is in addition to anything otherwise set forth herein. Confidentiality and Data Privacy. OTC Markets Group acknowledges that it may obtain Distributor’s Confidential Information, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies and Distributor acknowledges that it may obtain OTC Markets Group’s Confidential Information. Each of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents OTC Markets Group and subcontractors and return to Entity or securely destroy Distributor hereby agree that all such PHIConfidential Information, and any related confidential oral information, shall be deemed confidential upon disclosure to the recipient. Notwithstanding The recipient shall (i) use such Confidential Information solely for use consistent with the foregoingpurposes of this Agreement, Associate (ii) hold such Confidential Information in confidence and (iii) not use, disclose, copy, or publish any such Confidential Information without the prior written approval of the other party except as otherwise set forth herein. OTC Markets Group or the Distributor each may disclose Confidential Information to each of their respective employees, directors, and other agents solely for use consistent with the purposes of this Agreement, provided that any such officer, employee or adviser shall notify Entity be advised of the terms and provisions of this Agreement and shall be bound to keep such information confidential at the time any of them receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copysuch Confidential Information. In the event that Associate determines either party is required by legal, administrative or judicial process by an entity having jurisdiction over either of them to disclose any of their respective Confidential Information, the party from whom disclosure is sought shall provide the party seeking confidential treatment with prompt prior written notice of such requirement, unless prohibited by law, and shall cooperate with the party seeking confidential treatment, at such party's expense, so that returning such party may seek a protective order or destroying any PHI other appropriate remedy to avoid disclosure and, if requested by such party, shall cooperate in lawfully resisting such disclosure. In the event that such protective order or other remedy is infeasiblenot obtained, Associate shall promptly notify Entity or the party seeking confidential treatment informs the party from whom disclosure is sought that it will not seek such a protective order or other remedy, the party from whom disclosure is sought may disclose only that portion of the conditions Confidential Information that it determines, based on the advice of counsel, is legally required to be disclosed, and shall make return all reasonable best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Nothing contained in this Agreement shall prevent OTC Markets Group from using findings from audits conducted by its personnel or destruction infeasibleits agents to the extent such findings are used in the aggregate with other information and such aggregation does not specifically identify Distributor. With regard The parties acknowledge that Data Protection Laws may apply to OTC Markets Group’s collection, storage, processing or use of Personal Data. OTC Markets Group may process Personal Data of Recipients and other end-users of the Information for the limited purpose of performing its obligations and exercising its rights under this Agreement (including, but not limited to, reporting and auditing under Sections 6 and 7 herein). Distributor agrees to provide OTC Markets Group with such Personal Data, as reasonably requested by OTC Markets Group for these limited purposes. OTC Markets Group’s current publicly-posted Privacy Statement (xxxxx://xxx.xxxxxxxxxx.xxx/privacy-statement) (the “Privacy Policy”) shall apply to individuals whose Personal Data is collected, stored, processed, disclosed or used by OTC Markets Group. Distributor agrees to refer any PHI that Entity agrees cannot feasibly individual whose Personal Data may be returned processed by OTC Markets Group to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum Privacy Policy with respect to such PHI and shall limit its further use the individual’s rights under applicable Data Protection Laws. Where Distributor is incorporated or disclosure of such PHI to those purposes that make return or destruction organized in any member state of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reasonEuropean Economic Area, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) parties acknowledge that certain additional Data Protection Laws may apply to the extent Associate retains any PHI pursuant transfer of Personal Data from Distributor to OTC Markets Group and the parties may be required to enter into the Data Processing Addendum to this Section 13Distribution Agreement. LIMITED WARRANTIES AND DISCLAIMERS. OTC MARKETS GROUP WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE INFORMATION AS PROMPTLY AND AS ACCURATELY AS IS REASONABLY PRACTICABLE. NOTWITHSTANDING THE FOREGOING, DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT THE INFORMATION, ANY AND ALL MATERIAL RELATED TO THE INFORMATION, AND ANY OTHER PRODUCT THAT OTC MARKETS GROUP DIRECTLY OR INDIRECTLY PROVIDES ARE PROVIDED “AS IS” WITH NO WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE AS A RESULT OF A FAILURE BY OTC MARKETS GROUP TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OTC MARKETS GROUP WILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER PERSONS, TO CORRECT ANY SUCH FAILURE. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE, IS DELAYED, IS INTERRUPTED, IS INCOMPLETE OR IS NOT ACCURATE OR IS OTHERWISE MATERIALLY AFFECTED FOR A CONTINUOUS PERIOD OF FOUR (4) HOURS OR MORE DURING THE TIME THAT OTC MARKETS GROUP REGULARLY TRANSMITS THE INFORMATION, DUE TO THE FAULT OF OTC MARKETS GROUP (EXCEPT FOR A REASON PERMITTED IN THIS AGREEMENT), DISTRIBUTOR'S OR ANY OTHER INDIVIDUAL'S OR ENTITY'S EXCLUSIVE REMEDY AGAINST OTC MARKETS GROUP SHALL BE, AT OTC MARKETS GROUP’S OPTION, EITHER A PRORATED CREDIT OR A PRORATED REFUND OF ANY MONIES DUE TO OTC MARKETS GROUP FROM DISTRIBUTOR (LESS MONIES REFUNDED OR CREDITED TO DISTRIBUTOR'S RECIPIENTS AND ISSUERS) FOR THE INFORMATION AT ISSUE FOR THE PERIOD AT ISSUE. SUCH CREDIT OR REFUND SHALL BE REQUESTED BY WRITTEN NOTICE TO OTC MARKETS GROUP WITH ALL PERTINENT DETAILS INCLUDED. IN THOSE CASES WHERE DISTRIBUTOR RECEIVES SAID CREDIT OR REFUND ON BEHALF OF ITS RECIPIENTS OR ISSUERS, DISTRIBUTOR SHALL PROMPTLY PROVIDE THE SAME CREDIT OR REFUND ON BEHALF OF OTC MARKETS GROUP TO DISTRIBUTOR INVOICED RECIPIENTS. BEYOND THE WARRANTIES STATED IN THIS SECTION, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).

Term and Termination. This Addendum (a) Subject to Section 12(b), this Agreement shall be effective as terminate on the earliest to occur of (i) the election of the Sub-Manager, upon the expiration of the Initial Term of the Management Agreement, to terminate this Agreement, (ii) the termination of the Management Agreement by the REIT, or (iii) the effective date of the Service Agreement and shall remain in effect until termination removal of the Service Agreement. Either party may terminate Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but unpaid Sub-Manager Base Management Fee and any other amounts payable under this Addendum and Agreement with respect to periods prior to, on or in connection with the Service Agreement effective immediately if it determines that Termination Date shall survive the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reasonAgreement; provided, Associate willfurther, if feasiblethat, return subject to Entity or securely destroy all PHI maintained by Associate in any form or mediumthe foregoing proviso, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession event of its agents and subcontractors and return termination pursuant to Entity clause (i) or securely destroy all such PHI. Notwithstanding (iii) above, there shall be no Sub-Manager Termination Fee paid to the foregoingSub-Manager and, Associate in the event of termination pursuant to clause (ii) or (iii) above, there shall notify Entity and receive Entity’s written consent prior be no Final Payment paid to destroying any PHI of which Entity does not maintain a duplicate copythe Sub-Manager. In the event that Associate determines that returning of a termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or destroying any PHI is infeasibleof its Affiliates, Associate shall promptly notify Entity on the one hand, and the Manager, on the other hand, enter into a new management agreement effective within six months of the conditions that make return or destruction infeasible. With regard such termination, this Agreement will be deemed to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum apply with respect to such PHI and new management agreement, and, without limiting the foregoing, for purposes of Section 9(a), the Termination Date shall limit its further use be deemed not to have occurred; provided, however, that the Sub-Manager shall not be entitled to receive any fees during any period in which the Manager does not receive fees from the REIT or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification any of its compliance Affiliates. In the event the Sub-Manager believes in good faith that this Agreement should be amended to reflect differences between the new management agreement and the Management Agreement, the Sub-Manager shall enter into good faith negotiations with this Section 13 within fortyregard to any such appropriate amendments. Notwithstanding any delay in executing any such amendment, the Sub-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum Manager shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) be entitled to the extent Associate retains any PHI pursuant accrual for payment of fees (on the terms as so amended) commencing upon the receipt of management fees by the Manager with regard to this Section 13such new agreement.

Term and Termination. This Addendum shall be effective as The term of this Agreement begins on the effective date of the Service on which You accept this Agreement in accordance with Section 25 below, and shall remain continue in effect until termination of the Service Agreement. Either party unless terminated as follows: You or IWBI may terminate this Addendum Agreement in whole or in part at any time upon thirty (30) days written notice; provided that IWBI will not terminate this Agreement for so long as You remain in compliance with this Agreement, You have paid applicable Fees and the Service WELL Program remains in effect. IWBI may terminate this Agreement effective immediately in full (or as it relates to any Project enrolled under this Agreement), if it determines that the other party has breached a material provision of You breach Your obligations under this Addendum Agreement, and failed You fail to cure such breach within thirty (30) days from the date of being notified notice of breach provided to You by IWBI. Such breach of obligations shall include, without limitation, to failure to timely pay any Fees due under this Agreement, Your misuse of any Marks or other intellectual property held by IWBI or its affiliates, and any misstatement, whether intentionally or unintentionally made, in the Project Information that You submit in connection with the WELL Program. This Agreement will automatically terminate in full (or as it relates to any Project enrolled under this Agreement) if You receive notice in the form of a WELL report (the “WELL Report”) or other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to You that Your Project has failed to achieve WELL Certification, whichever is applicable, and You (i) indicate, through the Platform or by other partywritten notice, Your acceptance of such WELL Report or other written notice of this determination, or (ii) have exhausted all opportunities to appeal this determination. This Agreement will automatically terminate in full (or as it relates to any Project enrolled under this Agreement) upon: (i) for certification sought under the WELL Building Standard, the fifth (5th) year anniversary of the date on which You enrolled the Project, if You have failed to undertake and submit measurements for performance review for the Project on or before said fifth (5th) year anniversary; (ii) for certification sought under the WELL Community Standard, the tenth (10th) year anniversary of the date on which You enrolled the Project, if You have failed to undertake and submit measurements for performance review for the Project on or before said tenth (10th) year anniversary; or (iii) for certification sought under either the WELL Building Standard or WELL Community Standard upon (a) the complete or substantial demolition of the Project; (b) Your failure or unwillingness to comply with any applicable Project Type Requirements or conditions of WELL Certification; or (c) the revocation, termination or expiration of WELL Certification for the Project as set forth in the Certification Guidebook. Moreover, with respect to the WELL Community Standard, this Agreement is subject to termination upon Your failure to submit documentation for WELL Precertification for the Project within five (5) years of registration or Your failure to register the minimum number or percentage of total building count or total gross building area, as applicable, within two (2) years of registration without obtaining an extension from IWBI. Upon termination of this Addendum Agreement pursuant to Section 9.1 above: Your access to the Application(s) for the associated Project will be revoked, and IWBI may, in its sole discretion, delete or destroy any reason, Associate will, if feasible, return such Application(s) and Form(s) and all data therein. All of Your rights to Entity or securely destroy use the Marks pursuant to the license granted under Section 8.2 will terminate and You must immediately discontinue all PHI maintained use and display of the Marks. All Fees owed by Associate in any form or medium, including all copies You as of the effective date of such PHI, at no cost to Entity. Further, Associate shall recover any PHI termination must be paid in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 full within thirty (30) days of the effective date of such termination. There shall be no refund of any fees paid or owed under this Agreement. Upon the expiration or earlier termination of this Addendum. Associate Agreement, You agree that You shall provide Entity with written certification of its compliance with not seek or be entitled to any remuneration, fees, costs, damages or any other relief (legal or equitable) or compensation whatsoever, except as set forth in this Section 13 within forty-five (45) days of termination of this Addendum9.2. Upon termination of this Addendum Agreement for cause, You acknowledge that IWBI may revoke WELL Certification in addition to any reasonother remedies it may have under this Agreement, all at law or in equity. Further, upon the expiration or early termination of Associate’s this Agreement, both parties agree that they shall not seek or be entitled to any remuneration, fees, costs, damages or any other relief (legal or equitable) of compensation whatsoever, except as set forth in this Section 9.2. It is expressly understood and agreed that the parties’ respective obligations under this Addendum Agreement in Articles 6 and 7, Sections 8.1, 8.3, 8.4 and 8.5, Articles 9 through 13, and Articles 17 through 24 shall survive any termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum Agreement shall be effective as upon its execution but operative upon Owner's transmission of the effective date of the Service Agreement and shall remain in effect until termination of the Service any Receivable File(s) to Servicer for servicing pursuant to this Agreement. Either party may terminate this Addendum Such transmission and acceptance thereof by Servicer shall be acknowledged by both parties in writing declaring the Service Agreement effective immediately if it determines that day on which such transmission occurs as the other party has breached a material provision operative date (the "Operative Date") of this Addendum and failed Agreement. Owner acknowledges that upon execution of this Agreement, Servicer will incur considerable expense to cure such breach prepare an environment into which Receivable Files will be transmitted for servicing. As a consequence, if Owner fails to commence transmitting Receivable Files as contemplated by this Agreement within thirty (30) calendar days after Servicer has declared such environment ready to accept such Receivable Files, Owner agrees to pay Servicer ten thousand dollars and no cents ($10,000) in liquidated damages due and payable upon demand. Payment of being notified such liquidated damages shall be in lieu of Owner's obligations to pay the Initial Termination Fee or the Termination Fees as defined herein. Furthermore, upon payment of such liquidated damages, this Agreement shall be terminated. The Term of this Agreement shall be for an initial period (the "Initial Period") of one year from the date hereof, renewable by the other party Servicer on each anniversary of the breachdate hereof (the "Anniversary Date") for an additional one year such that, if so renewed, the Term of this Agreement shall be extended one year from each such Anniversary Date. If the non-breaching party determines that cure is not possible, such party may terminate Servicer shall renew this Addendum and the Service Agreement effective immediately upon by giving written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession Owner of its agents and subcontractors and return desire to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within renew at least thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within but no more than forty-five (45) days prior to each Anniversary Date hereof. Upon each such renewal of termination the Agreement, the parties hereto shall renegotiate the Servicing Fee to be assessed by Servicer and paid by Owner for the succeeding Term of this AddendumAgreement. Upon termination In the event Owner and Servicer cannot agree to the amount of the Servicing Fee, the Agreement will terminate on the Anniversary Date. Owner reserves the right to prevent renewal of this Addendum Agreement for any reasonadditional one year period by providing Servicer at least sixty (60) days' written notice prior to any Anniversary Date of Owner's decision not to renew the Agreement. Notwithstanding any term or provision of this Agreement to the contrary, all the Term of Associate’s obligations under this Addendum Agreement shall survive termination and remain in effect be terminated upon the happening of any of the following events: (a) until Associate has completed at the return or destruction election of PHI as required by this Owner during the Initial Term hereof, after (180 days after date of Agreement) and upon giving Servicer sixty (60) days written notice pursuant to Section 13 8.5 hereof and remitting a Initial Termination Fee to Service equal to one calendar month's average servicing billing; (b) collection by Servicer and liquidation with respect to the extent Associate retains any PHI pursuant last Receivable serviced by Servicer; (c) the mutual written consent of Servicer and Owner; or (d) Servicer or Owner has an uncured Default under Article VI hereof, and the non-defaulting party has given the defaulting party notice of termination as provided in Article VI. In the event Owner, without cause, including during the Initial Period hereof, terminates this Agreement prior to this Section 13the liquidation of all or substantially all Receivables serviced hereunder, then Owner agrees to pay as a termination fee ("Termination Fee") an amount equal to twice one calendar month's average billing.

Term and Termination. This Addendum Agreement shall commence on the Effective Date and shall continue, unless earlier terminated as provided below, through the Third anniversary of the Effective Date (the “Initial Term”); provided that the Initial Term shall be effective as extended for successive one-year terms (each, a “Renewal Term”) unless, no fewer than ninety (90) days before the end of the effective date Initial Term or any Renewal Term, either party notifies the other in writing of its intention not to renew. The Initial Term and any Renewal Terms shall constitute the “Term” of this Agreement. This Agreement may be terminated by either party, in the event the other party materially breaches a provision of this Agreement and the breaching party fails to cure such breach within fifteen (15) days of the Service Agreement and shall remain in effect until termination receipt of written notice of such breach from the Service Agreement. non-breaching party, Either party may terminate this Addendum and Agreement immediately in the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified event any assignment is made by the other party for the benefit of creditors, or if a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of any or all of the breach. If other party's property, or if the non-breaching other party determines that cure files a voluntary petition under federal bankruptcy laws or similar state statutes or such a petition is filed against the other party and is not possible, such party dismissed within sixty (60) days. RTL may terminate this Addendum and the Service Agreement effective immediately upon written notice the termination of a certain Amended and Restated License Agreement, pursuant to other partywhich RTL is permitted to license the Software. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum Agreement for any reason, all rights, obligations and licenses of Associate’s obligations under this Addendum the parties hereunder shall survive termination and remain in effect cease, except for the following obligations: (a) until Associate has completed LICENSEE's liability for any charges, payments or expenses due to RTL that accrued prior to the return or destruction of PHI as required termination date shall not be extinguished by this Section 13 termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date; (b) no rebate for any unused portions of each annual License Fee will be provided unless LICENSEE shall have terminated the Agreement upon a material breach by RTL; and (c) LICENSEE shall, within 14 days of termination, return to RTL and not keep any copies of the extent Associate retains Software and any PHI pursuant other information supplied under this Agreement whether designated proprietary or not, as well as any training material provided by RTL, and testify in writing that all and any copies of the Software and mentioned material are returned to RTL. As of the termination of this Agreement or the expiration of the Term, LICENSEE shall have no further right to use the Software, and the license granted hereunder shall terminate. Termination, either voluntary or involuntary, shall not entitle LICENSEE to any refund for license fees paid, nor shall it relieve LICENSEE of the obligation to pay any outstanding amounts due RTL. The provisions of Sections 4 (Proprietary Rights), 8 (Disclaimer of Warranty), 9 (Limitation of Liability), 10 (Compliance with Laws), 11 (Confidentiality), 12 (General Provisions), and this Section 137 shall survive any termination or expiration of this Agreement.

Term and Termination. Unless earlier terminated as provided herein, this Agreement shall remain in full force and effect through December 31, 2001. Thereafter, this Agreement may be extended for subsequent periods of time as mutually agreed upon by the parties hereto. The CORPORATION may terminate this Agreement at any time for cause as provided herein. This Addendum Agreement shall be deemed terminated "for cause" under the terms of this Section 8 if the Corporation terminates the Agreement (i) as a result of EMPLOYEE being convicted of a felony; (ii) as a result of EMPLOYEE committing a dishonest act or converting to EMPLOYEE's own use any property of the CORPORATION; (iii) as a result of EMPLOYEE's failure or refusal to provide services for the CORPORATION in accordance with the terms of this Agreement; (iv) as a result of EMPLOYEE's breach of any other material term of this Agreement, which breach is not cured within ten (10) days of the date of notice of such breach is given by the CORPORATION specifying the alleged breach; or (v) EMPLOYEE engages in conduct damaging to the business reputation of the CORPORATION and such conduct is not terminated within ten (10) days of written notice by the CORPORATION, which notice shall specify the specific alleged misconduct. Termination of employment by the CORPORATION as a result of the death or permanent disability of EMPLOYEE shall not be deemed a termination "for cause". In addition, notwithstanding anything herein contained to the contrary, either party hereto may terminate this Agreement on thirty (30) days prior written notice without cause. In the event of the termination of this Agreement by the CORPORATION other than for cause, the CORPORATION shall be required to continue to pay to EMPLOYEE the base compensation to which EMPLOYEE would otherwise be entitled under the terms of Section 3 hereunder and such payment shall continued (in the same periodic installments in which such compensation was being paid prior to the termination of this Agreement) through December 31, 2001. If this Agreement is terminated by the CORPORATION for "cause" (as hereinabove defined) or is voluntarily terminated by EMPLOYEE, the CORPORATION shall be required to pay EMPLOYEE accrued and unpaid base compensation through the effective date of termination of employment and no further compensation thereafter. Further, in the event of termination of this Agreement. EMPLOYEE shall not be permitted to participate in any other fringe benefit programs from and after the effective date of termination of employment, except as otherwise provided by law. Further, notwithstanding anything herein contained to the contrary, if a "Change of Control" (as hereinafter defined) occurs during the term of this Agreement and EMPLOYEE does not remain employed by the CORPORATION after the change of control is consummated, then the CORPORATION shall pay to EMPLOYEE in a lump sum, in cash, within ten (10) business days after the effective date of the Service Agreement and shall remain in effect until termination of EMPLOYEE's employment, an amount equal to the Service Agreement. Either party may terminate this Addendum remaining base salary due EMPLOYEE between such date and December 31, 2001, such amount discounted at the Service Agreement effective immediately rate of six percent (6%) per annum to the date of payment; provided, however, that if it determines that and to the other party has breached a material provision extent payment of this Addendum and failed to cure such breach within thirty (30) days of being notified lump sum would not be deductible by the other party CORPORATION for federal income tax purposes by reason of application of Section 162(m) of the breachInternal Revenue Code of 1986, as amended (the "Code"), then payment of that portion due EMPLOYEE after a Change of Control shall be deferred until the earliest date upon which payment can be made without being non deductible under Section 162(m) of the Code. If Interest shall accrue on the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies deferred portion of such PHIpayment at the federal short term rate proscribed under Section 1274(d)(1)(C)(i) of the Code, at no cost to Entitycompounded annually. Further, Associate shall recover any PHI if the payment due EMPLOYEE hereunder in the possession event of its agents and subcontractors and return a Change of Control (either standing by itself or in conjunction with other payments to Entity or securely destroy all such PHI. Notwithstanding which EMPLOYEE is entitled from the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain CORPORATION) would constitute a duplicate copy. In the event "parachute payment" (as that Associate determines that returning or destroying any PHI term is infeasible, Associate shall promptly notify Entity defined in Section 280G(b)(2) of the conditions Code), such payments shall be reduced to the largest amount that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate EMPLOYEE may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction receive without imposition of the PHI infeasible. Associate shall comply with this excise tax imposed by Section 13 within thirty (30) days 4999 of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Code.

Term and Termination. This Addendum (a) In the event that the First Closing shall not have occurred within ten (10) days after the date hereof, then Buyer shall have the right to terminate its obligations under this Agreement at any time on or after the close of business on such date without liability of Buyer to any other party; provided, however, the right to terminate this Agreement under this Section 8 shall not be effective as available to Buyer if the failure of the effective transactions contemplated by this Agreement to have been consummated by such date is the result of Buyer’s breach of this Agreement. In the event that the Second Closing or Third Closing, as applicable, shall not have occurred by ten (10) days following the date on which the YA Registration Statement, in the case of the Service Agreement and shall remain Second Closing, or the Registration Statement, in effect until termination the case of the Service Agreement. Either party may Third Closing, is declared effective by the SEC, then the Buyer shall have the right at the close of business on such date, or any date thereafter, to terminate the obligations hereunder of the parties to consummate the Second Closing or Third Closing, as applicable, without further liability of the parties to one another in respect thereof; provided, however, the right to terminate this Addendum and Agreement under this Section 8 shall not be available to the Service Buyer if the failure of the transactions contemplated by this Agreement effective immediately to have been consummated by such date is the result of the Buyer’s breach of this Agreement or if it determines the Buyer is otherwise in breach of this Agreement or any other Transaction Document. In the event that the other party has breached a material provision of this Addendum and failed to cure such breach within Second Closing or Third Closing, as applicable, shall not have occurred by thirty (30) days following the date on which the the YA Registration Statement, in the case of being notified the Second Closing, or the Registration Statement, in the case of the Third Closing, is declared effective by the SEC, then at the close of business on such date the parties’ obligations hereunder to consummate the Second Closing or Third Closing, as applicable, shall automatically terminate without further liability of the parties to one another in respect thereof. Notwithstanding anything to the contrary above, nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed Agreement or the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13other Transaction Documents.

Term and Termination. The term of this Agreement shall commence on the date hereof (provided that MeetMe shall not place ad calls hereunder until the Effective Date) and terminate on December 31, 2015, unless terminated earlier in accordance with the terms of this Agreement. ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. MeetMe may terminate this Agreement upon written notice without charge or penalty (i) from the date hereof to the sixtieth (60th) day following the Effective Date, or (ii) if, in MeetMe’s sole discretion, the placement or running of ads on the App causes a diminution in user experience, including without limitation with respect to the crash rate. This Addendum Agreement may be terminated upon written notice by (A) either party if the other party (i) is in material breach of its obligations hereunder and that party fails to cure said breach within ten (10) days after receipt of written notice thereof from the non-breaching party, or (ii) files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such other party or its business, or (B) MeetMe if Beanstock fails to pay any amount hereunder when due (any of the events in this paragraph, “Cause”). Following termination of this Agreement for any reason (including without limitation with respect to any non-renewal hereof), (a) Beanstock shall be effective pay to MeetMe all amounts owing hereunder as of the effective date of the Service Agreement such termination as promptly as possible and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach any event within thirty (30) days of being notified by said termination, and (b) at the other party request of MeetMe in its sole discretion, there will be a transition period not to exceed ninety (90) days from the breachdate of termination (the “Transition Period”). If During the non-breaching party determines that cure is not possibleTransition Period, such party (i) MeetMe may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum place ad calls with respect to such PHI the App and, accordingly, Beanstock shall continue deliver ad impressions and pay to MeetMe [**] of Beanstock’s gross revenue (whether or not collected) relating to said ad calls, (ii) Beanstock shall be entitled to collect from advertisers all revenue paid during and after the Winding Down Period and shall limit its further use pay MeetMe therefor in accordance with subsection (i) and the payment terms set forth above, and (iii) Beanstock shall cooperate reasonably with MeetMe with respect to transitioning MeetMe’s advertising technology and operations to itself or disclosure of such PHI a different provider. In addition to those purposes that make return or destruction of the PHI infeasible. Associate shall comply foregoing (including without limitation with respect to the Transition Period), if MeetMe terminates this Section 13 Agreement for Cause, Beanstock shall, within thirty (30) days following the date of termination such termination, pay MeetMe’s Liquidated Damages to MeetMe as well as all other all amounts owing hereunder as of this Addendum. Associate shall provide Entity with written certification the date of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13such termination.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall will remain in effect until termination of the Service AgreementDecember 31, 2012 ("Term"), unless terminated pursuant to this Section. Either If a party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached materially breaches a material provision of this Addendum Agreement, the other party may terminate this Agreement upon 60 days written notice unless the breach is cured within the notice period or if the breach is incapable of being cured within the notice period the breaching party commences curative action and failed diligently prosecutes curative action to cure completion. Notwithstanding, the foregoing if Licensee fails to make payments of all License Fees pursuant to this Agreement and such breach is not cured within thirty (30) days after written notice of being notified by the other party of the such breach. If the non-breaching party determines that cure is not possible, such party Licensor may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyAgreement. In the event that Associate determines that returning or destroying of any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this AddendumAgreement, the rights and licenses granted Licensee under this Agreement and Licensee's obligation hereunder shall terminate and Licensor's obligations to negotiate or provide goods, services, facilities, technology or information shall cease but all other provisions of this Agreement will continue in accordance with their terms. Associate shall provide Entity with written certification of its compliance with Any sublicenses surviving termination may be terminated by the granting party in the same manner as provided in this Section 13 within forty11 if the other party materially breaches a material surviving provision of this Agreement. A sublicense will survive termination and continue according to its terms provided that (i) it was properly granted, (ii) all the restrictions and limitations of this Agreement shall apply to the sub-five licensee as though this Agreement continued in effect, (45iii) days of Licensor shall receive all consideration due, if any, in connection with the sublicense and (iv) in addition to any termination rights under the sublicense agreement, Licensor shall be entitled to terminate such sublicense on the same basis as is provided herein for termination of this AddendumAgreement. Upon Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any termination of this Addendum for Agreement (or any reasonpart thereof) by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses. Termination is not the sole remedy under this Agreement and, whether or not termination is effected, all of Associate’s obligations under this Addendum shall survive termination and other remedies will remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13available.

Term and Termination. This Addendum Merchant Agreement shall be effective as binding upon Sub-Merchant upon Sub-Merchant's acceptance (by click through agreement or otherwise). The term of this Merchant Agreement shall begin, and the terms of the effective Merchant Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Merchant Agreement by issuing a merchant identification number and shall be coterminous with the Payrix Terms of Service with Sub-Merchant. Notwithstanding the foregoing, Acquirer may immediately cease providing Acquirer Services and/or terminate this Merchant Agreement without notice if (i) Sub- Merchant or Payrix fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-Merchant or Payrix may be a violation of the Service Agreement and shall remain in effect until termination Rules or any applicable laws, (iii) Acquirer believes that Sub-Merchant has violated or is likely to violate the Rules or applicable laws, (iv) Acquirer determines Sub-Merchant poses a financial or regulatory risk to Acquirer or a Payment Network, (v) Acquirer's agreement with Payrix terminates, (vi) any Payment Network deregisters Payrix, (vii) Acquirer ceases to be a Member of the Service AgreementPayment Networks or fails to have the required licenses, or (viii) Acquirer is required to do so by any Payment Network. Either party Notwithstanding the foregoing, Acquirer may cease providing Acquirer Services and/or terminate this Addendum and the Service Merchant Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within for any reason or no reason at all following thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents Sub-Merchant and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Payrix.

Term and Termination. This Addendum shall be effective as of the effective date of the Service The Agreement and each party’s participation in the Programs shall remain in effect until termination commence on the Effective Date and, unless earlier terminated, shall expire on the later of (a) one (1) year after the Service last Order Form or other similar ordering document expires, or (b) three (3) years after the Effective Date (“Term”), at which time Partner may apply to renew the Agreement. Either party may terminate the Agreement and its participation in the Programs immediately upon written notice due to a material breach of the Agreement by the other party, which material breach has remained uncured for a period of thirty (30) days from the date of delivery of written notice thereof to the breaching party. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that upon written notice after the other party has breached executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws, or in the event that a material provision receiver has been appointed for the bankrupt/insolvent party or any of this Addendum and failed to cure such breach its assets or properties, or an involuntary petition in bankruptcy has been filed against the party which proceeding or petition has not been dismissed, vacated, or stayed within thirty (30) days days. Termination of being notified this Agreement will not release the parties from any liability, including, without limitation, payment obligations, which at the time of termination has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this Agreement and/or any applicable exhibit to this Agreement to survive termination. Notwithstanding the foregoing, the party terminating this Agreement as permitted in this Section will incur no additional liability merely by the other party virtue of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other partytermination. Upon termination of this Addendum Agreement, whether for any reason, Associate will, if feasibledefault or otherwise: (i) the parties will cooperate in making administrative arrangements for transfer of customers as necessary; (ii) each party will cease representing itself as a sales alliance partner of the other party; (iii) all licenses granted for the Term hereunder will terminate; and (iv) each party will cease using, return to Entity or securely destroy destroy, at the sole election of the other party, all PHI maintained by Associate in any form or medium, including all copies Confidential Information of such PHIother party and all personal data, except to the extent necessary to retain such information to support then-current customers through the end of such customers’ agreements. The provisions of Sections 2, 8, 9, 10, and 11 as well as any obligations to pay any amounts due and outstanding hereunder, will survive termination or expiration of this Agreement; provided that no obligation shall survive more than five years after the obligation was incurred. Each party may seek to change or modify the Agreement and/or any incorporated ancillary addenda and may suspend or terminate participation in the Program, at no cost any time in its sole and absolute discretion, upon thirty (30) days’ notice to Entitythe other party. FurtherIf a party modifies the Agreement, Associate shall recover any PHI in and the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity other party does not maintain a duplicate copyagree to such modification, the party may terminate the Agreement upon written notice to the other party. In the event either party terminates the Agreement without cause pursuant to the terms herein, then, provided that Associate determines that returning payment for a Solution or destroying any PHI is infeasible, Associate shall promptly notify Entity its elements of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyedIntegrated Solutions is timely received, Associate each Enterprise User may maintain such PHI but shall continue to abide by use a Solution or the terms and conditions Integrated Solutions through the earlier of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction either: (i) the expiration of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain applicable Enterprise User Order Form in effect at the time of termination, or (aii) until Associate has completed up to three (3) months from the return or destruction date of PHI as required by this Section 13 and (b) termination, during which time Enterprise User shall have the opportunity to enter into a contract directly with the extent Associate retains any PHI pursuant to this Section 13other party.

Term and Termination. This Addendum a. The term of this Agreement shall be effective as of begin on the effective date of the Service Agreement that it is signed by both parties and shall remain in effect until termination of all Order Forms have been terminated (the Service Agreement“Term”), unless earlier terminated in accordance with the terms herein. Either party Except as otherwise provided, the subscription to each Licensed Product is non-cancelable and shall continue during its applicable term as set forth on an Order Form (“Subscription Term”). BBNA may immediately terminate this Addendum and Agreement, an Order Form, and/or the Service Agreement effective immediately applicable Subscription if it determines that the other party has breached a material Customer or any User materially breaches any provision of this Addendum Agreement and failed such breach is not fully remedied within thirty (30) days after Customer’s receipt of written notice of such breach. Additionally, BBNA may terminate a Subscription if BBNA does not receive payment of any fees for such Subscription within sixty (60) days after the invoice date. Customer may terminate the applicable Subscription if BBNA materially breaches any provision of this Agreement and fails to cure fully remedy such breach within thirty (30) days after BBNA’s receipt of being notified by written notice of such breach. Either party may terminate a Subscription, effective at the end of its Subscription Term, if the terminating party delivers to the other party written notice of its intent to terminate such Subscription no less than thirty (30) days before the last day of the breachSubscription Term. If the non-breaching party determines that cure is not possible, such Either party may terminate this Addendum and Agreement if the Service Agreement effective immediately upon written notice other party has any proceedings instituted by or against it seeking relief, reorganization or arrangement under any laws relating to other party. Upon termination insolvency, or any assignment for the benefit of this Addendum for creditors, or the appointment of a receiver, liquidator or trustee of any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity property or securely destroy all such PHIassets, or the liquidation, dissolution or winding up of its business. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying BBNA may immediately terminate the Agreement without further notice if it reasonably believes that the Customer or any PHI User has engaged in activity that violates applicable law or commits the same or substantially similar breach of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions provision of this Addendum with respect Agreement more than once in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, BBNA may immediately suspend or terminate Customer’s access to, and use of, content of a supplier contained in any Licensed Product(s) if so required or instructed by such PHI and supplier. The Order Form(s) shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of terminate upon the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of Agreement, but the termination of any Order Form shall not itself terminate this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum XXXX shall be effective as enter into force upon BPA’s receipt of the effective date of the Service Agreement an Order Form completed and executed in accordance with Section 1.3. This XXXX shall remain in effect until for the initial term indicated in the Order Form (the Initial Term), subject to termination in accordance with this Section 11. Upon expiry of the Service AgreementInitial Term, this XXXX shall be automatically renewed for consecutive renewal terms (each a Renewal Term) of the same duration, subject to prior written notice of non-renewal (including by e-mail) by the Licensee received by BPA no later than on the last day of the Initial Term or the then current Renewal Term or termination in accordance with this Section 11. Either party The Licensee may terminate this Addendum and XXXX at any time during the Service Agreement effective immediately Initial Term or any Renewal Term, by written notice of termination (including by e-mail) to BPA. Prepaid Fees shall not be refunded in case of termination. Receipt of written notice of termination later than 60 days prior the last day of Initial Term or the then current Renewal Term will bind the Licensee to pay the full fees for the renewed period. BPA may terminate this XXXX with immediate effect, in case of any material breach by the Licensee, provided that, if it determines that the other party has breached a material provision of this Addendum and failed Licensee’s breach may be cured, at BPA’s sole judgement, BPA shall first give the Licensee 30 days’ prior written notice (including by e-mail) to cure such breach within thirty (30) days at BPA’s entire satisfaction. BPA may further terminate this XXXX, in case of being notified by any infringement of third party rights or risk of infringement of such rights, through the other party Licensee’s use of the breachLicensed Products. If the Upon non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon renewal or termination of this Addendum XXXX, any Licenses granted hereunder shall become void, BPA shall revoke any user credentials issued for their use and the Licensee shall permanently delete any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity part of the conditions that make return Licensed Products stored or destruction infeasible. With regard to installed on its IT systems and cease any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13thereof.

Term and Termination. This Addendum shall be effective Agreement commences as of the effective date earliest of the Service date (i) so indicated on the first page; (ii) executed by the plan sponsor; or, (iii) funds are deposited with MassMutual or the trustee/custodian, and continues until terminated by either party. At any time, MassMutual or the Plan Sponsor may terminate this Agreement and shall remain in effect until by providing the other party written notice of its intent. Appointment of a successor recordkeeper by the Plan Sponsor effectively terminates this agreement. If the Plan is solely funded by a group annuity contract, then this agreement terminates coincident with the termination of the Service Agreementgroup annuity contract. Either party Otherwise, the termination is effective sixty (60) days from the date notice is received by the other party, unless the parties select another date mutually agreeable to both. If the Plan Sponsor is terminating this agreement because it objects to an amendment by MassMutual, it may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within by delivering thirty (30) days of being notified by notice to MassMutual. MassMutual will continue to provide administrative services through the other party termination date, will be entitled to fees, and will cooperate in the conversion of the breachPlan to the new recordkeeper to the extent mutually agreeable to both parties. If On and after the non-breaching party determines that cure is not possibletermination date, such party may terminate this Addendum contributions to, withdrawals from, and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI transfers between funds maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure this Agreement will not be permitted. As of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within a date not later than thirty (30) days following the termination date, MassMutual will withdraw the value of termination the affected participants’ accounts from the investments made under this Agreement and will deliver the proceeds of such withdrawal to, or as directed by, the Plan Sponsor provided that MassMutual will first be entitled to deduct from such proceeds any administrative or other fees then due to MassMutual. It shall not be a breach of this AddendumAgreement if MassMutual fails to make a withdrawal and/or deliver proceeds, as provided for above, due to an unscheduled market closure or any other event beyond MassMutual’s reasonable control, provided MassMutual makes such withdrawal and/or delivers such proceeds as soon as reasonably possible following such event. Associate shall Termination of any other contract issued to the Plan Sponsor by MassMutual will be governed solely by the terms of such contract. MassMutual will provide Entity with written certification of its compliance with this Section 13 any outstanding reports to the Plan Sponsor within forty-five ninety (4590) days of the termination of this Addendumdate. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed Information regarding the return or destruction of PHI form 5500 will be provided as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13law which may be later than stated above.

Term and Termination. The initial term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Agreement, shall continue for a period of one (1) year. This Addendum Agreement shall be effective as automatically renew for additional one (1) year terms unless either party gives written notice to the other party of non-renewal at least thirty (30) days prior to the expiration of the effective date of the Service then-current term or this Agreement and shall remain is otherwise terminated as provided in effect until termination of the Service this Agreement. [Optional: Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within at any time for any reason upon thirty (30) days of being notified by prior written notice to the other party of the breach. If the non-breaching party determines that cure is not possible, such party party.] MLS may terminate this Addendum Agreement, upon the occurrence of any of the following events: (1) Participant fails to pay any Fees when due; (2) Participant discloses any Confidential Information, including, without limitation, any password of Participant or a Sales Licensee, except as expressly provided in this Agreement; (3) Participant otherwise fails to comply in all respects with the Rules and Regulations, the Service applicable Board Rules and Regulations, or the Code of Ethics and Standards of Practice of the NATIONAL ASSOCIATION OF REALTORS®; (4) Participant defaults under any material term or condition of any License Agreement; or (5) Participant defaults under any other material term or condition of this Agreement. Except as otherwise provided in this Agreement, termination pursuant to this Section 20.c of this Agreement shall be effective immediately upon at any time after MLS has given ten (10) business days notice to Participant of any such event, and such event has not been cured within such ten (10) day period. Notwithstanding the foregoing sentence, if, in the reasonable discretion of MLS, the occurrence of any such event could result in irreparable harm to MLS, termination shall be effective immediately, without prior written notice to Participant, provided that notice shall be delivered to Participant within ten (10) business days following such termination. This Agreement may also terminate as provided under Section 23.d of this Agreement. In addition to all other partyrights and remedies available to MLS under this Agreement, if Participant fails to pay any Fees when due, or otherwise defaults under this Agreement, MLS may, in its sole discretion, temporarily suspend the license granted to Participant to access the MLS Database until all outstanding Fees have been paid in full or the default has been cured. Notwithstanding anything to the contrary in this Agreement, if Participant violates or is alleged to have violated the Rules and Regulations, Participant shall not be terminated in accordance with Section 19.c of this Agreement until any hearing or appeal rights of Participant have expired as provided in the Rules and Regulations. Upon termination of this Addendum Agreement, Participant agrees to immediately destroy any printouts of the MLS Database or Listing Content, and any copies of the MLS Database and Listing Content in Participant’s possession or under Participant’s control, including in possession of any Affiliates. No pre-paid Fees will be refunded to Participant for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this AddendumAgreement. Upon termination of this Addendum Agreement, all licenses granted and all services provided to Participant under this Agreement shall terminate. In addition, any and all rights granted to Affiliates to access or use the MLS Database pursuant to the Rules and Regulations or separate agreement with MLS shall automatically terminate, unless otherwise expressly provided with respect to Sales Licensees under an applicable Subscriber Agreement. If, for any reason, any Subscriber Agreement is terminated, Participant agrees to either assign all Participant’s Listings originated by the terminated Sales Licensee to another of AssociateParticipant’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed Sales Licensees, or request that MLS terminate or change the return or destruction status of PHI as required Participant’s Listings originated by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13terminated Sales Licensee.

Term and Termination. This Addendum 2.1 The term of this Agreement shall be effective as begin on the Effective Date and continue until the Clinical Trial has been completed to the reasonable satisfaction of the effective date of the Service Agreement and shall remain in effect until termination of the Service AgreementSponsor. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines The parties estimate that the other Clinical Trial will end on (i) June 2017 or (ii) six (6) months following final database lock, unless sooner terminated in accordance with the terms hereof. The parties agree that the term may be amended by mutual agreement. 2.2 This Agreement may be terminated by either party has breached a material provision at any time in the exercise of this Addendum and failed to cure such breach within thirty its sole discretion upon fifteen (3015) calendar days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon prior written notice to the other party. Upon Reasons for Clinical Trial termination may include but are not limited to: breach of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or mediumcontract, including all copies failure to comply with the Protocol and applicable laws and regulations receipt of such PHI, safety information that makes it prudent to do so or if no subjects have been recruited at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHIStudy Site within three (3) months following the trial initiation at the site. Notwithstanding the foregoingabove, Associate shall notify Entity CRO may immediately terminate the Clinical Trial if, within its sole judgment, such immediate termination is necessary based upon considerations of patient safety or upon receipt of data suggesting lack of sufficient efficacy. Upon receipt of notice of termination, Institution and receive Entity’s written consent prior Principal Investigator agree to destroying promptly terminate conduct of the Clinical Trial to the extent medically permissible for any PHI of which Entity does not maintain a duplicate copyindividual who participates in the Clinical Trial (“Trial Subject”). In the event that Associate determines that returning of termination hereunder, other than as a result of a material breach by Institution or destroying Principal Investigator, the total sums payable by CRO on behalf of Sponsor pursuant to this Agreement shall be equitably prorated for actual work performed to the date of termination, with any PHI is infeasible, Associate unexpended funds previously paid by CRO of behalf of Sponsor to Institution being refunded to CRO on behalf of Sponsor. 2.3 Institution and Principal Investigator shall promptly notify Entity immediately deliver to CRO or its designee all data generated as a result of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI Clinical Trial as well as all clinical specimen collected and shall limit its further use return to CRO or disclosure of such PHI to those purposes that make return or destruction destroy upon instructions of the PHI infeasible. Associate shall comply CRO, all unused Study Product, all documents, materials and equipment provided by CRO or Sponsor and all Sponsor Confidential Information, as defined in Section 7.2 below or in accordance with this Section 13 within thirty (30) days Exhibit A, at the earlier of the conclusion of the Clinical Trial or termination of this AddendumAgreement. Associate This provision does not apply to those documents that should be maintained and retained by the Principal Investigator at the Study Site, as defined in the Protocol and as requested by applicable laws and regulations. 2.4 Upon termination, if the Clinical Trial is a multi-center trial, if possible, upon the CRO or Sponsor’s request, Principal Investigator shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendumrefer the Trial Subjects to other trial sites designated by Sponsor. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 133.

Term and Termination. This Addendum shall The “Term” of this Agreement will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be effective as performed on the schedule described in the RFP; if the Services are not completed within such time, at the written request of YHI, the effective date of Term will be extended for six (6) additional months. Thereafter, the Service Agreement and shall remain Term will renew to the extent the parties agree in effect until termination of the Service Agreementwriting on any such renewal. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision breaches any of this Addendum its obligations hereunder and failed fails to cure such breach within thirty seven (307) days of being notified by the other party of the breach. If after notice from the non-breaching party determines that cure is not possible, such party party. YHI may terminate this Addendum Agreement, in whole or in part, in the event that the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights or creditors. YHI may terminate any or all Services without any reason on at least ten (10) days advance written notice. The parties understand that the YHI is an independent body corporate and politic established by Idaho Code § 41-6101 et seq. According to Idaho law, YHI will be financially self-supporting and will not request any financial support from the State of Idaho and will not have the power to tax or encumber assets of the State of Idaho. The obligations of YHI are not those of the State of Idaho. It is expressly understood and agreed that the obligation to proceed under this Agreement is conditioned upon YHI' s receipt of federal funds. YHI may terminate this Agreement pursuant if sufficient federal funds are not received as anticipated by YHI. On termination other than for the uncured material breach by Contractor, (a) Contractor will be due Contractor Fees for Services prior to termination and reimbursement of Expenses incurred prior to termination, and YHI may condition final payment on execution by Contractor (and any other applicable person or entity) of a release of all claims relating to YHI and the Service Services, and any certificates of originality or other documents required by YHI documenting its ownership of all Deliverables and IP Rights therein, (b) Contractor will immediately deliver to YHI or, if directed by YHI, to a third party, all work then in process, and (c) Contractor will provide reasonable assistance requested by YHI to transition each Project, including execution of documents, and to the extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in fact to execute such documents and assign such subcontracts). The obligations under the following Sections of this Agreement effective immediately upon written notice to other party. Upon will survive termination of this Addendum Agreement for any reasonreason whatsoever: 5, Associate will7-14, if feasible16-20, return to Entity or securely destroy all PHI maintained by Associate in any form or mediumand 23. If, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession reasonable judgment of its agents YHI, a default by the Contractor is not so substantial as to require termination and subcontractors reasonable efforts to induce the Contractor to cure the default are unsuccessful and return the default is capable of being cured by YHI or by another resource without unduly interfering with the continued performance of the Contractor, YHI may provide or procure such services as are reasonably necessary to Entity or securely destroy all such PHI. Notwithstanding correct the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copydefault. In such event, the event that Associate determines that returning Contractor will reimburse YHI for the cost of those services. YHI may deduct the cost of those services from the Contractor's monthly invoices. The Contractor will cooperate with YHI or destroying those procured resources in allowing access to facilities, equipment, data, or any PHI other Contractor resources to which access is infeasible, Associate shall promptly notify Entity of required to correct the conditions that make return or destruction infeasibledefault. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum The Contractor will remain liable for any reason, ensuring all of Associate’s obligations performance required under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.

Term and Termination. This Addendum shall Sub-merchant agrees to provide Provider with such information as Provider may request in order to confirm that Sub- merchant is eligible to use the Acquirer Services, and Sub-merchant agrees that all information Sub-merchant provides to Provider for that purpose will be effective as accurate and complete. In addition, Sub-merchant will furnish to Provider from time to time, promptly upon Provider's request, (i) a list of the effective date current addresses of all Sub-merchant's offices, (ii) a list of all assumed business names (d/b/a's) used by Sub-merchant, and (iii) a list of all products and services provided by Sub- merchant. Sub-merchant acknowledges that even though Sub-merchant signs up for the payment processing feature of the Service, Sub-merchant is not guaranteed use of that feature of the Service. The payment processing feature will not be available to Sub-merchant unless and until Provider has confirmed that Sub-merchant is eligible to use the Acquirer Services and this Sub-Merchant has become binding on all parties, as set forth in the paragraph below. If that occurs, the services of Provider and Acquirer described herein will be part of the Service and will be provided to Sub-merchant subject to and in accordance with the Terms of Use Agreement; provided that, if there is any conflict between the terms of this Agreement and the Terms of Use Agreement, then to the extent such terms apply to payment processing, the terms of this Agreement shall remain in effect until termination control. This Agreement shall be binding upon Sub-merchant upon Sub-merchant’s execution. The term of this Agreement shall begin, and the terms of the Service Agreement. Either party may Agreement shall be deemed accepted and binding upon Acquirers and Provider, on the date Acquirers accept this Agreement by issuing a merchant identification number, and shall terminate this Addendum and the Service when Provider's Terms of Use Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the nonwith Sub-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHImerchant terminates. Notwithstanding the foregoing, Associate shall notify Entity Acquirers may immediately cease providing Acquirer Services and/or terminate this Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirers when due, (ii) in Acquirers' opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations, or any applicable state, federal, or local laws, rules, and receive Entityregulations ("Laws"), (iii) Acquirers believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer’s written consent agreement with Provider terminates, or (v) Acquirers or Providers are required to do so by any of the Associations. Further, Provider may terminate this Agreement at any time, in Provider's sole discretion, without prior notice to Sub- merchant. If this Agreement is terminated by any party hereto, the provisions of section 3 above will continue to apply until Sub-merchant has paid all amounts owed to Acquirer and/or Provider in respect of the Acquirer Service provided by Provider prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13termination.

Term and Termination. This Addendum Agreement shall be effective as of the effective Effective Date and shall terminate, unless terminated as hereinafter provided, upon completion of the Services by Consultant. BSC may, at any time, without cause, terminate this Agreement or any SOW by giving the Consultant five (5) business days’ prior written notice. Consultant shall stop performing Services on the date specified in the termination notice and deliver to BSC all Deliverables completed or in progress up to the date of termination. In the Service event BSC terminates this Agreement or any SOW without cause BSC will only be obligated to pay Consultant for the Services actually performed, and shall remain in effect until termination allowed reimbursable expenses incurred, through the date of termination. In the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that event of a breach by either party, the other party has breached a material provision shall give written notice to the breaching party of its intent to terminate this Addendum and failed Agreement. The breaching party shall then have ten (10) days after receipt of the notice to cure such breach within thirty (30) days of being notified by the other party of the breach. If the breaching party does not cure the breach within said ten (10) day period, this Agreement may be terminated by the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum If BSC terminates the Agreement for a breach, Consultant understands and agrees BSC will pay no further compensation to the Consultant for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained work performed by Associate in any form or medium, including all copies Consultant after Consultant’s receipt of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHItermination notice. Notwithstanding the foregoing, Associate if Consultant breaches the provisions of Sections 6 or 7 hereof, then in order to protect its confidential and proprietary information, including its trade secrets, BSC shall notify Entity and receive Entity’s written consent prior be entitled to destroying immediately obtain injunctive relief, Consultant will be responsible for any PHI of which Entity does not maintain damages BSC suffers as a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity result of the conditions that make return or destruction infeasiblebreach and the Agreement may be immediately terminated by BSC. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days Upon notice of termination of this AddendumAgreement or any SOW, Consultant shall cooperate with BSC to develop as promptly as reasonable a comprehensive plan for transferring the Services back to BSC or to any new consultant designated by BSC. Associate Consultant shall assist BSC in transferring the Services in an expeditious manner in order to minimize the possibility of discontinuity or disruption to BSC. As part of the transfer of the Services, Consultant shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for adequate information on the Services environment to allow BSC or any reason, all of Associate’s obligations under this Addendum shall survive termination new consultant to duplicate such environment and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Services.

Term and Termination. This Addendum shall be effective as of Agreement commences on the effective date of the Service Agreement Effective Date and shall will remain in effect until the final data has been provided to Sponsor following site closure and completion of the obligations of the parties under this Agreement or earlier termination of the Service Agreementthis Agreement in accordance with this Article 13. Either party Party may terminate this Addendum and the Service Agreement effective immediately with immediate effect at any time upon written notice if it determines that the other party has breached a material provision Party is: in breach of this Addendum any obligations under the Agreement or the Protocol and failed fails to cure remedy such breach breach, where it is capable of cure, within thirty fifteen (3015) days of being notified by written notice from the other party Party specifying the breach and requiring its cure; or ceases to carry out business, goes into liquidation or an administrative receiver or administrator is appointed for the Party or its assets, or enters into a voluntary arrangement with its creditors or suffers any similar insolvency process or in case of the breachany equivalent process occurs in any jurisdiction. If the non-breaching party determines that cure is not possible, such party A Party may terminate this Addendum and the Service Agreement effective immediately with immediate effect upon written notice to the other partyParty, if it on reasonable grounds believes the Study should cease in the interest of the health, safety or well-being of Subjects. Upon termination Sponsor may terminate this Agreement upon 30 days written notice to Institution if Principal Investigator is no longer able, for whatever reason, to act as principal investigator of the Study and no replacement mutually acceptable to Sponsor and Institution has been found within reasonable time. In addition to Articles 13.2, 13.3 and 13.4 above, Sponsor may terminate or suspend the Study and/or terminate this Addendum Agreement immediately for any reason, Associate will, if feasible, return reason whatsoever upon 30 days written notice to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents Institution and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyPrincipal Investigator. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this AddendumAgreement by either of the Parties, the Parties shall use their best efforts to minimize any inconvenience or harm to any Subjects in the Study. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days Upon notice of termination of this AddendumAgreement, Institution shall, and shall cause Principal Investigator to, immediately cease enrolment of Subjects into the Study, and promptly provide to Sponsor all Study documentation (except such documents as are required to be maintained by Institution pursuant to applicable laws and requirements), Sponsor’s confidential Information and any materials provided by or on behalf of Sponsor in connection with the Study and provide such other assistance as is necessary to ensure a smooth and orderly transition of the Study with no disruption of the Protocol. Upon expiration or early termination of this Addendum Agreement Sponsor shall, upon receipt of invoices and other supporting documentation, pay to Institution all costs incurred and falling due for any reason, all payment up to the date of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed all non-cancellable costs committed before receipt of notice of termination. The termination or expiry of this Agreement shall be without prejudice to any rights of the return Parties, which shall have accrued prior to or destruction on the final date of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13termination.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Card Services Agreement and shall remain in full force and effect until for an initial term of three (3) years. This Card Services Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Card Services Agreement or a portion thereof at least 60 days prior to the expiration of the Service Agreementinitial term or any extension or renewals thereof, in which case this Card Services Agreement will terminate at the end of the then-current term. Either party Notwithstanding the foregoing, Global Direct may terminate this Addendum and the Service Card Services Agreement effective immediately if it determines that the other party has breached a material or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default in performing under any provision of this Addendum Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and failed swiped through the Merchant's terminal or other card reader, upon any failure to cure follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, upon a material change in the Merchant's average ticket or volume as stated in the Merchant Application, or in the event Global Direct reasonably deems itself insecure in continuing this Card Services Agreement. In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within thirty (30) days of being notified by such notice. Failure to remedy such a breach shall make this Card Services Agreement terminable, at the other party option of the breachMerchant, at the end of such thirty (30) day period unless notification is withdrawn. Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (or debited) to Merchant's account(s). If the non-breaching party determines that cure is not possibledeposit has already been posted to Merchant's account(s), such party may terminate this Addendum said posting will be reversed and the Service Agreement effective immediately upon written notice deposit returned to other partyMerchant. Upon termination Termination of this Addendum for Card Services Agreement shall not affect Merchant's obligations which have accrued prior to termination or which relate to any reason, Associate will, if feasible, return indebtedness purchased hereunder prior to Entity or securely destroy all PHI maintained by Associate in any form or mediumtermination, including all copies of but not limited to chargebacks even if such PHI, at no cost to Entity. Further, Associate shall recover any PHI chargebacks come in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyafter termination. In the event that Associate determines that returning or destroying any PHI is infeasibleof termination, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard all equipment leased from, and software provided by, Global Direct including but not limited to any PHI that Entity agrees cannot feasibly imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Global Direct at Merchant's expense.

Term and Termination. This Addendum Agreement shall be effective as from [01.07.2022], i.e. the Effective Date and shall survive for a period of 1 (One) year, with an option to extend it for additional period of 6 (six) months based on the business requirement of the effective date Company and as mutually decided between the Parties in writing. The term shall be strictly adhered to unless terminated by either party in accordance with the provisions hereunder. The Vendor may terminate the Services only by giving valid reasons and with prior notice of 30 (thirty) days, in writing. If Company wishes to terminate this Agreement or Service, it may simply give a 7 (seven) days’ notice to stop the Services, without any liability. On termination or expiry of this Agreement, Vendor shall return or destroy, at the discretion of the Service Agreement Company, any and shall remain in effect until termination of all Confidential Information provided by the Service Company to Vendor under this Agreement. Either party may The Company shall further, at its sole discretion, be entitled to terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached immediately, if: Vendor commits a material provision breach of this Addendum and failed to cure such breach within thirty (30) days any of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect Agreement and fails to remedy such PHI and shall limit its further use or disclosure breach within 7 (seven) working days of such PHI to those purposes that make return or destruction being informed of the PHI infeasiblebreach by the Company. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of Vendor becomes disentitled in law to perform its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum Agreement on the basis of an order of the statutory/regulatory authority applicable to itself or due to any variation in the ownership or management of the Vendor; The Company becomes aware of violation of inaccuracy of any representations made in this Agreement by the Vendor. The Vendor has involved itself in any fraudulent activities, or conducted gross negligence during the Term of Services, or if the standard of services provided is not as per the requirement as mutually decided i.e. deficiency in Services. In such cases aforementioned, the Vendor shall deem to refund the Fees paid by the Company, on a pro-rata basis, of the remaining period that is unutilized from the Term of Services. However, although this agreement may terminate between the Vendor and the Company, some provisions of this Agreement shall still be in effect and shall survive the termination of the Agreement, that includes, without limitation, warranty disclaimers, indemnity, limitation of liability, confidentiality, Dispute Resolution, Jurisdiction and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13proprietary rights.

Term and Termination. This Addendum Agreement shall be effective as of commence upon the effective date of the Service Agreement Effective Date and shall remain continue in effect until termination (a) terminated pursuant to this Section 4 or (b) one year after the Effective Date, whichever is first to occur (the “Term”). The Company or the Consultant may, at each such party’s option and upon written notice provided to the other party at least 60 days prior to the end of any Term, extend the Service AgreementTerm for up to an additional one-year period upon the other party’s written acceptance of such extension. Either party Company may terminate this Addendum and the Service Agreement effective immediately agreement at any time without notice if it determines that the other party has breached Consultant breaches a material provision of this Addendum Agreement and failed to cure such breach has not been cured within 30 days following written notice or email notice of such purported breach sent by the Company to Consultant, if such breach is capable of being cured. Company also may terminate this Agreement at any time, upon 30 calendar days written or email notice, but Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to the notice of such termination provided, however, if this Agreement is terminated by the Company prior to the six (6)-month anniversary of the Effective Date (the “Guaranteed Period”) for any reason other than the gross negligence, recklessness or willful misconduct of Consultant or Consultant’s employees, contractors and agents, or Consultant’s willful refusal or failure to substantially perform the Services (each, “Company Good Reason”), the Advisory Fee due and owing for the remainder of the Guaranteed Period shall be payable according to the Advisory Fee payment schedule set forth in the Statement of Work. Consultant may terminate the Agreement upon 30 calendar days written notice (ii) anytime, in the event Company fails to pay the consideration when due and payable in accordance with the terms of this Agreement and such failure has not been cured within thirty (30) days days, (iii) the gross negligence, recklessness or willful misconduct of being notified Company or Company’s employees, contractors and agents; or (iv) Company files for bankruptcy. Any termination by the other party Consultant due to any of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice reasons specified in subsections (ii) through (iv) shall be referred to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copyas “Consultant Good Reason”. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of a termination of this AddendumAgreement by Consultant for a Consultant Good Reason, the Advisory Fee payable for the remainder of the Guaranteed Period shall be payable according to the Advisory Fee payment schedule set forth in the Statement of Work. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination Sections 2 through 12 of this Addendum. Upon termination Agreement and any remedies for breach of this Addendum for any reason, all of Associate’s obligations under this Addendum Agreement shall survive any termination and remain or expiration of this Agreement. Company may communicate the obligations contained in effect this Agreement to any other (aor potential) until Associate has completed the return client or destruction employer of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Consultant.

Term and Termination. This Addendum shall be effective as of the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement.  Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that at any time for any reason by sending written notice of termination to the other party has breached a material provision at the address for such party specified herein. In the case of termination of this Addendum Agreement by Grower, such notice of termination must include Grower’s full name and failed address.  If Grower violates the terms of this Agreement, in addition to cure other remedies available to Syngenta and any owner of the Patents listed above, Grower may forfeit any right to obtain a license to the Licensed Technologies in the future.  Upon termination of this Agreement, Grower will no longer have a right to use Seed Products or Licensed Technologies, however, Grower’s obligations (including but not limited to the above Grower Responsibilities) and Syngenta’s rights that arose under this Agreement prior to termination will continue in effect. GENERAL PROVISIONS • Grower understands that grain harvested from corn hybrids containing Agrisure Technologies and DAS Technologies, or soybean varieties containing the Genuity RR2Y Technology or LibertyLink Technology, may not be fully approved for all grain exports markets. For more information on Grower’s grain marketing options, go to the Agrisure Website. • Grower’s rights may not be transferred to any other person or entity without the prior written consent of Syngenta. Any such breach attempted assignment is void. • If any provision(s) of this Agreement is determined to be void or unenforceable, the remaining provisions shall remain in full force and effect. • Grower consents to Syngenta, its representatives and the representatives of any owner of the Patents listed above: (i) entering upon Grower’s land where the Licensed Technologies have been planted in prior years or are growing as well as the refuge area for purposes of examining the land, examining Grower’s crop, taking samples thereof and testing such samples; (ii) reviewing the Farm Service Agency crop reporting information, including Forms 578 and corresponding aerial photographs; and (iii) obtaining copies of invoices of Grower seed and chemical transactions from Grower’s seed and/or chemical dealer. • Grower agrees that Syngenta and any owners of the Patents shall be entitled to recover any costs or expenses, including reasonable attorneys fees, incurred in enforcing its or their rights under this Agreement. • The failure of Syngenta or any owners of Patents to exercise one or more of its or their rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of Syngenta or such Patent owner to exercise such right(s) on one or more subsequent occasions. • Grower agrees that, should any GROWER INFORMATION provided above change, Grower will promptly provide Syngenta with Grower’s updated information at the Syngenta address provided above. LIMITATIONS OF WARRANTIES AND REMEDIES Syngenta makes no warranty with regard to the Seed Products or Licensed Technologies except as set forth on the label of the packaging of each unit of Seed Product containing the Licensed Technologies. This warranty applies only to the Licensed Technologies contained in Seed Products that have been purchased from Syngenta, seed companies licensed by Syngenta, or their authorized dealers or distributors. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY PATENTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. THIS WARRANTY IS VOID IF THE SEED PRODUCT IS TREATED OR REPACKAGED BY ANY PARTY OTHER THAN SYNGENTA. TO THE EXTENT PERMITTED BY STATE AND FEDERAL SEED LAWS ALL SEED PRODUCT SOLD BY SYNGENTA IS SOLD AS IS. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE LABEL OF THE PACKAGING OF EACH UNIT OF SEED PRODUCT. Syngenta must have prompt notice of any claim arising from the Seed Products or Licensed Technologies so that an immediate inspection of any allegedly affected Seed Product or crop can be made. Grower has thirty (30) days from discovery of a condition that may lead to a claim to report such condition to Syngenta. Groweracknowledges that time is of the essence in reporting a condition, and that Syngenta would be prejudiced if unable to inspect the condition in a timely manner, Reporting any such condition within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure discovery is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other party. Upon termination of this Addendum for any reason, Associate will, if feasible, return to Entity or securely destroy all PHI maintained by Associate in any form or medium, including all copies of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity of the conditions that make return or destruction infeasible. With regard condition precedent to any PHI claim against Syngenta arising from such condition. All claims must be filed within one year from the date the Seed Product was acquired by Grower or the claim is barred. GROWER’S EXCLUSIVE REMEDY AND SYNGENTA’S SOLE LIABILITY FOR ANY CLAIM OR LOSS, INCLUDING, WITHOUT LIMITATION, CLAIMS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, SHALL BE LIMITED TO REPAYMENT OF THE AMOUNT OF THE PURCHASE OR LICENSE PRICE OF THE SEED PRODUCT. IN NO EVENT SHALL SYNGENTA, ITS DISTRIBUTORS, OR DEALERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIRD PARTY TRAIT PROVIDERS / INTENDED BENEFICIARIES Grower acknowledges and agrees that Entity agrees cannot feasibly be returned to Entity or destroyedthis Agreement is entered into for the benefit of third party trait providers (e.g., Associate may maintain such PHI but shall continue to abide by the terms Dow AgroSciences, Bayer CropScience and conditions of this Addendum with respect to such PHI and shall limit its further use or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of termination of this Addendum. Upon termination of this Addendum for any reasonMonsanto Company), all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains their Licensed Technologies are contained in any PHI pursuant Seed Products used by Grower. Grower further acknowledges and agrees these third party trait providers are intended third party beneficiaries of this Agreement entitled to enforce its provisions, as they may pertain to their respective traits, against Grower including maintaining legal actions directly against Growers for breach of this Section 13Agreement including, but not limited to, breach of the Grower Responsibilities section.

Term and Termination. This Addendum The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Proteon or Consultant may terminate this Agreement at any time without cause upon prior written notice to the other party; provided, however, that Consultant may not terminate this Agreement (other than on account of Proteon’s breach of its obligations to Consultant under this Agreement or the Separation Agreement, dated as of September 30, 2019, by and between Consultant and Proteon) prior to the earliest to occur of (i) the closing of Proteon’s proposed merger with ArTara Therapeutics, Inc., (ii) the closing of another strategic transaction (including, without limitation, a reverse merger) that constitutes a Change of Control (as defined in Proteon’s Amended and Restated 2014 Equity Incentive Plan) of Proteon, or (iii) the completion of the liquidation, windup and dissolution of Proteon (any of the foregoing transactions or events referred to in the foregoing clauses (i)-(iii) being referred to in this Agreement as a “Strategic Transaction”). Any expiration or termination of this Agreement shall be effective as without prejudice to any obligation of either party that has accrued prior to the effective date of the Service Agreement and shall remain in effect until termination of the Service Agreement. Either party may terminate this Addendum and the Service Agreement effective immediately if it determines that the other party has breached a material provision of this Addendum and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Addendum and the Service Agreement effective immediately upon written notice to other partyexpiration or termination. Upon expiration or termination of this Addendum Agreement, neither Consultant nor Proteon will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Proteon, unless Proteon specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Proteon all Work Product made through expiration or termination; (c) Proteon will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for any reason, Associate will, if feasible, Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Entity Proteon all Proteon Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under this Agreement which by their nature are intended to survive expiration or securely destroy all PHI maintained by Associate in any form or mediumtermination, including all copies Sections 4, 5, 6, 7, 8, 9 and 10 of such PHI, at no cost to Entity. Further, Associate shall recover any PHI in the possession of its agents this Agreement and subcontractors and return to Entity or securely destroy all such PHI. Notwithstanding the foregoing, Associate shall notify Entity and receive Entity’s written consent prior to destroying any PHI of which Entity does not maintain a duplicate copy. In the event that Associate determines that returning or destroying any PHI is infeasible, Associate shall promptly notify Entity Section 2 of the conditions that make return or destruction infeasible. With regard to any PHI that Entity agrees cannot feasibly be returned to Entity or destroyed, Associate may maintain such PHI but shall continue to abide by the terms and conditions of this Addendum Business Terms Exhibit (with respect to such PHI and shall limit its further use any Consulting Services that may be rendered pursuant to this Agreement at any time after the expiration or disclosure of such PHI to those purposes that make return or destruction of the PHI infeasible. Associate shall comply with this Section 13 within thirty (30) days of termination of this Addendum. Associate shall provide Entity with written certification of its compliance with this Section 13 within forty-five (45) days of Agreement), will survive expiration or termination of this Addendum. Upon termination of this Addendum for any reason, all of Associate’s obligations under this Addendum shall survive termination and remain in effect (a) until Associate has completed the return or destruction of PHI as required by this Section 13 and (b) to the extent Associate retains any PHI pursuant to this Section 13Agreement.