Common use of Term and Termination Clause in Contracts

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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. a. This Agreement shall become effective as of commence on the date first written specified above and shall remain in force until effect for a period of one (1) year, unless terminated earlier as provided herein. After the first anniversary year this Agreement shall automatically renew for successive one year periods, unless either party expresses in writing its intention not to in advance of the renewal date. b. This Agreement may be terminated at any time by either party, effective upon sixty (60) days written notice by either party to the other. Furthermore, either party may terminate this Agreement immediately in the event that the other party has materially breached any of its obligations under the Agreement; or, has been adjudged a bankrupt, has become insolvent by any test, has filed any petition in any court of bankruptcy or equivalent court for receivership, reorganization, bankruptcy, arrangement or relief from debts or creditors, or for any other relief whatsoever, has had any such petition filed against it, or has made any assignment for the benefit of creditors or has any substantial part of its assets subjected to any involuntary lien which is not removed within thirty (30) days after notice thereof.. In addition Company may terminate the Agreement effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 immediately in the operation of event that Dealer's authorized representative identified to Company as representing Dealer in the Company’s Distribution Territory ceases to represent Dealer. c. Company agrees to fill all Dealer's orders accepted by Company prior to termination to the extent the payment provisions hereof can be fully complied with and Servicing Plan (the “Plan”) or any agreements entered into Dealer agrees to accept shipment and make payment for such orders, all in connection accordance with the Plan (including provisions of this Agreement); to the same extent as if termination had not occurred. In the event of termination by reason of cessation of employment of Dealer's authorized representative, cast in person at a meeting called for the purpose. Any party to this Agreement Company shall have the right to terminate this Agreement on 60 days’ written notice any and all further obligations unless it receives assurances satisfactory to Company that further obligations of Dealer will be performed. d. The parties recognize, and acknowledge, that certain provisions contained herein may conflict with or immediately upon notice to differ from the other party 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 any penalty, by vote of a majority laws of the Company’s trustees who are not “interested persons”Territory. To the extent that any provision contained herein is different from, as defined in the 1940 Actor conflicts with, any laws of the Company and who have no direct or indirect financial interest in Territory, the operation parties hereby waive their rights with respect to such laws, because it is the express intent of the Company’s distribution plan or this Agreement or by vote a majority of parties to relay exclusively on the outstanding voting securities of the Company, on not more than 60 days’ written notice contractual provisions bargained for and agreed to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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. 11.1 This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined may be terminated by the 1940 Act and Dealer Manager or 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party Fund in the event that such other party (a) the Fund or the Dealer Manager shall have materially failed to comply with any of the material provision hereofprovisions of this Agreement or (b) the Fund or the Dealer Manager materially breaches any of its representations and warranties contained in this Agreement and, in the case of the Fund, such breach or breaches, individually or in the aggregate, would have a Material Adverse Effect; provided, however, that no party may terminate this Agreement under this sentence unless such failure(s) or breach(es) under clause (a) or (b) above is or are not cured within thirty (30) days after such party has delivered notice of intent to terminate under this Section 11.1. The In any case, this Agreement also shall expire at the close of business on the Termination Date. 11.2 Notwithstanding Section 11.1, this Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the CompanyFund’s trustees who are not “interested persons”, ” (as defined in the 1940 Act, ) of the Company Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the CompanyFund, on not more than 60 sixty (60) days’ written notice to the Intermediary Manager or the Adviser. This Agreement Dealer Manager; and will automatically terminate in the event of its assignment, assignment (as defined in the 1940 Act. ). 11.3 Upon the expiration or termination of this Agreement, the Dealer Manager shall (ai) promptly deposit all funds, if any, in its possession which were received from investors for the Company shall pay to sale of Offered Shares into the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered appropriate account designated 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 4.b. hereinFund, and (bii) the Intermediary Manager shall promptly deliver to the Company Fund all records and documents in its possession that which relate to the Offering other than and are not designated as required by law dealer copies, (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering and (iv) to be retained the extent not disclosed by the Intermediary Fund in a public filing with the SEC, notify Selected Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents, but shall keep all such information confidential. Intermediary The Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company Fund to accomplish an orderly transfer of management of the Offering to a party designated by the CompanyFund. 11.4 Upon expiration or termination of this Agreement, the Fund shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under this Agreement at such time as such compensation becomes payable.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearIn any case, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Companyif not sooner terminated, 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. Any party to this Agreement shall have expire at the right to terminate this close of business on the effective date that the Offering is terminated. This Agreement on 60 days’ written notice or may be terminated by either party (a) immediately upon notice to the other party in the event that such the other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 if any of the outstanding voting securities representations, warranties, covenants or agreements of the Company, such party contained herein shall not have been materially complied with or (b) on not more than 60 days’ written notice notice. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (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; and (b) promptly deliver to the Intermediary 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 or pursuant to (i) federal and state securities laws and the Adviserrules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. This Agreement will automatically terminate in The Dealer Manager shall use its best efforts to cooperate with the event Company to accomplish any orderly transfer of its assignment, as defined in management of the 1940 ActOffering to a party designated by the Company. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Dealer Manager is or becomes entitled under Section 3 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 3 5 at such times as such amounts become payable pursuant to the terms of such Section 35 without acceleration, offset by any losses suffered by the Company or 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 Intermediary Dealer Manager’s breach of this Agreement or an any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Intermediary Dealer Manager under Section 4.b7.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companythis Agreement.

Term and Termination. 8.1 This Agreement shall become effective as may be terminated by any Party with respect to some or all of the date first Portfolios with or without cause on sixty (60) days advance written above and shall remain in force until notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the first anniversary of its effective date and shall thereafter continue in effect from year Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including unless the vote Company has cured such cause within thirty (30) days of a majority of the trustees who are not “interested persons,” as defined receiving such notice, for any material breach by the 1940 Act Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the rules thereunderFund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of 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 Agreement, the Company may terminate this Agreement by written notice to the Fund and who have no direct or indirect financial interest in the operation of DFAS with respect to any Portfolio based upon the Company’s Distribution and Servicing Plan (determination that shares of such Portfolio are not reasonably available to meet the “Plan”) or requirements of the Contracts. 8.5 Notwithstanding any agreements entered into in connection with the Plan (including other provision of this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to Company may terminate this Agreement on 60 days’ by written notice or immediately upon 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 party 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 other party shall have failed Portfolio ceases to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of qualify as a majority “regulated investment company” under Subchapter M of the Company’s trustees who are not “interested persons”Code, as defined in the 1940 Act, of or if the Company and who have no direct or indirect financial interest in reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the operation of the Company’s distribution plan or Company may terminate this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or Fund, the Adviser. This Agreement will automatically terminate 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 determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its assignmentbusiness, as defined 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 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 business, operations, financial condition or prospects since the date of this 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 sixty (60) days of: (a) change in control of any Party or such Party’s ultimate controlling person; however, a change in the 1940 Act. Upon expiration name of the Party will not constitute a change in control; or (b) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding any other provision of this Agreement, the Fund, DFAS, or the Adviser may terminate this Agreement by written notice to the Company in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, a state insurance commissioner or like official of any state or any other regulatory body of competent jurisdiction regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Portfolios’ shares; provided, however, that the Fund, DFAS, or the Adviser determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement. 8.12 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the other Parties in the event that formal administrative proceedings are instituted against the Fund, DFAS, or the Adviser by FINRA, the SEC, or any state securities department or any other regulatory body of competent jurisdiction; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, DFAS, or the Adviser to perform its obligations under this Agreement. 8.13 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement upon any substitution of the shares of another investment company or series thereof for shares of a Portfolio, provided that the Company has given at least sixty (60) days prior written notice to the Fund of the date of substitution. 8.14 Notwithstanding the termination of this Agreement, (a) each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the Company shall pay to continued tax status thereof and the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurredpayment of benefits thereunder, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 respect to a party designated by Portfolio and the Companycorresponding subaccount of each Account.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the CompanyBoard, 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the AdviserDistribution Manager. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Distribution Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 trustee of the Company arising from the Intermediary Distribution Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Distribution Manager under Section 4.b. herein, and (b) the Intermediary Distribution Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Distribution Manager. Intermediary 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. A. This Agreement shall become effective as of commence on the date first written above Effective Date and shall remain in force effect until terminated in accordance with the first anniversary terms of its this Section 10, provided, however, that termination shall not affect the respective obligations or rights of the parties arising under this Agreement prior to the effective date and of termination, all of which shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 accordance with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement their terms. B. Covered Entity shall have the right to terminate this Agreement on 60 days’ for any reason upon thirty (30) days written notice to Business Associate. C. Covered Entity, at its sole discretion, may immediately terminate this Agreement and shall have no further obligations to Business Associate if any of the following events shall have occurred and be continuing: A. Business Associate fails to observe or perform any material covenant or obligation contained in this Agreement for ten (10) days after written notice thereof has been given to the Business Associate by Covered Entity; or B. A violation by the Business Associate of any provision of the Confidentiality Requirements or other applicable federal or state privacy law relating to the obligations of the Business Associate under this Agreement. D. Termination of this Agreement for either of the two reasons set forth in Section 10.c above shall be cause for Covered Entity to immediately upon terminate for cause any Business Arrangement pursuant to which Business Associate is entitled to receive PHI from Covered Entity. E. Upon the termination of all Business Arrangements, either Party may terminate this Agreement by providing written notice to the other party Party. F. Upon termination of this Agreement for any reason, Business Associate agrees either to return to Covered Entity or to destroy all PHI received from Covered Entity or otherwise through the performance of services for Covered Entity, that is in the event possession or control of Business Associate or its agents. In the case of PHI which is not feasible to “return or destroy,” Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such other party shall have failed PHI. Business Associate further agrees to comply with any material provision hereof. The Agreement also other applicable state or federal law, which may be terminated at any timerequire a specific period of retention, without the payment of any penaltyredaction, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms other treatment 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyPHI.

Term and Termination. (1) The parties acknowledge that the Executive has been employed by Hub International since the commencement date set out in Schedule "A" and agree that this Agreement codifies the existing arrangements regarding the Executive's employment. (2) This Agreement shall become effective as and the employment of the date first written above Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (3) This Agreement and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote employment of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined Executive may be terminated 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 Hub International for any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ reason whatsoever upon prior written notice or immediately upon notice to the other party Executive, or by the Executive for Good Reason upon written notice to Hub International, provided that, in the event that the Agreement is terminated in accordance with this Section 4(3), the Executive shall, subject to deduction and remittance to the appropriate governmental authority of all applicable taxes and other amounts, be paid: (a) the Basic Compensation and entitled to receive the Benefits for the period up to the effective date of termination; and (b) (i) an amount equal to twelve (12) months' Basic Compensation; (ii) a ratable portion, based on the days elapsed in the then current year to the effective date of termination, of an amount equal to the most recent prior Bonus paid to the Executive; and (iii) the value of the group insurance and automobile benefits or allowance components of the Benefits, all on a semi-monthly basis over the ensuing twelve (12) months, provided that in the event that the Executive breaches any of the provisions of the Confidentiality, Non-Solicitation and Insider Agreement, effective as at the date of such breach the Executive shall cease to be entitled to any further payment under Section 4(3)(b) or by way of any other party damages, compensation or pay in lieu of notice; and provided further that in no event shall have failed to comply with any material provision hereof. The the Executive be paid an amount that is less than the prescribed minimum under applicable employment standards legislation. (4) Notwithstanding Sections 4(2) and 4(3)(b), this Agreement also may be terminated at any timeimmediately by Hub International, for Cause, without further obligation to the payment Executive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of any penaltytermination. (5) Notwithstanding Sections 4(2) and 4(3)(b), this Agreement may be terminated by vote of a majority Hub International on notice to the Executive due to the Disability of the Company’s trustees who are not “interested persons”Executive, as defined in the 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 more than 60 upon ninety (90) days’ ' written notice to the Intermediary Manager or Executive, provided that the Adviser. This Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. (6) Notwithstanding Section 4(2) and 4(3), this Agreement will automatically terminate in shall be terminated immediately upon the Death of the Executive or, unless otherwise agreed by the parties, upon the Executive's attaining sixty-five (65) years of age, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. (7) In the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to Agreement in accordance with the terms of such Section 3hereof, offset by any losses suffered by the Company or any officer or director provisions of the Company arising from the Intermediary Manager’s breach of this Confidentiality, Non-Solicitation and Insider Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, shall continue in full force and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companyeffect.

Term and Termination. (a) This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by for a vote term beginning on the Effective Date and ending on the third anniversary of the 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 Effective Date (the “PlanInitial Termination Date”). Not less than one (1) or any agreements entered into year prior to the Initial Termination Date, Client shall notify Manager in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right writing of its intent to terminate this Agreement on 60 days’ the Initial Termination Date or to extend this Agreement for an additional one (1) year term (the “First Extension”). If Client exercises the First Extension, Client shall, no later than the Initial Termination Date, notify Manager in writing of its intent to terminate this Agreement at the end of the First Extension or to further extend this Agreement for an additional one (1) year term (the “Second Extension”). This Agreement may only be terminated by Client (i) for any reason with one (1) year prior written notice or immediately upon (which notice shall specify the effective date of termination) to the other party Manager or (ii) immediately (A) for cause (“cause” being understood as any fraud or willful misconduct by Manager in managing the event that such other party Account, Manager’s material breach of this Agreement, materially deficient investment performance with respect to the Account or Manager’s material or repeated non-compliance in managing the Account in accordance with the Investment Guidelines or Investment Objectives; provided that, except with respect to Manager’s fraud or willful misconduct, Manager shall have failed thirty (30) days from notice of such material breach or non-compliance to comply cure the material breach or non-compliance to the reasonable satisfaction of Client in which case “cause” shall not be deemed to have occurred) or (B) upon a Control Event with any material provision hereofrespect to Client. The If Client terminates this Agreement also with less than one (1) year prior notice and if such termination is not for cause or due to a Control Event with respect to Client, Client will then continue to pay to Manager the lesser of (1) the unpaid balance of the Budgeted Costs (as defined in Article IV(a)) for the remaining portion of the calendar year plus the pro-rata portion of the Budgeted Costs for the following calendar year but only for the number of days which when added to the time elapsed since the giving of such notice would equal one (1) year (such remaining period, the “Remaining Term”) or (2) the Actual Costs incurred by Manager for providing services under this Agreement for the Remaining Term (in each case as adjusted to reflect the pro-rata portion of the True-up (as defined below) from the prior year and entire True-up for the following year, or portion thereof, if applicable). Manager shall use reasonable efforts to mitigate the incurrence of such costs and expenses. This Agreement may be terminated at any time, without by Manager if the payment of any penalty, by vote SEC suspends or withdraws Manager’s investment adviser registration (“SEC Termination”) or a change in Applicable Law occurs that would materially and adversely affect Manager’s ability to provide services hereunder (“Regulatory Change”). Manager shall provide prompt written notice of a majority SEC Termination or Regulatory Change to Client and Manager shall use best efforts to extend the termination date for this Agreement to the maximum date consistent with the requirements of the Company’s trustees who are not “interested persons”SEC or the date of implementation of the Regulatory Change, as defined applicable, and in the 1940 Act, a manner consistent with subsection (d) 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 more than 60 days’ written notice to the Intermediary Manager or the AdviserArticle III. This Agreement will may be terminated by Manager (i) upon a Control Event with respect to Manager; (ii) if GE decides to dissolve Manager and commences dissolution proceedings; or (iii) if GE decides to engage other investment managers to provide substantially all advisory services to the fixed income allocation of the General Electric Pension Trust (each event a “GE Change”); provided that Manager shall give prompt written notice of a GE Change to Client and the date of termination shall occur on the later of the Initial Termination Date or one (1) year from the giving of notice of the GE Change to Client. This Agreement also shall automatically terminate in the event of its assignmentunauthorized assignment by either party. Termination in any manner shall not affect the rights of either party that accrued prior to termination. (b) Client acknowledges that Manager has and will continue to expend substantial fixed costs in providing services to Client and such costs would not have been incurred but for Manager providing services to Client. Furthermore, Client acknowledges that Manager has agreed to provide services hereunder for the fees noted in Article IV in part because Client has expressed a good faith intention to engage Manager for not less than three (3) years following the Effective Date. Therefore, Client acknowledges that the management fees still to be paid to Manager following a termination by Client of this Agreement for reasons other than cause or upon a Control Event with respect to Client and with less than one (1) year prior notice should not be construed as defined in a penalty but as a reasonable approximation of the 1940 Act. Upon expiration or additional costs incurred by Manager due to the failure of Client to meet the parties’ expectations. (c) Within sixty (60) days of the termination of this Agreement, (a) the Company Manager shall pay transfer all Records to the Intermediary Client or its designee provided that Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation shall be entitled to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms maintain a copy of such Section 3, offset Records. All reasonable costs to transfer such Records shall be paid by Client. (d) In the event of any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach termination of this Agreement or an action Agreement, Client may request that would otherwise give rise Manager continue to an indemnification claim against serve as a manager hereunder (at the Intermediary Manager under Section 4.b. herein, then-existing compensation level) in order to assist Client in effecting a smooth and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 services and all Records to a party designated any successor manager (which may be Client); provided that such transition period shall not exceed 3 months unless otherwise agreed to by the Companyparties. Manager shall consent to such request provided termination is not the result of a SEC Termination or Regulatory Change.

Term and Termination. This a. Executive’s appointment under this Agreement commenced as of the Effective Date, and shall become effective terminate on the second (2nd) anniversary thereof, unless terminated earlier pursuant to Section 4(b) (the “Initial Service Period”). Unless written notice of either party’s desire to terminate this Agreement has been given to the other party at least sixty (60) days prior to the expiration of the Initial Service Period (or any renewal thereof contemplated by this sentence), the term of Executive’s appointment hereunder shall be automatically renewed for successive one-year periods (such term, including the Initial Service Period, as it may be extended, the “Service Period”). (i) Either party may terminate Executive’s appointment under this Agreement and the Service Period at any time by giving the other party sixty (60) days’ prior written notice (or, in the case of the Company, by paying Base Salary in lieu of such notice); and (ii) the Company may terminate Executive’s appointment under this Agreement and the Service Period for “Cause” (as defined below) at any time without provision of notice or payment of any compensation of any kind not accrued as of the date first written above of termination. In the event the Company elects to terminate Executive’s appointment under this Agreement and the Service Period without Cause, payment of Executive’s Base Salary during the aforementioned sixty (60) day notice period shall remain be subject to Executive’s timely execution of an effective release and waiver of claims in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees favor of the Company, including the vote its subsidiaries and affiliates (and each of their respective officers and directors) on a majority of the trustees who are not “interested persons,” as defined form provided by the 1940 Act and the rules thereunder, of the Company and who have such release becoming irrevocable no direct or indirect financial interest in later than sixty (60) days following the operation date 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companytermination.

Term and Termination. This Agreement shall become effective commences on the Effective Date. The Initial Term will be five (5) years after the Effective Date or as otherwise agreed upon by the parties, subject to renewal and to earlier termination as hereinafter provided. Upon the expiration of the date first Initial Term, the Agreement will automatically renew for successive Renewal Terms of one (1) year each at i3’s then current fees unless either party provides written above and shall remain notice of non-renewal 30 days prior to expiry of the applicable Term or as otherwise agreed upon by the parties. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved writing at least annually by a vote 30 days prior to the date of the board of trustees expiration of the then current Term. In addition to any other rights granted to i3 herein, i3 reserves the right to terminate the Company, including the vote of a majority ’s password account or use of the trustees who are not “interested persons,” as defined by the 1940 Act CMS, to suspend or terminate this Agreement and the rules thereunder, of Company’s access to the Company and who have no direct CMS if the Company’s account becomes delinquent (falls into arrears) or indirect financial interest in the operation as a result of the Company’s Distribution and Servicing Plan (the “Plan”) or default in any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereofof its obligations. The Agreement also may Company will continue to be terminated at charged for User licenses during any time, without the payment period of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of suspension. If 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 more than 60 days’ written notice to the 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 i3 initiates termination of this Agreement, (a) the Company shall will be obligated to pay the balance due on the Company’s account for the remaining Term, computed in accordance with the Charges and Payment of Fees section above. The Company agrees that i3 may charge such unpaid fees to the Intermediary Manager all earned but Company’s credit card or otherwise ▇▇▇▇ the Company for such unpaid compensation fees. The Company agrees and reimbursement for all incurredacknowledges that i3 has no obligation to retain the Customer Data in the event of the Company’s default, accountable compensation to which and may delete such Customer Data, if the Intermediary Manager is or becomes entitled under Section 3 Company has defaulted pursuant to this Agreement, including but not limited to failure to pay outstanding fees or charges, and such default has not been cured within 30 days of notice of such default. i3 reserves the requirements of that Section 3 at such times as such amounts become payable pursuant right to impose a reconnection fee in the event the Company’s access to the terms of such Section 3, offset by any losses suffered CMS is suspended for default and the Company thereafter requests access to the CMS. For hosted services: In the event this Agreement is terminated (other than by the Company or any officer or director of the Company arising from the Intermediary ManagerCompany’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. hereindefault), and (b) the Intermediary Manager shall promptly deliver i3 will make available to the Company all records and documents in its possession that relate to a file of the 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 Customer Data within 30 days of termination if the Company so requests at or before the time of termination. The Company agrees and acknowledges that i3 has no obligation to accomplish an orderly transfer of management of retain the Offering to a party designated by the CompanyCustomer Data, and may delete such Customer Data, more than 30 days after termination.

Term and Termination. (a) This Agreement Option shall become expire on the date that is ten (10) years from the Grant Date (the "Expiration Date"); provided, that: (i) if Participant's employment is terminated for cause or by Participant’s resignation, the entire portion of this Option not theretofore exercised shall terminate effective as of the date first written above of termination; (ii) if Participant's employment is terminated as a result of the death of Participant, this Option may be exercised, to the extent vested on the date of Participant's death, by Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Option shall pass by will or by the laws of descent and shall remain in force until distribution) at any time prior to the first anniversary earlier of its (i) the date that is three months after death and (ii) the Expiration Date; and (iii) if Participant's employment is terminated for any reason other than by the Company for cause, Participant's resignation or Participant's death this Option may be exercised, to the extent vested on the effective date of termination of Employment, at any time prior to the earlier of (i) the date that is three months after the effective date of termination and shall thereafter continue in effect from year (ii) the Expiration Date. Without limiting the generality of the foregoing, if Participant is permanently and totally disabled (within the meaning of section 105(d)(4), or any successor section, of the Code), this Option may be exercised, to yearthe extent vested on the date of disability, by Participant (or his or her legal representative) at any time prior to the earlier of (i) the date that is three months after the date of such disability and (ii) the Expiration Date. (b) Participant may exercise all or part of this Option at any time before its expiration pursuant to Section 3(a), but only so long as such continuance to the extent that this Option had become exercisable for vested shares on the exercise date. Upon termination of Participant's Employment for any reason, this Option shall expire immediately with respect to the number of Shares for which this Option is specifically approved at least annually by a vote not yet exercisable. In the event that the Participant dies after termination of Employment but before the board earlier of trustees (i) the date that is three months after the effective date of termination and (ii) the CompanyExpiration Date, including all or part of this Option may be exercised (prior to the vote of a majority of the trustees who are not “interested persons,” as defined Expiration Date) by the 1940 Act Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Option shall pass by will or by the laws of descent and the rules thereunder, of the Company and who have no direct or indirect financial interest distribution). (c) Nothing contained 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. Any party to this Agreement shall have limit or be deemed to limit the right Company's rights to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyParticipant's Employment.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually may be terminated by a vote of the 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 either party (the “Plan”a) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such the other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 if any of the outstanding voting securities representations, warranties, covenants or agreements of the Company, such party contained herein shall not have been materially complied with or (b) on not more than 60 days’ written notice notice. In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) 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 been reached, into such other account as the Company may designate; and (b) promptly deliver to the Intermediary 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 or pursuant to (i) Federal and state securities laws and the Adviserrules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. This Agreement will automatically terminate in The Dealer Manager shall use its best efforts to cooperate with the event Company to accomplish any orderly transfer of its assignment, as defined in management of the 1940 ActOffering to a party designated by the Company. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Dealer Manager is or becomes entitled under Section 3 5 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 3 5 at such times as such amounts become payable pursuant to the terms of such Section 35, offset by any losses suffered by the Company or 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 Intermediary Dealer Manager’s breach of this Agreement or an any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Intermediary Dealer Manager under Section 4.b7.b. hereinof 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 (b) the Intermediary Manager shall promptly deliver reimbursements to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Dealer 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. 15.1 This Agreement is concluded by the parties for an agreed term; otherwise a term of 1 (one) year shall become effective apply. After the expiry of the term the Agreement will be extended automatically by a term of 1 (one) year if it is not terminated by one of the parties with a period of notice of at least 6 (six) months to the end of the existing term. 15.2 Each party may terminate this Agreement extraordinarily and without notice if the other party fails to fulfil the essential obligations of the Agreement and this omission is not remedied within a reasonable deadline – after a proper written request in this respect. 15.3 XXImo is entitled to terminate the Agreement with immediate effect without this requiring a notification of default and without XXImo being liable for the damages, which are incurred towards the Customer as a result thereof, if - the card company refuses to reach an agreement with the Customer; - the Customer files an application for insolvency, an application for insolvency is filed by a third party and is not withdrawn within two weeks, the insolvency proceedings are opened or an application is refused for the opening of the insolvency proceedings in the absence of sufficient assets - the company of the Customer is dissolved or closed. This shall apply irrespective of the right of XXImo to assert compensation for the suffered damages after the premature termination of the Agreement. 15.4 The termination of the Agreement will not release the Customer from payment obligations for a service, which was already provided by XXImo, if XXImo is not in default with regard to a certain service. Amounts, which XXImo invoiced before the termination already, which refer to the fulfilment of the Agreement, are due and payable immediately as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board termination. 15.5 XXImo will be entitled to terminate the Agreement and/or to block (part of) and/or limit access to the Service(s) if a Customer or Cardholder restricts or impedes the processing of trustees personal data by XXImo in any way, which includes the exercise 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice rights granted to the other party in involved parties under the event General Data Protection Regulation, and such restriction or impediment affects data that such other party shall have failed is necessary to comply (i) ensure compliance with any material provision hereof. The Agreement also may be terminated at any time, without the payment statutory obligations of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 AgreementXXImo, (aii) to provide the Company shall pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurredService(s) by XXImo or other service providers or (iii) safeguard legitimate interests of XXImo, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 e.g. pursuant to the requirements of that Section 3 at such times as 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 4.b6 para. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager1 sentence 1 lit. 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 Companyf GDPR.

Term and Termination. (a) This Agreement shall become effective as of the date first written above and hereof and, unless terminated earlier as provided herein, shall remain in force until the first anniversary continue for a period of its effective date and shall thereafter continue in effect from year ten (10) years. (b) Without prejudice to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 any other rights either party may 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 under this Agreement), cast in person at a meeting called for the purpose. Any applicable law or rule of equity, either party to this Agreement shall have the right option to terminate this Agreement on 60 days’ written in the event: (i) the other party commits a material breach of any term, covenant or condition of this Agreement and such breach is not remedied within sixty (60) days after the aggrieved party has delivered notice or immediately upon notice of such breach to the other party in party; or (ii) the event that such other party shall have failed becomes insolvent within the meaning of any bankruptcy or insolvency law, or makes an assignment for the benefit of its creditors. (c) Agrilink may terminate this Agreement, with respect to comply with any particular Raw Products to be delivered to Agrilink hereunder, if an attachment, execution or foreclosure of any lien is levied against such Raw Products and such attachment, execution or lien foreclosure is not remedied within ten (10) days after Agrilink has sent written notice of such event to Pro-Fac or such action otherwise impairs, in any material provision hereofrespect, Agrilink's ability to either take title, free and clear of all liens, other than Permitted Liens, to any such Raw Products or use such Raw Products. (d) Agrilink may terminate this Agreement in connection with a Change of Control. The Agreement also may be terminated at "Change of Control" shall mean any timetransaction or series of transactions, without including any sale, transfer or issuance by securities sale, merger, consolidation, recapitalization or otherwise, that results, directly or indirectly, in (i) a transfer of all or substantially all of the payment assets of any penaltyAgrilink, by vote of or (ii) Vestar Capital Partners IV, L.P. and its affiliates ceasing to possess, directly or indirectly, the power to elect a majority of the Company’s trustees who are not “interested persons”Agrilink Holdings, as defined in the 1940 Act, Inc.'s board of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or directors. If this Agreement or by vote a majority of is terminated pursuant to this Paragraph 16(d) within three (3) years following the outstanding voting securities of the Companydate hereof, on not more than 60 days’ written notice to the 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 Agreement, (a) the Company then Agrilink shall pay to Pro-Fac a fee (a "Termination Fee") equal to $20,000,000 minus the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager aggregate amount of any Shortfall Adjustments previously paid. If this Agreement is or becomes entitled under Section 3 terminated pursuant to this Paragraph 16(d) at a time later than three (3) years following the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3date hereof, 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 4.b. herein, and (b) the Intermediary Manager then no Termination Fee shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companypayable.

Term and Termination. (A) This Agreement shall become be effective as of the date first written above hereof. (B) This Agreement and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote employment of the board Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of trustees this Agreement. (C) This Agreement and the employment of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined Executive may be terminated 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 Hub for any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ reason whatsoever upon prior written notice or immediately upon notice to the other party Executive, or by the Executive for Good Reason upon written notice to Hub, provided that, in the event that the Agreement is terminated in accordance with this Section 5(C), the Executive shall be: (i) paid the Basic Compensation and entitled to receive the Benefits for the period up to the effective date of termination; and (ii) (a) an amount equal to twelve (12) months’ Basic Compensation; (b) a ratable portion, based on the days elapsed in the then current year to the effective date of termination, of an amount equal to the most recent prior annual incentive plan component of the bonus paid to the Executive; and (c) the value of the group insurance and automobile benefits or allowance components of the Benefits, all on a semi-monthly basis over the ensuing twelve (12) months, provided that in the event that the Executive breaches any of the provisions of Section 4 hereof, effective as at the date of such breach the Executive shall cease to be entitled to any further payment under this Section 5(C) or by way of any other party damages, compensation or pay in lieu of notice; and provided further that in no event shall have failed to comply with any material provision hereof. The the Executive be paid an amount that is less than the prescribed minimum under applicable employment standards legislation. (D) Notwithstanding Section 5(B), this Agreement also may be terminated at any timeimmediately by Hub for Cause, without further obligation to the payment Executive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of any penaltytermination. (E) Notwithstanding Section 5(B), this Agreement may be terminated by vote of a majority Hub due to the Disability of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 Executive upon ninety (90) days’ written notice to the Intermediary Manager or Executive, provided that the Adviser. This Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. (F) Notwithstanding Section 5(B), this Agreement will automatically terminate in shall be terminated immediately upon the Death of the Executive or, unless otherwise agreed by the parties, upon the Executive’s attaining sixty-five (65) years of age, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation. (G) In the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to Agreement in accordance with the terms hereof, the provisions 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 4.b. herein, 4 shall continue in full force and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companyeffect.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearIn any case, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Companyif not sooner terminated, 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. Any party to this Agreement shall have expire at the right to terminate this close of business on the effective date that the Offering is terminated. This Agreement on 60 days’ written notice or may be terminated by either party (a) immediately upon notice to the other party in the event that such the other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 if any of the outstanding voting securities representations, warranties, covenants or agreements of the Company, such party contained herein shall not have been materially complied with or (b) on not more than 60 days’ written notice notice. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) 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 been reached, into such other account as the Company may designate; and (b) promptly deliver to the Intermediary 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 or pursuant to (i) Federal and state securities laws and the Adviserrules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. This Agreement will automatically terminate in The Dealer Manager shall use its best efforts to cooperate with the event Company to accomplish any orderly transfer of its assignment, as defined in management of the 1940 ActOffering to a party designated by the Company. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Dealer Manager is or becomes entitled under Section 3 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 3 5 at such times as such amounts become payable pursuant to the terms of such Section 35 without acceleration, offset by any losses suffered by the Company or 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 Intermediary Dealer Manager’s breach of this Agreement or an any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Intermediary Dealer Manager under Section 4.b7.b. hereinof 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 (b) the Intermediary Manager shall promptly deliver reimbursements to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Dealer 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 (a) Subject to this Section 11, the initial term of this Agreement shall become effective as be two (2) years commencing on the date of this Agreement and, following such initial term, this Agreement shall be renewed annually thereafter on the anniversary of the date first written above and shall remain in force until of the first anniversary Original Agreement if the Management Agreement is renewed by (i) the Board of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually Trustees of the Trust or by a vote of the board of trustees a majority of the Companyoutstanding voting securities of the Fund, including the and (ii) by vote of a majority of the trustees of the Trust who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, persons of the Company and who have no direct Trust 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)Investment Manager, cast in person at a meeting called for the purpose. Any party to purpose of voting on such approval; provided that this Agreement shall have not be renewed and shall terminate on any such renewal date if the right to terminate this Agreement on 60 days’ Company or the Investment Manager provides written notice or immediately upon notice of termination to the other party in hereto not later than 120 days prior to the event that such other party shall have failed end of the initial term or 120 days prior to comply with the end of any material provision hereofannual renewal period thereafter. The term of this Agreement shall also may terminate upon: (i) any assignment of this Agreement, which termination shall be terminated at automatic; (ii) a termination of the Agreement required by law, governmental regulation or any timegovernmental or regulatory authority; (iii) the termination date set forth in a notice of termination delivered by the Company to the Investment Manager not less than 60 days prior to the termination date set forth therein, without the payment as a result of any penalty, by (I) a vote of a majority the Board of Trustees of the Company’s trustees who are not “interested persons”Trust to terminate the Management Agreement, as defined in the 1940 Act, or (ii) a vote 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 CompanyFund to terminate the Management Agreement; or (iv) upon mutual agreement of the parties hereto. (b) This Agreement may be terminated forthwith by either party giving notice in writing to the other party if at any time: (i) the party notified shall go into liquidation or receivership or an examiner, on receiver, administrator, trustee or official assignee or other similar officer shall be appointed (except for a voluntary solvent liquidation upon terms previously approved in writing by the notifying party) or be unable to pay its debts as they fall due (or if anything analogous to any of the foregoing events occur in any applicable jurisdiction); or (ii) the party notified shall commit any breach of the provisions of this Agreement and shall not more than 60 days’ have remedied that within 30 days after the service of written notice requiring it to be remedied. Each party shall forthwith notify the Intermediary Manager other party on the happening or possible occurrence of an event specified in this sub-Article. (c) For purposes of this Section 11, the Adviser. This Agreement will automatically terminate in terms “vote of a majority of the event of its outstanding voting securities,” “interested person,” and “assignment, as ” shall have their respective meanings defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay subject, however, to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times exemptions as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered may be granted by the Company or any officer or director of Securities and Exchange Commission under 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Company1940 Act.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first second anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the CompanyFund, 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 Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the CompanyFund’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’s distribution plan Plan or this Agreement or by vote a majority of the outstanding voting securities of the CompanyFund (as defined in the 1940 Act), on not more than 60 days’ written notice to the 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 Agreement, (a) the Company 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company Fund or any officer or director of the Company 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company Fund all records and documents in its possession that relate to the 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 Fund to accomplish an orderly transfer of management of the Offering to a party designated by the CompanyFund.

Term and Termination. This (a) Subject to Section 12(b), this Agreement shall become effective as terminate on the earliest to occur of (i) the election of the date first written above and shall remain in force until Sub-Manager, upon the first anniversary expiration of its 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 and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees removal 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 Sub-Manager for Cause (the “PlanTermination 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 Agreement with respect to periods prior to, on or any agreements entered into in connection with the Plan (including Termination Date shall survive the termination of this Agreement); provided, cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice further, that, subject to the other party 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 timeforegoing proviso, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate 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. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or any of its assignmentAffiliates, 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 such termination, this Agreement will be deemed to apply with respect to such new management agreement, and, without limiting the foregoing, for purposes of Section 9(a), the Termination Date shall 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 any of its Affiliates. The applicable Member, or the Members, as defined may be the case, shall cause the applicable Member Manager, if it is not the Manager, to assume the Manager’s obligations under this 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 enter into good faith negotiations with regard to any such appropriate amendments and 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 executing any such amendment, the Sub-Manager shall be entitled to the 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 such new agreement. (b) If the Termination Date occurs under Section 11(a)(i), subject to Section 14(b), the REIT shall pay to the Sub-Manager a final payment (the “Final Payment”) of 6.16 times the annualized rate of (i.e. , 24.64 times) the last three (3) monthly payments of the Sub-Manager Base Management Fee; provided that, (i) the Final Payment shall be calculated and determined in accordance with Section 11(e). The Final Payment shall be paid on the date that is 60 days after the Termination Date (or, if such date is not a Business Day, the next Business Day). (c) Upon the termination of this Agreement (or, in the 1940 Act. Upon expiration case of a termination pursuant to Section 11(a)(iii), the determination of termination in accordance with Section 14(b)), except to the extent inconsistent with applicable law, the Sub-Manager shall as promptly as reasonably practicable (A) deliver to the Manager one copy of all expense statements generated pursuant to Section 7 hereof covering the period following the date of the last provision of such expense statements to the Manager through the Termination Date; and (B) deliver to the Manager all property and documents of the REIT provided to or termination obtained by the Sub-Manager pursuant to or in connection with this Agreement, including all copies and extracts thereof in whatever form, then in the Sub-Manager’s possession or under its control (provided that the Sub-Manager’s outside counsel may retain one copy to be kept confidential and used solely for archival purposes). (d) Subject to other provisions of this Agreement, (a) if the Company Sub-Manager is removed for Cause, the effective date of a removal for Cause shall pay to be the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to date upon which the Intermediary Manager shall have delivered to Sub-Manager both (i) written notice that the Sub-Manager is or becomes entitled under Section 3 pursuant to being removed for Cause in accordance with the requirements of that Section 3 at such times as 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 4.b. hereinSub-Management Agreement, and (bii) a copy of the applicable final, non-appealable order evidencing the required final determination of the court of competent jurisdiction. (e) The Manager shall calculate the Final Payment (and other related amounts or numbers on which the Final Payment is based, directly or indirectly, including, without limitation the Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised) (A) in accordance with (1) the Intermediary books and records of the REIT and (2) the definitions of Base Management Fee and Gross Equity Raised in the Management Agreement and (B) using the same accounting principles, policies, practices and methodologies used in, and applied consistently with, the prior calculations of Base Management Fee and Gross Equity Raised under the Management Agreement, and (ii) shall otherwise follow the past practices of the REIT and the Manager with respect to calculating Base Management Fee and Gross Equity Raised, in each case subject to the adjustments expressly provided for in Section 11(b). The REIT agrees to provide such access to its books and records as the Manager may reasonably require to perform the calculations required under this Section 11(e). Upon the Manager’s calculation of the Final Payment, the Manager shall promptly deliver to the Company Sub-Manager a written statement setting forth in reasonable detail its calculation of the Final Payment (including the applicable calculations of Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised) and both the Manager and the REIT shall provide the Sub-Manager reasonable access, during normal business hours and upon reasonable notice, to all records work papers, schedules, memoranda and other documents in its possession prepared or reviewed by the Manager and the REIT, respectively, or by any of their respective representatives that relate are relevant to the Offering other than as Manager's calculation of the Final Payment (or the applicable calculation of Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised), and such access shall be provided promptly after request by the Sub-Manager. The Manager shall request that its accountants communicate with the Sub-Manager and its representatives; provided, that the Sub-Manager may be required to sign an “indemnification letter” in the form generally used by law the Manager’s accountant prior to receiving access to any materials prepared by such accountant. Each of the Manager and the REIT shall cause its representatives to be retained by available, during normal business hours and upon reasonable notice, to the Intermediary ManagerSub-Manager to review the calculation of the Final Payment (including the applicable Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised). Intermediary In the event that the Sub-Manager shall disputes the calculation of the Final Payment (including the calculation of the applicable Sub-Manager Base Management, Fee Base Management Fee, and Gross Equity Raised), the Sub-Manager and the Manager will use its commercially reasonable efforts efforts, and negotiate in good faith, to cooperate with promptly reach agreement as to the Company to accomplish an orderly transfer of management correct calculation of the Offering to a party designated by the CompanyFinal Payment.

Term and Termination. This A. Subject to the termination provisions herein contained, the employment of Executive by the Company pursuant to this Agreement shall become effective commenced as of the date first written above 4th day of November, 1999, and shall remain continue thereafter until terminated in force accordance with this paragraph 2 or, if not earlier so terminated, until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote Expiration Date (the "Employment Term"). B. If the Executive dies during the term of the board of trustees Agreement and while in the employ 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. Any party to this Agreement shall automatically terminate and the Company shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice no further obligation to the other party in the event Executive or his estate except 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the Company shall pay to the Intermediary Manager all earned but Executive's estate (i) on the next regular payroll payment date the unpaid compensation salary through the date of death, and reimbursement (ii) on or before April 15 of the next succeeding year a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of death is to 365. C. If, during the term of this Agreement, the Executive, by reason of a disability, (I.E., a physical or mental impairment), cannot perform each of the essential functions of his position, with reasonable accommodation, for all incurreda period of one hundred eighty consecutive days, accountable compensation the Company, on thirty days prior written notice to which the Intermediary Manager is or becomes entitled under Section 3 Executive, may terminate this Agreement as of the date specified in the notice. In the event of a termination pursuant to this paragraph 2C, the requirements Company shall be relieved of all of its obligations under this Agreement, except that Section 3 the Company shall pay to the Executive, or his estate in the event of his subsequent death: (i) that portion of the Executive's salary through the 30th day after notice of termination and (ii) on or before April 15 of the next succeeding year, the Company shall pay to the Executive a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year until the date of termination is to 365. D. At any time prior to the Expiration Date of this Agreement the Company may terminate this Agreement for Cause (as herein defined) without further obligation or liability hereunder to the Executive, his spouse, estate, heirs or assignees except for the obligation of the Company to pay to the Executive his salary earned through the date of discharge. E. The Executive may give written notice of voluntary termination of employment at such times as such amounts become payable pursuant any time, and upon giving of the notice, the employment shall terminate on the earlier of the date set forth in the notice or 30 days after the notice is received by the Company ("Voluntary Termination Date"). Upon the Voluntary Termination Date, the Company shall have no further obligation or liability hereunder to the Executive, his spouse, heirs or estate, except to pay to the Executive any unpaid salary earned through the Voluntary Termination Date (subject to the terms of any other employee benefit plan of the Company in which the Executive participates). F. The Company may terminate the employment of the Executive at any time WITHOUT CAUSE upon written notice to the Executive of such Section 3termination, offset which notice shall set forth the date of termination ("Without Cause Termination Date"). Upon the Without Cause Termination Date, the Company shall have no further obligation or liability hereunder to the Executive or his spouse, heirs or estate, except that (i) after the Without Cause Termination Date and continuing monthly until the later of the Expiration Date or two years after the termination date, or if earlier the last day of the month following the date of death of the Executive, the Company shall pay to the Executive each month, in accordance with the Company's payroll policies then in effect, an amount equal to the Monthly Severance Payment, (ii) on or before April 15 of the next succeeding year following the Without Cause Termination Date the Company shall pay to the Executive a proportionate part of the incentive bonus as provided in paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the calendar year up to the Without Cause Termination Date is to 365 and (iii) after the Without Cause Termination Date and continuing monthly during the period the Executive is receiving the Monthly Severance Payments specified in subparagraph F(i) above, Executive and his family shall be entitled to participate in any welfare benefit plans, programs, or policies in which Executive and his family were participating at the time of his termination of employment for group and/or executive life, accident, health, dental, or medical/hospital insurance (whether funded by any losses suffered actual insurance or self insured by the Company); provided, however, that the rights of the Executive and his family thereunder shall be governed by the terms thereof and shall not be enlarged hereunder. G. Any termination of the employment relationship, whether termination is effected by the Company or any officer the Executive, shall be without prejudice to or director waiver 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 obligations of the Offering Executive to a party designated by the Companymaintain in secrecy and confidence all Confidential Information, pursuant to paragraph 5 hereof and not to render prohibited services to any Conflicting Organization, pursuant to paragraph 6 hereof.

Term and Termination. This 16.1 Subject to earlier termination in accordance with this Section, this Agreement shall become commence on the effective as date of the date first written above this Agreement and shall remain in force until the first anniversary expiration of the last valid patent claim contained in the LICENSED TECHNOLOGY. 16.2 The Agreement may be terminated immediately by written notice to LICENSEE by BYU at its effective date and shall thereafter continue election in effect from year the event of the occurrence of any one of the following circumstances: A. In the event LICENSEE is placed in the hands of a receiver or makes a general assignment for the benefit of creditors, such that LICENSEE is unable to yearperform its continuing obligations hereunder; or B. In the event that all or substantially all of the assets of LICENSEE or its successor-in-interest are seized or attached in a final, but only so long as such continuance is specifically approved at least annually unappealed or unappealable order in conjunction with any action brought against it by a vote third party creditor, such that LICENSEE is unable to perform its continuing obligations hereunder. 16.3 This Agreement may be terminated effective upon thirty (30) days written notice from BYU and the failure of LICENSEE to cure any breach or default prior to the expiration of the board of trustees thirty-day notice period in any of the Company, including following circumstances: A. In 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 event LICENSEE becomes insolvent or indirect financial interest shall cease to carry on its business in the operation normal course; or B. In the event there is a transfer or sale of LICENSEE’s business purporting to transfer or assign this Agreement and/or the CompanyLICENSED TECHNOLOGY without the prior express written consent of BYU. 16.4 In the case of breach or default arising from LICENSEE’s Distribution failure to pay BYU royalties or other costs or expenses pursuant to the Agreement when due and Servicing Plan (payable, failure to complete the “Plan”) or any agreements entered into in connection with the Plan (including performance requirements of Section 5 of this Agreement), cast in person at a meeting called for the purpose. Any party to or from any other material breach or default of this Agreement Agreement, BYU shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ thirty (30) days written notice to LICENSEE. Termination shall become effective upon the Intermediary Manager failure of LICENSEE to cure such breach or default within such notice period. 16.5 LICENSEE may terminate this Agreement at any time by providing sixty (60) days written notice to BYU. 16.6 Upon termination of this Agreement for any reason, the Adviserparties shall not be released from any obligation that has matured prior to the effective date of the termination. This LICENSEE may, however, after the effective date of such termination, sell all LICENSED PRODUCTS in its inventory or in process as of the time of such termination, provided that LICENSEE shall pay to BYU the royalties and other consideration due on such products as required by this Agreement will automatically terminate in and shall submit the event of its assignment, reports as defined in required. 16.7 Upon the 1940 Act. Upon expiration or termination of this Agreement, (a) any SUBLICENSEE which has not breached in any material way its sublicense agreement shall be offered by BYU the Company option of receiving a license directly from BYU on substantially the same terms and conditions as those provided herein. 16.8 Upon the termination of this Agreement, LICENSEE shall pay immediately cease using the INTELLECTUAL PROPERTY and return to the Intermediary Manager BYU all earned but unpaid compensation documents and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 information as may have been provided by BYU pursuant to this Agreement, which contain information which is confidential or proprietary to BYU. 16.9 Nothing herein shall be construed to limit BYU’s legal or equitable remedies in the requirements event of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset a default by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach LICENSEE and/or subsequent termination of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyBYU.

Term and Termination. 8.1 This Agreement shall become effective as may be terminated by any Party with or without cause on sixty (60) days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the date first Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year notice to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including unless the vote Company has cured such cause within thirty (30) days of a majority of the trustees who are not “interested persons,” as defined receiving such notice, for any material breach by the 1940 Act Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the rules thereunderFund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of 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 Agreement, the Company may terminate this Agreement by written notice to the Fund and who have no direct or indirect financial interest in the operation of DFAS with respect to any Portfolio based upon the Company’s Distribution and Servicing Plan (determination that shares of such Portfolio are not reasonably available to meet the “Plan”) or requirements of the Contracts. 8.5 Notwithstanding any agreements entered into in connection with the Plan (including other provision of this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to Company may terminate this Agreement on 60 days’ by written notice or immediately upon notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event any of the 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 that are issued or to be issued by the Company. 8.6 Notwithstanding any other party 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 other party shall have failed Portfolio ceases to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of qualify as a majority “regulated investment company” under Subchapter M of the Company’s trustees who are not “interested persons”Code or under any successor or similar provision, as defined in the 1940 Act, of or if the Company and who have no direct or indirect financial interest in reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the operation of the Company’s distribution plan or Company may terminate this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or Fund, the Adviser. This Agreement will automatically terminate 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. 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 determine, in its assignmentor their, as defined applicable, 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 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 business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the other Parties, unless any of the other Parties has cured such cause within thirty (30) days of receiving such notice, for any one of the following reasons: (a) a change in control of any Party or such Party’s ultimate controlling person; however, a change in the 1940 Act. Upon expiration name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Fund that describe the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, (a) each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the Company shall pay continued tax status thereof and the payment of benefits thereunder, with respect to a Portfolio and the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled corresponding subaccount of each Account. 8.12 Each party’s obligations under Section 3 pursuant to the requirements of that 10 (Indemnification), Section 3 at such times as such amounts become payable pursuant to the terms of such 10.4 (cooperation), and Section 3, offset 10.7 (confidentiality) shall survive and not be affected by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach termination of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyAgreement.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager 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 Agreement, (a) and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall pay to the Intermediary Manager all earned but unpaid compensation Managing Dealer any remaining balance of the Fixed Managing Dealer Fee not yet paid at such time and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant expenses incurred in accordance with this agreement prior to the requirements of that Section 3 at such times as such amounts become payable pursuant termination date. In the event the Managing Dealer is terminated for failure to comply with the terms of hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Fixed Managing Dealer Fee through such Section 3termination date, offset by any losses suffered by the Company or any officer or director trustee of the Company arising from the Intermediary ManagerManaging Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager Managing Dealer under Section 4.b. herein. Upon termination, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager 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 10.01 The initial term of this Agreement shall become effective as of be three (3) years from the date first written referenced above and the appointment shall remain in force until automatically be renewed for further three years successive terms without further action of the first anniversary of its effective date and shall thereafter continue in effect from year to yearparties, but only so long as such continuance unless written notice is specifically approved provided by either party at least annually by a vote 90 days prior to the end of the board initial or any subsequent three year period. The term of trustees this appointment shall be governed in accordance with this paragraph, notwithstanding the cessation of active trading in the capital stock of the Company. 10.02 In the event that AST commits any continuing breach of its material obligations under this Agreement, including and such breach remains uncured for more than sixty (60) days after written notice by the vote of a majority Company (which notice shall explicitly reference this provision 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. Any party Company shall be entitled to terminate this agreement with no further payments other than (a) payment of any amounts then outstanding under this Agreement and (b) payment of any amounts required pursuant to Section 10.05 hereof. 10.03 In the event that the Company terminates this Agreement other than pursuant to Sections 10.01 and 10.02 above, the Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 above, as well as the charges accruing pursuant to Section 10.05 below. 10.04 In the event that the Company commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than forty-five (45) days, AST shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon suspend its services without further notice to the other party in the event that Company. During such other party time as AST may suspend its services, AST shall have failed no obligation to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, act as defined in the 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 transfer agent and/or registrar on behalf of the Company, on and shall not more than 60 days’ written notice be deemed its agent for such purposes. Such suspension shall not affect AST’s rights under the Certificate of Appointment or this Agreement. 10.05 Should the Company elect not to the Intermediary Manager renew this Agreement or the Adviser. This Agreement will automatically otherwise terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) AST shall be entitled to reasonable additional compensation for the Company shall pay service of preparing records for delivery to its successor or to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. hereinCompany, and (b) the Intermediary Manager for forwarding and maintaining records with respect to certificates received after such termination. AST shall promptly deliver be entitled to the Company retain all transfer records and related documents until all amounts owing to AST have been paid in full. AST will perform its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate services in assisting with the Company to accomplish an orderly transfer of management of the Offering to records in a party designated by the Companydiligent and professional manner.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 30 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager Managing Dealer or the AdviserAdvisor. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall pay to the Intermediary Manager all earned but unpaid compensation Managing Dealer any remaining balance of the Managing Dealer Fees not yet paid at such time and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant expenses incurred in accordance with this agreement prior to the requirements of that Section 3 at such times as such amounts become payable pursuant termination date. In the event the Managing Dealer is terminated for failure to comply with the terms of hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Managing Dealer Fees through such Section 3termination date, offset by any losses suffered by the Company or any officer or director trustee of the Company arising from the Intermediary ManagerManaging Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager Managing Dealer under Section 4.b. herein. Upon termination, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager 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. 9.1 This Agreement shall become effective as commence on the commencement of the date first written above Extended Term and shall remain continue in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote termination or expiration of the 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 LESO Agreement in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection accordance with the Plan (including this Agreement)terms thereof, cast unless earlier terminated in person at a meeting called for the purpose. Any accordance with Clause 9.2 below. 9.2 Either party to this Agreement shall have the right to may terminate this Agreement on 60 days’ written without prejudice to any of its other remedies under this Agreement forthwith by notice or immediately upon notice in writing to the other if: (a) the other party is in material breach of the terms of this Agreement, and has not remedied the breach within one (1) month of having been given notice in writing specifying the breach; or (b) the other party becomes insolvent or is unable to pay its debts in the event ordinary course of business; 9.3 The Licensor may terminate this Agreement without prejudice to any of its other remedies under this Agreement forthwith by notice in writing to the Licensee if: (a) the Licensee takes any action that would or might invalidate or put into dispute the Licensor’s, Inmarsat (IP) Company Limited’s or the Organization’s (as the case may be) title in the Trade Marks or any of them, or assists any other person directly or indirectly in any such other party shall have failed to comply with action; (b) the Licensee takes any material provision hereof. The Agreement also may be terminated at action that would or might invalidate any time, without the payment of any penalty, by vote of a majority registration of the Company’s trustees who are not “interested persons”Trade Marks or any of them, as defined or assists any other person directly or indirectly in any such action; or (c) the 1940 Act, Licensee takes any action that would or might support an application to remove any of the Company and who have no direct or indirect financial interest in Trade Marks from the operation registers of the Company’s distribution plan Registered Territory or this Agreement elsewhere, or by vote a majority of assists any other person directly or indirectly in any such action. 9.4 Upon the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration expiry or termination of this Agreement, for whatever reason, the Licensee shall: (a) immediately cease its use of the Company Trade Marks, and shall pay have no further right to use the Trade Marks, except as otherwise specified under this Clause. The Licensee shall dispose of all promotional and other materials bearing or relating to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which Trade Marks in accordance with the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 ManagerLicensor’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and instructions; (b) execute all documents necessary for cancellation of the Intermediary Manager shall promptly deliver Licensee as a registered user or registered licensee and refrain from engaging in any act that would lead a person to think that the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate Licensee is still associated or connected with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the CompanyLicensor.

Term and Termination. This (a) The effective period of this Agreement (the "Term") shall become begin on the Separation Date and continue thereafter for a period of five (5) years or until earlier termination in accordance with clause (b) of this Section 12. Any Release issued by Distributor before the effective date of termination and in accordance with Sections 6 and 7 hereof shall be fulfilled by the Manufacturer. (b) Either party may (i) terminate this Agreement, or (ii) terminate its obligations as Manufacturer and the other party's rights as Distributor of such Manufacturer terminating party's Products hereunder, prior to the date first written above and shall remain five (5) years following the Separation Date without prejudice to any rights or liabilities accruing up to the date of termination: (i) in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote event of a majority of the trustees who are not “interested persons,” as defined material breach 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in of any of the event terms and conditions of this Agreement, by giving the other party notice of such breach, and provided that such breach shall not have been cured within sixty (60) days following such notice; and (ii) immediately, by written notice thereof, if any of the following events or an event analogous thereto occurs: a. an adjudication has been made that the other party shall have failed is bankrupt or insolvent; b. the other party has filed bankruptcy proceedings or has had such proceedings filed against it, except as part of a bona fide scheme for reorganization; c. a receiver has been appointed for all or substantially all of the property of the other party; d. the other party has assigned or attempted to comply assign this Agreement for the benefit of its creditors; or e. the other party has begun any proceeding for the liquidation or winding up of its business affairs. (c) A Distributor may terminate its rights and the corresponding Manufacturer's obligations under this Agreement with any material provision hereof. The Agreement also may be terminated respect to the Distributed Products that such Distributor has distributed, effective at any time, without provided it has given the payment Manufacturer at least sixty (60) days prior written notice thereof. Any such termination under this clause (c) shall not relieve such Distributor of any penalty, by vote its supply obligations or deprive the other party of its distribution rights hereunder. (d) Termination under this Section 12 shall be in addition to and not a majority substitute for other rights or causes of action of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, terminating party. (ae) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 Termination of this Agreement or an action that would otherwise give rise of a Distributor's rights and the corresponding Manufacturer's obligations hereunder shall not in any way operate so as to an indemnification claim against impair or destroy any of the Intermediary Manager under Section 4.b. hereinrights or remedies of either party, either at law or in equity, nor shall it relieve the parties of their obligations pursuant to Sections 4 (a), 5, 8, 9, 10, 11, 13, 14, 15, 19 and 20 hereof. (bf) the Intermediary Manager shall promptly deliver to the Company all records and documents Each party acknowledges, both in its possession capacity as a Distributor and as a Manufacturer, that relate it has no right to renew or extend this Agreement, or either distribution relationship hereunder, following the Offering other than as required by law to end of the Term of this Agreement. This Agreement may be retained renewed or extended only upon and in accordance with the terms of a written agreement by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts parties to cooperate with that effect, which the Company parties are under no obligation to accomplish an orderly transfer of management of the Offering to a party designated by the Companynegotiate or enter into.

Term and Termination. This Agreement shall become effective as of 9.1 Where the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not Inventor or any third-party nominee (“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 “PlanNominee”) or legal person (“Legal Person”) who has control of any agreements rights over the Project Intellectual Property has been declared bankrupt, filed for bankruptcy or where a creditor has filed a claim in bankruptcy against the Inventor Nominee or Legal Person which results in the bankruptcy of the Inventor, Nominee or Legal Person or where the Inventor, Nominee or Legal Person files for creditor protection or makes an arrangement with creditors which results in the bankruptcy of the Inventor, Nominee or Legal Person, then the University may terminate the present Agreement against the Inventor or Nominee or Legal Person having control of any rights over the Project Intellectual Property, as the case may be. Except with respect to the Inventor, the University may terminate the present Agreement with respect to any Nominee or Legal Person that ceases to pursue its normal business operations, ceases to exist legally or files for creditor protection or makes an arrangement with creditors which does not result in the bankruptcy of the said Nominee or Legal Person, as the case may be. Such notice of termination shall be in writing and delivered to the Nominee or Legal Person in default under this section and the termination shall be effective on the date of receipt of the termination notice. Where the University terminates this Agreement acting under this section 9, any assignment, transfer, conveyance or licensing of the Project Intellectual Property shall be immediately null and void and of no effect as if it had never taken place. Any agreement entered into in connection with by the Plan (including this Agreement), cast in person at a meeting called for Inventor and any Nominee or other Legal Person involving the purpose. Any party Project Intellectual Property shall make reference to this section 9 and include it as a binding obligation. 9.2 This Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other may otherwise be terminated by either party in the event that such other of default upon thirty (30) days written notice to the defaulting party. Such termination occurs where a party shall have has defaulted or failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3this Agreement and, offset by any losses suffered following receipt by the Company or defaulting party of a written notice of default, has failed to cure any officer or director such default within that period 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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.thirty

Term and Termination. This a. The “Term” of this Agreement shall become effective as of will begin on the date first written above Effective Date and shall remain in force continue until the first anniversary earliest to occur of its effective date and shall thereafter continue completion of all Services or termination under the terms of this Section. The parties intend that the Services will be performed on the schedule described in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of RFP; if the Company, including the vote of a majority of the trustees who Services are not “interested persons,” as defined by completed within such time, at the 1940 Act and written request of YHI, the rules thereunderTerm will be extended for six (6) additional months. Thereafter, of the Company and who have no direct or indirect financial interest Term will renew to the extent the parties agree in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or writing on any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any such renewal. b. Either party to this Agreement shall have the right to may terminate this Agreement on 60 days’ written notice or immediately upon notice to if the other party breaches any of its obligations hereunder and fails to cure such breach within seven (7) days after notice from the non-breaching party. c. YHI may terminate this Agreement, in whole or in part, in the event that such 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 party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment statute of any penalty, by vote of a majority state relating to insolvency or the protection of the Company’s trustees who are not “interested persons”, as defined in rights or creditors. YHI may terminate any or all Services without any reason on at least ten (10) days advance written notice. d. The parties understand that the 1940 Act, of YHI is an independent body corporate and politic established by Idaho Code e. On termination other than for the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or uncured material breach by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the 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 AgreementContractor, (a) Contractor will be due Contractor Fees for Services accepted 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 Company shall pay 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 Intermediary Manager all earned but unpaid compensation extent requested, assignment of subcontracts to another Contractor (and reimbursement for all incurred, accountable compensation Contractor hereby appoints YHI its attorney in fact to which execute such documents and assign such subcontracts). The obligations under the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 following Sections of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. hereinwill survive termination of this Agreement for any reason whatsoever: 5, 7-14, 16-20, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Company23.

Term and Termination. This Agreement shall become effective as of commence upon the date first written above Effective Date and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year until (a) terminated pursuant to year, but only so long as such continuance is specifically approved at least annually this Section 5 or (b) six months following the closing of that certain business combination transaction by a vote of the 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 between the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan Damon Motors, Inc. (“Transaction Closing”), whichever is first to occur (the “PlanTerm”) ). The Company or any agreements entered into in connection with the Plan (including this Agreement)Consultant may, cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ each such party’s option and upon written notice or immediately upon notice provided to the other party in at least 60 days prior to the event that end of any Term, extend the Term for up to an additional one-year period upon the other party’s written acceptance of such other party shall have failed to comply with extension. Company may terminate this agreement at any time without notice if Consultant breaches a material provision hereofof this Agreement and 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. The Agreement Company also may be terminated terminate this Agreement at any time, without upon 30 calendar days written or email notice, but Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the payment Services completed prior to the notice of such termination provided, however, if this Agreement is terminated by the Company any penalty, by vote of a majority time prior to the six month anniversary of the CompanyTransaction Closing (the “Guaranteed Period”) for any reason other than the gross negligence, recklessness or willful misconduct of Consultant or Consultant’s trustees who are not employees, contractors and agents, or Consultant’s willful refusal or failure to substantially perform the Services (each, “interested personsCompany Good Reason”), as defined the Closing Fee, if unpaid, shall be immediately due and payable and the Monthly Fee for the remainder of the Guaranteed Period shall be payable according to the same payment schedule set for in the 1940 Act, Statement of Work. Consultant may terminate the Company and who have no direct Agreement effective (i) upon 30 calendar days written notice or indirect financial interest (ii) immediately upon written notice (A) in the operation event Company fails to pay the consideration when due and payable in accordance with the terms of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Companyand such failure has not been cured within thirty (30) days, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate (B) in the event of its assignmentgross negligence, recklessness or willful misconduct by Company or any of Company’s employees, contractors and agents, or (C) if Company files for bankruptcy. Any termination by Consultant due to any of the reasons specified in subsection (ii) shall be referred to as defined in “Consultant Good Reason”. In the 1940 Act. Upon expiration or event of a termination of this AgreementAgreement by Consultant for a Consultant Good Reason, (a) the Company Closing Fee, if unpaid, shall pay be immediately due and payable and the Monthly Fee payable for the remainder of the Guaranteed Period shall continue to be paid according to the Intermediary Manager all earned but unpaid compensation same payment schedule set for in the Statement of Work. Sections 2 through 14 of this Agreement and reimbursement any remedies for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 shall survive any termination or an action that would otherwise give rise expiration of this Agreement. Company may communicate the obligations contained in this Agreement to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and any other (bor potential) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 client or employer of management of the Offering to a party designated by the CompanyConsultant.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager 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. 8-1 This Agreement shall become effective as of on the date first written above Effective Date and shall remain shall, unless terminated earlier in accordance with this Article 8, continue in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearexpiration, but only so long as such continuance is specifically approved at least annually by a vote revocation or invalidation of the 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 last valid patent within LICENSED PATENT RIGHTS. 8-2 FUJISAWA may terminate this Agreement following sixty (60) days written notice (the “PlanNOTICE PERIOD”) to INSMED in the event that (a) INSMED fails to make any payment which is due under Article 3 hereof, within the NOTICE PERIOD; or (b) INSMED commits a breach of any agreements entered other obligation of this Agreement which is not cured within the NOTICE PERIOD; or (c) INSMED goes into in connection with liquidation, a receiver or a trustee be appointed for the Plan property or estate of INSMED, or INSMED makes an assignment for the benefit of creditors, and whether any of the aforesaid events be the outcome of the voluntary act of INSMED, or otherwise (including d) INSMED directly or indirectly contests the validity of any LICENSED PATENT RIGHTS or does not, within thirty (30) days following execution of this Agreement), cast in person at a meeting called for irrevocably withdraw any and all proceedings previously filed attacking the purpose. Any party to this Agreement validity of LICENSED PATENT RIGHTS. 8-3 INSMED shall have the right to terminate this Agreement on 60 days’ AGREEMENT at anytime following sixty (60) days written notice of termination to FUJISAWA. 8-4 Termination of this Agreement shall not affect any rights or immediately upon notice obligations accrued prior to the other party in the event that effective date of such other party shall have failed termination, specifically INSMED’s obligation to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice make payments according to the 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 provisions of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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. (a) This Agreement shall become effective as Agreement, unless sooner terminated upon the occurrence of any of the events listed below, shall terminate on the earlier to occur of (i) the termination of this Agreement pursuant to Section 2(b)(ii) and (ii) the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees liquidation of the Company, including last Investment held in the vote of a majority Account following the termination 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 Commitment Period pursuant to Section 2(b)(i). (the “Plan”b) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to The Investor may terminate this Agreement on 60 days’ by written notice or immediately upon notice to the other party Manager immediately, upon the bankruptcy, liquidation or dissolution of the Manager or in the event that the Manager materially breaches this Agreement and such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without breach is not cured within 30 days of receipt by the payment of any penalty, by vote of a majority Manager of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, Investor written notice of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or such breach. (c) The Manager may terminate this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager Investor immediately, upon the bankruptcy, liquidation, or dissolution of the Adviser. This Agreement will automatically terminate Investor or in the event that the Investor materially breaches this Agreement, including, but not limited to, its obligation to fund the Account, and such breach is not cured within 30 days of its assignmentreceipt by the Investor of the Manager’s written notice of such breach. (d) Notwithstanding any provision hereof to the contrary, as defined in the 1940 Actevent that either Party hereto alleges that the other Party has been grossly negligent or committed fraudulent or willful misconduct with respect to this Agreement or the transactions contemplated hereunder, the alleging Party shall give written notice thereof to the other Party, whereupon this Agreement shall be suspended until the resolution of such allegation in accordance with the provisions of Section 15 hereof. Upon expiration During any such suspension, (i) the Investor shall not be required to make any payments required to be made under Section 5 hereof to the Manager and (ii) the Manager shall not be required to perform any services on behalf of the Investor or with respect to the Account or any Investment; provided that any such suspension will not have any effect on the Investor’s and the Manager’s respective rights and obligations (including the Investor’s obligation to meet capital calls) with respect to any Investment which, prior to the suspension of this Agreement, the Manager, on behalf of the Investor, entered into a binding commitment or letter of intent to acquire or in order to meet unfunded commitments for outstanding Investments of the Investor. (e) Except as otherwise provided herein, during the term of this Agreement, the Investor may not, without the Manager’s prior written consent, withdraw funds or any Investments from the Account. (f) Sections 2, 6 (to the extent of any unpaid costs and expenses), 9, 11, 12(e), 13, 14(b) and 16 shall survive the termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Agreement shall become effective as of the date first written above and shall remain continue in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearJune 30, but only so long 2015, unless otherwise terminated as such continuance is specifically approved at least annually by a vote of the 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 provided herein. If 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ gives written notice or immediately upon notice to the other at least thirty (30) days prior to the expiration date hereof that this Agreement is to terminate, then this Agreement shall automatically continue thereafter for consecutive two year periods until terminated by any party by written notice given at least thirty (30) days in advance of the event that such other party shall have failed to comply with any material provision hereofexpiration of the then current term. The In addition, and notwithstanding the foregoing, Manager may terminate this Agreement also may be terminated at any time, without the payment time upon delivery of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Company not less than sixty (60) days prior to the effective date of termination. The Company may terminate this Agreement (i) at any time upon delivery of written notice to Manager or not less than thirty (30) days prior to the Adviser. This Agreement will automatically terminate effective date of termination, in the event of its assignment, as defined (and only in the 1940 Act. Upon expiration event of) a showing by Company of willful misconduct, gross negligence or termination deliberate malfeasance of this Agreementthe Manager, its agents, servants or employees in the performance of Manager’s duties hereunder and (ii) immediately upon the occurrence of any of the following: (a) A decree or order is rendered by a court having jurisdiction (i) adjudging Manager as bankrupt or insolvent, or (ii) approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for Manager under the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company federal bankruptcy laws or any officer similar applicable law or director practice, or (iii) appointing a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of Manager or a substantial part of the Company arising from property of Manager, or for the Intermediary Manager’s breach winding up or liquidating of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and its affairs; or (b) the Intermediary Manager shall promptly deliver (i) institutes proceedings to be adjudicated a voluntary bankrupt or an insolvent, (ii) consents to the Company all records and documents in its possession that relate filing of a bankruptcy proceeding against it, (iii) files a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or relief under any similar applicable law or practice, (iv) consents to the Offering other than filing of any such petition, or to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or for a substantial part of its property, (v) makes an assignment for the benefit of creditors, (vi) is unable to or admits in writing its inability to pay its debts generally as required by law to they become due unless such inability shall 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 fault of the Offering other party, or (vii) takes corporate or other action in furtherance of any of the aforesaid purposes; or (c) With respect to any particular Project, the sale of such Project. If Owner shall materially breach its obligations hereunder, and such breach remains uncured for a party designated period of ten (10) days after written notification of such breach, then Manager may terminate this Agreement by giving written notice to Owner and Owner agrees to pay Manager the Companyfees due to Manager pursuant to Section 4.1 for the unexpired portion of the term.

Term and Termination. 22.1 This Agreement shall become be effective as of the date first written above and Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearuntil September 30, but only so long as such continuance is specifically approved at least annually by a vote of the 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 2002 (the “PlanInitial Term”) ). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or any agreements entered into terminated as provided in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to . 22.2 Either Level 3 or BA may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the date of termination. 22.3 Both Level 3 and BA shall have the right to terminate request negotiation of a new interconnection agreement at any time beginning January 1, 2002. Any such request must be provided to the other Party in writing and shall be deemed a request for negotiation under Section 251 of the Act. If either Level 3 or BA provides notice of termination pursuant to Section 22.2 and on or before the proposed date of termination either Level 3 or BA has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with the terms hereof, this Agreement shall remain in effect during the “interim period” beginning on 60 days’ the proposed date of termination (which date shall not be earlier than September 30, 2002) and ending on the earlier of: (a) the effective date of a new interconnection agreement between Level 3 and BA; or, (b) the date one (1) year after the proposed date of termination; provided, however, that notwithstanding any other provision in this Agreement, if the Commission, the FCC or a court of competent jurisdiction should at any time after the date hereof issue or release an order, or if a federal or state legislative authority should enact a statute, that by its terms (i) expressly supercedes or modifies existing interconnection agreements and (ii) specifies a rate or rate structure for reciprocal compensation, intercarrier compensation, or access charges that is to apply to Internet Traffic, then the Parties shall promptly amend this Agreement to reflect the terms of such order or statute for the foregoing interim period (but, for the avoidance of any doubt, not for any period prior to the start of such interim period); provided further that, if such order or statute does not expressly supercede or modify existing interconnection agreements, then either Party, in its sole discretion, may elect, on any date from and after the beginning of the foregoing interim period (but, for the avoidance of any doubt, not prior to the start of such interim period), to terminate the Intercarrier Compensation provisions set forth herein with thirty (30) days advance written notice or immediately upon notice to the other party in Party (it being understood, for the avoidance of any doubt, that such notice may be provided (but not yet be effective) prior to the start of such interim period). In the event that either Party elects to exercise its right to terminate the Intercarrier Compensation provisions, then the Parties shall promptly amend this Agreement to reflect the terms of such other party order or statute, and any such amendment shall have failed be retroactive to comply with any material provision hereof. The Agreement also may be terminated at any timethe effective date of the termination (but, without for the payment avoidance of any penaltydoubt, shall not be retroactive with respect to any period prior to October 1, 2002). 22.4 If either Level 3 or BA provides notice of termination pursuant to Section 22.2 and by vote 11:59 PM Eastern Time on the proposed date of termination neither Level 3 nor BA has requested negotiation of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreementnew interconnection agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 will terminate at 11:59 PM Eastern Time on the Intermediary Manager under Section 4.b. hereinproposed date of termination, and (b) the Intermediary Manager shall promptly deliver Services being provided under this Agreement at the time of termination will be terminated, except to the Company extent that the purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff. In any event, should termination of the Agreement be contemplated pursuant to this Section 22.4, the Parties agree to take commercially reasonable steps to minimize end user Customer disruption and to ensure an orderly transition in the provision of services. 22.5 If either Party defaults in the payment of any amount due hereunder (that is not the subject of a bona fide, good faith dispute hereunder), or if either Party materially violates any other material provision of this Agreement, and such default or violation shall continue for sixty (60) days after written notice thereof, the other Party may terminate this Agreement or suspend the provision of any or all records and documents in its possession that relate services hereunder by providing written notice to the Offering defaulting Party. At least twenty- five (25) days prior to the effective date of such termination or suspension, the other than as required Party must provide the defaulting Party and the appropriate federal and/or state regulatory bodies with written notice of its intention to terminate the Agreement or suspend service if the default is not cured. Notice shall be posted by law overnight mail, return receipt requested. If the defaulting Party cures the default or violation within the sixty (60) day period, the other Party shall not terminate the Agreement or suspend service provided hereunder but shall be entitled to be retained recover all reasonable costs, if any, incurred by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate it in connection with the Company default or violation, including, without limitation, costs incurred to accomplish an orderly transfer of management prepare for the termination of the Offering to a party designated by Agreement or the Companysuspension of service provided hereunder.

Term and Termination. a) This Agreement shall become effective as of will commence on the date first written above Effective Date and shall remain will continue in force until termination according to the first anniversary terms of this Agreement. Individual Statements of Work will be effective upon execution by both parties and will continue in force until both parties have fulfilled all of their, Project obligations, or until the earlier termination of such Statement of Work according to the terms of this Agreement. b) This Agreement or an individual Statement of Work may be terminated immediately upon notice in writing: 1. By either party if the other party is in material breach of any of its effective date obligations hereunder and shall thereafter continue in effect from year fails to year, but only so long as remedy such continuance is specifically approved at least annually by a vote breach within 30 days of the board of trustees of the Company, including the vote receipt of a majority of the trustees who are not “interested persons,” as defined written notice by the 1940 Act and other party which specifies the rules thereundermaterial breach. 2. By HP, of the Company and who have no direct or indirect financial interest in the operation absence of mutual agreement regarding a Change Order which represents a material change under Section 5,b, or if Customer fails to pay any sum due under this Agreement within the Company’s Distribution and Servicing Plan (60 day time period specified in Section 4.c. 3. By either party if the “Plan”) other party has a receiver appointed, or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called an assignee for the purpose. Any benefit of creditors, or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy law c) Either party to this Agreement shall have the right to may terminate this Agreement on 60 days’ for convenience upon 30 days prior written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereofparty. The Agreement also may be terminated at any time, without the payment Any termination of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 will not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event relieve either party of its assignment, as defined obligations HEWLETT PACKARD CONSULTING SERVICES AGREEMFNT (Deliverables) E3NbitTM02 under any Statement of Work in effect on the 1940 Act. Upon expiration or date of termination of this Agreement, (unless otherwise mutually agreed to in writing. d) Upon termination of any Statement of Work, Customer will pay HP for all Work performed and charges and expenses incurred by HP up to the date of termination, and Customer will receive all work in progress for which Customer has paid. Should the sum of such amounts be less than any advance payment received by HP, HP will refund the difference within 30 days of receipt of an invoice from Customer. a) the Company shall pay to the Intermediary Manager all earned but unpaid compensation Sections 4, 7, 8, 9, 10 and reimbursement for all incurred12 above, accountable compensation to which the Intermediary Manager is or becomes entitled under and Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 314 below, offset by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach will survive termination of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyAgreement.

Term and Termination. This Agreement shall become effective as 3.1 The term of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have commence on the right to date hereof and shall continue until completion of the Scope of Services unless sooner terminated as provided for elsewhere herein. 3.2 Either party may terminate this Agreement on 60 days’ upon providing the other party with forty- five (45) days prior written notice of termination. 3.3 Should CLIENT find an adjustment to the Schedule of Fees (as provided in Subsection 2.6 above) unacceptable, CLIENT may, upon written notice to TRIAD, terminate this Agreement upon the effective date of such adjustment. 3.4 CLIENT may, by written notice to TRIAD, terminate this Agreement in whole or immediately in part, upon at least thirty (30) days prior written notice, because of failure of TRIAD to fulfill its obligations hereunder provided CLIENT has advised TRIAD of such failure and TRIAD fails to correct such failure within thirty (30) days of receipt of CLIENT'S notice. 3.5 Upon termination TRIAD shall: 3.5.1 Immediately discontinue all services; and 3.5.2 Upon payment of all sums due to TRIAD hereunder as a result of services rendered prior to the date of termination, deliver to CLIENT all data, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated or developed by TRIAD in performing its services under this Agreement, whether completed or in process. 3.6 CLIENT shall remain liable for all charges required under this Agreement, including but not limited to, billed but unpaid charges, unbilled charges through the effective date of termination and charges for additional services and expenses incurred as a result of termination of this Agreement. 3.7 This Agreement may be terminated by either party, upon written notice to the other party party, in the event that such the other party shall make a general assignment for the benefit of its creditors, or if a petition in bankruptcy shall be filed by or against such party or a receiver appointed on account of its insolvency. 3.8 This Agreement may be terminated upon the occurrence of any changes to any law, rule, regulation, court order or ordinance, the application of which would have a material adverse effect on the rights or obligations of the parties pursuant to this Agreement. If upon notice of such change, and after a reasonable period of time in which to reaffirm or renegotiate the terms of this Agreement, the parties hereto have failed to comply with any material provision hereof. The so reaffirm or renegotiate the Agreement also either party may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or terminate this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ upon seven (7) days prior written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companyparty.

Term and Termination. (a) This Agreement shall terminate on December 31, 2000 (the "Expiration Date") unless terminated earlier (i) by Executive's resignation with or without Good Reason or Executive's death or Disability or (ii) by the Company with or without Cause. The date on which Executive's employment with the Company is terminated is referred to herein as the "Termination Date." (i) If Executive's employment with the Company is terminated by the Company without Cause or by Executive with Good Reason, (x) Executive shall be entitled to receive his Base Salary and his Target Bonus through the Expiration Date, payable in accordance with paragraph 3 above, (y) all stock options granted to Executive under the Stock Option Plan which are not vested at such time shall automatically, and without further action, become effective vested as of the date first written above Termination Date and all such options (together with all of Executive's then vested stock options), shall remain in force exercisable until the first anniversary later to occur of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (aI) the Company shall pay to Expiration Date and (II) the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements expiration of that Section 3 at such times as such amounts become payable stock options pursuant to the terms of such Section 3, offset by any losses suffered by the Stock Option Plan and (z) Executive's obligations under paragraph 6(a) below shall terminate and be of no further force or effect. (ii) If Executive's employment with the Company or is terminated for any officer or director reason other than as described in item (i) above, Executive shall be entitled to receive his Base Salary through the Termination Date. (iii) If a "change of control" of the Company arising from occurs, then all stock options granted to Executive under the Intermediary Manager’s breach Stock Option Plan which are not vested at such time shall automatically, and without further action, become vested and all such options (together with all of Executive's then vested stock options), shall remain exercisable until the later to occur of the Expiration Date and the expiration of such stock options pursuant to the terms of the Stock Option Plan. For purposes hereof, a "change of control" shall be deemed to have occurred if any person or group of persons acting as a group, other than existing directors or their affiliates shall have acquired control over the voting power represented by at least 50% of the then outstanding shares of common stock of the Company. The rights under this clause (iii) are in addition to any other rights under this Agreement or an action that would otherwise give rise in the event of such termination. (c) All of Executive's rights to an indemnification claim against fringe benefits shall cease upon the Intermediary Manager under Section 4.b. hereinTermination Date. (d) For purposes of this Agreement, and (b) the Intermediary Manager following terms shall promptly deliver to have the Company all records and documents in its possession that relate to the 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.meanings set forth below:

Term and Termination. This (a) The term of Company's Services under this Agreement shall become effective as of commence on the date first written above Effective Date and shall remain in force until continue for the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 period set forth in the operation of the Company’s Distribution and Servicing Plan SRDS (the “Plan”"Term"). (b) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any Either party to this Agreement shall have the right to terminate this Agreement on 60 days’ in the event that the other party fails to cure any material breach of this Agreement within thirty (30) days after receipt of notice from the other party or files a petition for bankruptcy, becomes insolvent or dissolves. (c) Company may terminate this Agreement upon written notice or immediately to the Purchaser in the event Purchaser fails to pay Company any amounts due hereunder within fifteen (15) days after Company notifies the Purchaser in writing that such payment is past due. (d) Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party in party. (e) Upon 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration expiry or termination of this AgreementAgreement for any reason, each party will be released from all obligations to the other arising after the date of expiry or termination, except for those, which by their terms survive such termination or expiry. The termination of this Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to any party against the other party, prior to such termination. For avoidance of doubt, it is clarified that immediately upon the expiry or termination of this Agreement for any reason whatsoever (ai) the Services shall cease being performed; (ii) any unpaid fees and charges due to Company hereunder shall pay to the Intermediary Manager all earned but unpaid compensation become immediately due and reimbursement for all incurred, accountable compensation to which the Intermediary Manager payable; and (iii) unless this Agreement is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered terminated by the Company pursuant to Section 9(d) above, Purchaser’s license to the Deliverables shall cease and be of no further force or any officer or director effect. In the event this Agreement is terminated by the Company pursuant to Section 9(d) above Purchaser shall retain all rights and licenses to continue to use, copy, integrate, modify, enhance, and create Derivative Works 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver Deliverables subject to the Company all records limitations and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate continued compliance with the Company to accomplish an orderly transfer of management restrictions on the use of the Offering to a party designated by the CompanyDeliverables set forth in this Agreement.

Term and Termination. This 3.1 The term of this Agreement shall become effective commences as of the date first written above consummation of the Agreement and shall remain in force until continue for one (1) years unless sooner terminated as herein provided. 3.2 If Executive dies during the first anniversary term of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have thereupon terminate, except that the Company shall pay to Lender any accrued and unpaid fee due Lender pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of the Restricted Stock under Section 2.2 based on the days of service prior to the death in conjunction with the Vesting Schedule, and all previously accrued but unpaid expense reimbursements at the time of termination, including for. 3.3 The Company reserves the right to terminate this Agreement on 60 days’ upon ten (10) days written notice if, for a continuous or accumulated period of forty-five (45) days during the one year term of this Agreement, Executive is prevented from discharging his duties under this Agreement due to any physical or mental disability. With the exception of the covenants included in Section 4 below, upon such termination, the obligations of Executive and Company under this Agreement shall immediately upon notice cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of the Restricted Stock under Section 2.2 based on the days of service prior to the cessation of Executive’s services in conjunction with the Vesting Schedule, and all previously accrued but unpaid expense reimbursements. 3.4 The Company reserves the right to declare Executive in default of this Agreement if Executive willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement, or if Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm to the Company or its business. The Company may terminate this Agreement for cause by giving written notice of termination to Executive. With the exception of the covenants included in Section 4 below, upon the date of delivery of the written notice of such termination, the obligations of Executive and the Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other party remedy to which the Company may be entitled either at law, in equity, or under this Agreement. In the event that such other party of a termination pursuant to this section, Executive shall have failed be entitled to comply with receive any material provision accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Agreement Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the time of termination. 3.5 Executive’s employment may be terminated at any time, without time by Executive upon not less than ninety (90) days written notice by Executive to the payment of any penalty, by vote of a majority Board. With the exception of the Company’s trustees who are not “interested persons”covenants included in section 4 below, as defined in upon such termination the 1940 Act, obligations of Executive and the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or under this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Advisershall immediately cease. This Agreement will automatically terminate in In the event of its assignmenta termination pursuant to this section, as defined Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof. The Company shall also pay to Executive all previously accrued but unpaid expense reimbursements at the time of termination. 3.6 Company may terminate Executive’s employment upon not less than thirty (30) days written notice by Company to Executive. With the exception of the covenants included in section 4 below, upon such termination the 1940 Act. Upon expiration or termination obligations of this Agreement, (a) Executive and the Company under this Agreement shall pay immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the shares of Restricted Stock under Section 2.2 based on the days of service prior to the Intermediary Manager termination in conjunction with the Vesting Schedule, and all earned previously accrued but unpaid compensation and reimbursement for all incurred, accountable compensation to which expense reimbursements at the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements time of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companytermination.

Term and Termination. This a. The term of this agreement shall be three (3) years. At any time the Company may, in its sole discretion, discharge the Employee for "cause," effective immediately upon providing the Employee with notice of his dismissal. The only occurrences which shall constitute "cause" within the meaning of this paragraph shall be the following: (i) the conviction of the Employee of a felony or any crime involving moral turpitude; or (ii) the commission of the Employee of an act of fraud or bad faith upon the Company, or (iii) the willful misappropriation of any funds or property of the Company by the Employee; or (iv) the willful, continued failure by the Employee to perform the duties or obligations under this Agreement; or (v) the breach of any material provisions hereof, which is not promptly cured after the Company notifies the employee of such breach, or the engagement by the Employee, without the prior written approval of the Company, in any activity which would violate the provisions of Paragraph 4 of this Agreement. (vi) failure to meet agreed to performance objectives. b. Employee's employment shall also terminate upon: (i) the death or permanent disability of the Employee; The Company has advised the Employee that it currently maintains disability insurance for its employees and during the term of this Agreement, the Company shall maintain disability insurance covering the Employee on terms and conditions no less favorable than the terms and conditions in effect at the date of this Agreement. (ii) the voluntary resignation of the Employee. c. The Company may, in its sole discretion, terminate the Employee without "cause," which term is defined in paragraph 3(a) hereof. d. If the employment period is terminated pursuant to paragraph 3(a) or 3(b), then the Company will have no obligation to pay any amount to the employee other amounts earned or accrued pursuant to the salary provisions above. e. If this Agreement is terminated pursuant to paragraph 3(c), then the Company shall become effective pay the Employee all amounts earned or accrued pursuant to the provisions of paragraphs 2(a) and 2(d) hereof, but which have not yet been paid as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees termination of the CompanyEmployee. In addition, 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 shall until three (3) months following the operation termination, pay the amount of the Company’s Distribution and Servicing Plan (the “Plan”salary that would be payable pursuant to paragraph 2(a) or any agreements entered into in connection with the Plan (including this Agreement)if Employee's employment had not been terminated. f. Unless otherwise terminated, cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party expire 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companythree years.

Term and Termination. This The “Term” of this Agreement shall become effective as of will begin on the date first written above Effective Date and shall remain in force continue until the first anniversary earliest to occur of its effective date and shall thereafter continue completion of all Services or termination under the terms of this Section. The parties intend that the Services will be performed on the schedule described in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of RFP; if the Company, including the vote of a majority of the trustees who Services are not “interested persons,” as defined by completed within such time, at the 1940 Act and written request of YHI, the rules thereunderTerm will be extended for six (6) additional months. Thereafter, of the Company and who have no direct or indirect financial interest Term will renew to the extent the parties agree in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or writing on any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purposesuch renewal. Any Either party to this Agreement shall have the right to may terminate this Agreement on 60 days’ written notice or immediately upon notice to if the other party breaches any of its obligations hereunder and fails to cure such breach within seven (7) days after notice from the non-breaching party. YHI may terminate this Agreement, in whole or in part, in the event that such 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 party shall have failed statute of any state relating to comply with insolvency or the protection of the rights or creditors. YHI may terminate any material provision hereofor all Services without any reason on at least ten (10) days advance written notice. The Agreement also may 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 terminated at financially self-supporting and will not request any time, without financial support from the payment State of any penalty, by vote of a majority Idaho and will not have the power to tax or encumber assets of the Company’s trustees who State of Idaho. The obligations of YHI are not “interested persons”, as defined in the 1940 Act, those of the Company State of Idaho. It is expressly understood and who have no direct or indirect financial interest in agreed that the operation of the Company’s distribution plan or obligation to proceed under this Agreement or 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 vote a majority of YHI. On termination other than for the outstanding voting securities of the Company, on not more than 60 days’ written notice to the 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 Agreementuncured 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 Company shall pay 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 Intermediary Manager all earned but unpaid compensation extent requested, assignment of subcontracts to another Contractor (and reimbursement for all incurred, accountable compensation Contractor hereby appoints YHI its attorney in fact to which execute such documents and assign such subcontracts). The obligations under the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 following Sections of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. hereinwill survive termination of this Agreement for any reason whatsoever: 5, 7-14, 16-20, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Company23.

Term and Termination. 18.1 This Agreement shall become effective as come into effect on the Effective Date and unless terminated earlier in accordance with the following provisions of the date first written above and this clause shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote later of the board of trustees date when the last of the CompanyPatents licensed to Covion pursuant to Clauses 3 to 8 of this Agreement expires, including lapses, becomes abandoned or is revoked following a final decision from which no further appeal is possible and the vote of a majority date when the last of the trustees who are not “interested persons,” as defined by Know-How comes into the 1940 Act and public domain. On the rules thereunder, date on which the last of the Company Patents licensed to Covion pursuant to Clauses 3 to 8 of this Agreement expires, lapses, becomes abandoned or is revoked following a final decision from which no further appeal is possible, the licences granted pursuant to Clauses 6.1, 7.3 and who have no direct or indirect financial interest 8.3 shall become sole licences. For the avoidance of doubt once a particular piece of Know-How comes into the public domain (other than through the fault of CDT) the licences granted pursuant to Clauses 6.1, 7.3 and 8.3 shall become non-exclusive licences in the operation respect 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 that particular piece of Know-How. Also for the purpose. Any party avoidance of doubt any CDT Group Company shall be able to exploit any claim exclusively licensed to Covion pursuant to this Agreement in a patent comprised in the Patents once that patent expires, lapses, is abandoned or is revoked following a final decision from which no further appeal is possible unless Covion is still paying royalties on Covion OLEM Products in which case no CDT Group Company shall have be able to exploit any such claim in the right Field until Covion ceases to pay such royalties. 18.2 In the event that either party is in material breach of the terms of this Agreement and, in the case of a breach capable of being remedied, fails to remedy that breach within thirty days of receiving written notice specifying that breach and requiring the same to be remedied, the other party may terminate this Agreement on 60 days’ written forthwith by notice or immediately upon notice to the other party in writing. 18.3 In the event that such other party shall have failed to comply with that: 18.3.1 Covion has a liquidator, receiver, administrator or administrative receiver appointed in respect of the whole or any material provision hereof. The Agreement also may be terminated at part of its undertaking or assets or enters into any timearrangement or composition with its creditors or calls a meeting of its creditors or is the subject of an order made or resolution passed for its winding up, without whether voluntarily or compulsorily (except for the payment purposes of a bona fide reconstruction or amalgamation) or has an event analogous to any of those referred to above happen to it under the laws of any penalty, by vote jurisdiction in which it is constituted or registered; and 18.3.2 whilst such an event referred to in Clause 18.3.1 is continuing (but not after it ceases) Covion fails to pay within fourteen days of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company demand any sum due 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 more than 60 days’ written notice to the 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 payable under this Agreement, (a) then CDT may terminate this Agreement forthwith by notice in writing to Covion. 18.4 Save as provided in Clause 4.4, CDT may terminate this Agreement forthwith if Covion has after the Company shall pay date of this Agreement taken directly or indirectly any steps to seek to establish the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurredinvalidity of, accountable compensation or otherwise oppose, any of the Patents licensed to which the Intermediary Manager is or becomes entitled under Section 3 Covion pursuant to the requirements of that Section Clauses 3 at such times as 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 8 of this Agreement or an action to procure or assist any third party to do so provided that would this shall not apply to any such steps taken incidentally or inadvertently or which Covion can show were otherwise give rise not taken with the intention of so assisting the third party. 18.5 Covion shall procure that the provisions of clauses 18.1 to an indemnification claim against 18.4 shall apply, with only the Intermediary Manager under Section 4.b. hereinnecessary changes having been made, and (b) the Intermediary Manager shall promptly deliver to any sub-licences granted by Covion hereunder, to the Company all records and documents intent that CDT shall have in its possession that relate to respect of sub-licensees the Offering other than same rights 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 it has in respect of management of the Offering to a party designated by the CompanyCovion.

Term and Termination. This Agreement shall become be effective as and commence on the date hereof and, unless earlier terminated pursuant to this Section 3, shall terminate after the repayment of the date first written above last Acquired Contract in Owner's portfolio and after all taxes, fees, and funds have been accounted for and disbursed with respect thereto in accordance with the terms hereof. This Agreement may be terminated as follows: (a) This Agreement shall remain terminate automatically as to any and all Acquired Contracts upon the dissolution, termination of existence, insolvency (failure to pay debts as they mature or the failure to maintain the fair salable value of assets in force until excess of liabilities), business failure, appointment of a receiver, trustee, custodian, or similar fiduciary, assignment for the first anniversary benefit of creditors, or the commencement of any proceedings under the bankruptcy laws, of, by, or against Servicer, or the making by Servicer of any offer or settlement, extension, or composition to its effective date creditors generally. (b) If Servicer breaches or fails to perform, keep, or observe any representation, warranty, covenant, or agreement contained in this Agreement or in the Master Purchase and shall thereafter continue in effect from year to yearSale Agreement (including, but only so long not limited to, Servicer's failure to deposit funds received for any Acquired Contract into an account as such continuance is specifically approved at least annually by set forth in Section 1(b) hereof, Servicer's failure to deliver on a vote timely basis any of the 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. Any party reports to Owner pursuant to this Agreement shall have or the right Master Purchase and Sale Agreement, Servicer's failure to use due diligence in collecting funds due under any Acquired Contract, Servicer's failure to timely perform its replacement and repurchase obligations as set forth in Article 5 of the Master Purchase and Sale Agreement, and the occurrence of a material adverse change in the financial condition of Servicer), Owner may, upon twenty-four (24) hours written or oral notice, terminate this Agreement on 60 days’ written notice or immediately upon notice with respect to the other party in the event that such other party shall have failed to comply with any material provision hereof. The and all Acquired Contracts. (c) This Agreement also may be terminated as to any and all Acquired Contracts at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered time by the Company or any officer or director mutual agreement 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 4.b. herein, Owner and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyServicer.

Term and Termination. This Agreement shall become effective as a. The initial term of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have commence on the right Effective Date and shall continue in full force and effect until such time as Participant is no longer eligible to terminate this Agreement on 60 days’ written notice receive the Services or immediately upon notice to until the other party Participant’s membership is terminated as provided 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 the Rules and Regulations b. IMLS may terminate this 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 Subscriber or Sales Licensee, except as expressly provided in this Agreement; (3) Participant otherwise fails to comply in all respects with the Rules and Regulations; (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 19.b of this Agreement shall be effective at any time after IMLS has given notice to Participant of any such event c. This Agreement may also terminate as provided under Section 23.d of this Agreement. d. In addition to all other rights and remedies available to IMLS under this Agreement, if Participant fails to pay any Fees when due, or otherwise defaults under this Agreement, IMLS may, in its sole discretion, temporarily suspend the license granted to Participant to access the IMLS Database until all outstanding voting securities Fees have been paid in full or the default has been cured. e. Notwithstanding anything to the contrary in this Agreement, if Participant violates or is alleged to have violated the Rules and Regulations, this Agreement and Participant’s eligibility for the Service shall not be terminated in accordance with Section 19.b of this Agreement until any hearing or appeal rights of Participant, if any, have expired as provided in Section 9 of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Rules and Regulations. f. Upon expiration or termination of this Agreement, (a) Participant agrees to immediately destroy any printouts of the Company IMLS Database or Listing Content, and any copies of the IMLS 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 termination of this Agreement. g. Upon termination of this Agreement, all licenses granted and all services provided to Participant under this Agreement shall pay terminate. In addition, any and all rights granted to Affiliates to access or use the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 IMLS Database pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant Rules and Regulations or separate agreement with IMLS shall automatically terminate , unless otherwise expressly provided with respect to the terms of such Section 3Subscribers or Sales Licensees under an applicable Subscriber Agreement. h. If, offset by for any losses suffered reason, any Subscriber Agreement is terminated, Participant agrees to either assign all Participant’s Listings originated by the Company terminated Subscriber or any officer Sales Licensee to another of Participant’s Subscribers or director Sales Licensees, or request that IMLS terminate or change the status of the Company arising from the Intermediary ManagerParticipant’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained Listings originated 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 Companyterminated Subscriber or Sales Licensee.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the CompanyFund, 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 Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the CompanyFund’s trustees who are not “interested persons”, ,” as defined in the 1940 Act, of the Company Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the CompanyFund, on not more than 60 days’ written notice to the Intermediary Manager 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 Agreement, (a) and except as set forth below, prior to the Company fifteen-month anniversary of the date hereof, the Fund shall pay to the Intermediary Manager all earned but unpaid compensation Managing Dealer any remaining balance of the Managing Dealer Fee not yet paid at such time and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant expenses incurred in accordance with this agreement prior to the requirements of that Section 3 at such times as such amounts become payable pursuant termination date. In the event the Managing Dealer is terminated for failure to comply with the terms of hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Managing Dealer Fee through such Section 3termination date, offset by any losses suffered by the Company Fund or any officer or director trustee of the Company Fund arising from the Intermediary ManagerManaging Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager Managing Dealer under Section 4.b. herein. Upon termination, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company Fund to accomplish an orderly transfer of management of the Offering to a party designated by the CompanyFund.

Term and Termination. This 3.1 The term of this Agreement shall become effective commences as of the date first written above ______________, 200_ and shall remain in force continue until ______________, 200_ unless sooner terminated as herein provided. 3.2 If Executive dies during the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 term of this Agreement, (a) this Agreement shall thereupon terminate, except that the Company shall pay to the Intermediary Manager legal representative of Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof through the first anniversary of Executive’s death (or the scheduled expiration under Section 3.1, if earlier than the first anniversary date) as well as a pro rata allocation of bonus payments under Section 2.2 based on the days of service during the year of death, and all earned amounts owing to Executive at the time of termination, including for previously accrued but unpaid compensation bonuses, expense reimbursements and reimbursement accrued but unused vacation pay. 3.3 If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for all incurreda period in excess of 180 consecutive days during any consecutive twelve (12) month period, accountable compensation then the Company, at its option, may terminate this Agreement by written notice to which Executive (the Intermediary Manager is or becomes entitled under Section 3 pursuant “Disability Notice”) delivered prior to the requirements date Executive resumes the rendering of that Section 3 at services hereunder; provided, however, if requested by Executive (or a representative thereof) such times as such amounts become payable pursuant to the terms termination shall not occur until after examination of such Section 3, offset Executive by any losses suffered a medical doctor (retained by the Company or any officer or director with the consent of Executive which consent shall not be unreasonably withheld) who certifies in a written report to the Board with a copy of such report delivered simultaneously to Executive that Executive is and shall be incapable of performing his duties for in excess of two (2) additional months because of the continuing existence of such incapacitating illness or disability. Notwithstanding such termination, the Company arising from the Intermediary Manager’s breach (a) shall make a payment to Executive of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager a pro rata allocation of payments under Section 4.b. herein, 2.2 based on the days of service during the year in which the Disability Notice is delivered and (b) shall pay to Executive the Intermediary Manager base salary due Executive pursuant to Section 2.1 hereof through the second anniversary of the date of such notice (the “Disability Period”), less any amount Executive receives for such period from any Company-sponsored or Company-paid for source of insurance, disability compensation or governmental program. The Company shall promptly deliver also pay to Executive all amounts owing to Executive at the Company all records time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and documents accrued but unused vacation pay. 3.4 The Company, by notice to Executive, may terminate this Agreement for Cause. As used herein, “Cause” means (a) the refusal in its possession that relate bad faith by Executive to carry out specific written directions of the Offering other than as required Board, (b) intentional fraud or dishonest action by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate Executive in his relations with the Company (“dishonest” for these purposes shall mean Executive’s knowingly making of a material misstatement to accomplish the Board for the purpose of obtaining direct personal benefit); or (c) the conviction of Executive of any crime involving an orderly transfer act of management significant moral turpitude after appeal or the period for appeal has elapsed without an appeal being filed by Executive. Notwithstanding the foregoing, no Cause for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) or (b) above, unless the Board shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the existence of Cause), specifying the Offering Cause with particularity and , within twenty (20) business days after such notice, Executive shall not have disputed the Board’s determination or in reasonably good faith taken action to cure or eliminate prospectively the problem or thing giving rise to such Cause, provided, however, that a party designated by repeated breach after notice and cure, of any provision of clause (a) or (b) above, involving the same or substantially similar actions or conduct, shall be grounds for termination for cause upon not less than five (5) days additional notice from the Company. Subject to Section 3.6 hereof, the Company may at any time, terminate the employment of Executive for any reason or no reason.

Term and Termination. 5.1 This Agreement shall become effective as be in effect for an undefined period of time commencing on the date first written above set forth in Exhibit A (the "Commencement Date"), and shall remain in force continue until it is terminated pursuant to the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 terms set forth herein (the “Plan”) or any agreements entered into in connection with "Term"). 5.2 Either Party may terminate the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated employment relationship hereunder at any time, without the payment of obligation to provide any penaltyreason, by vote of giving the other party a majority of prior written notice as set forth in Exhibit A (the Company’s trustees who are not “interested persons”"Notice Period"). Notwithstanding the foregoing, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or is entitled to terminate this Agreement or by vote with immediate effect upon a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or Employee and to pay the AdviserEmployee an amount equal to the Salary the Employee is entitled to receive under this Agreement that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. This Agreement will automatically terminate in In the event that the Employee shall terminate this Agreement with immediate effect or upon shorter notice than the Notice Period and/or shall not continue working during all the Notice Period, then: (i) the Employee shall not be entitled to receive the Salary and/or any other benefit for the part of its assignmentthe Notice Period during which the Employee did not work for the Company; and (ii) the Employee shall be obligated to pay the Company an amount equal to the Salary that would have been payable to the Employee by the Company for the part of the Notice Period during which the Employee did not work for the Company (and the Company may deduct such amount from any payment due to the Employee by the Company). 5.3 During the Notice Period and unless otherwise determined by the Company in a written notice to the Employee, the employment relationship hereunder shall remain in full force and effect, the Employee shall continue discharging and performing all of his/her duties and obligations with Company, and the Employee shall cooperate with the Company and assist the Company with the integration into the Company of the person who will assume the Employee's responsibilities. 5.4 Notwithstanding, the Company may immediately terminate the employment relationship for Cause, without paying the Employee any payment with respect to the term commencing following such termination, and such termination shall be effective as defined in of the 1940 Acttime of notice of the same. Upon expiration or termination of this Agreement, "Cause" means (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 a material breach of this Agreement or an action that would otherwise give rise to an indemnification claim against (including its Exhibits) by the Intermediary Manager Employee and/or a breach of the Employee's undertakings under Section 4.b. herein, and Exhibit B hereto; (b) any willful failure to perform any of the Intermediary Manager shall promptly deliver Company's reasonable instructions or any of the Employee's fundamental functions or duties hereunder; (c) the Employee's engagement in willful misconduct or acting in bad faith with respect to the Company all records and documents Company, (d) the Employee's conviction of a felony involving moral turpitude; or (e) any cause justifying termination or dismissal in its possession that relate to the 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 circumstances in which the Company to accomplish an orderly transfer of management of can deny the Offering to a party designated by the CompanyEmployee severance payment under applicable law.

Term and Termination. 4.1 This Agreement shall become effective when signed by all the Partners and shall expire on 201 2 December 31 unless extended in accordance with Article 4.2. 4.2 At points, to be known as Assessment Points, the Parties shall decide whether or not to close the Gemini Facilities, in whole or in part, and whether to: a) extend this Agreement for a further period of at least three years; or b) allow this Agreement to expire without renewal and dispose of the date Gemini Facilities. 4.3 The first written above and Assessment Point shall remain in force until the first anniversary of its effective date and be within calendar year 2009. Subsequent Assessment Points shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved be at least annually 3-yearly intervals unless otherwise determined by a vote unanimous agreement of the board Board. 4.4 At any Assessment Point, any Party may elect not to continue its participation in Gemini beyond the current expiry date. Any Party electing not to continue shall not be subject to penalty. However, if in consequence of trustees any Party electing not to continue, the remaining Parties are able to operate only part of the CompanyGemini Facilities, including the vote of a majority Party electing not to continue shall share any costs or benefits arising from the partial closure of the trustees who are Gemini Facilities in proportion to its contribution to Gemini The Party electing not “interested persons,” as defined by to continue shall not be entitled to make any claim for compensation for prior contribution. 4.5 The remaining Parties shall take full responsibility for the 1940 Act assets and liabilities of Gemini, and must agree to the proportions in which those assets, and the rules thereundercosts of operating the Gemini Telescopes, of shall henceforth be apportioned between them. In consequence, 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. Any party to remaining Parties shall either amend this Agreement shall have or terminate this Agreement and replace it with a new agreement. 4.6 In the right event that the Parties agree to terminate this Agreement on 60 days’ written notice during Construction and Commissioning, or immediately upon notice to close the other party Gemini Facilities, in whole or in part, during Operation, the event that Parties will share any costs and/or benefits arising from such other party shall have failed termination or closure in proportion to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice their contribution to the 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 Gemini. 4.7 On expiry of this Agreement, (a) the Company Parties shall pay to agree on the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to manner in which the Intermediary Manager is assets shall be disposed of. The costs or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 benefits arising from that disposal, including the Intermediary Manager’s breach net proceeds that may arise from any sale of this Agreement or an action that would otherwise give rise assets, shall be divided between the Parties in proportion to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver their contribution to the Company all records and documents in its possession that relate to the 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 CompanyGemini.

Term and Termination. 9.1 This Agreement shall become effective as of the date first written above and shall remain in force until the first second anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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)Independent Trustees, cast in person at a meeting called for the purposespecific purpose of voting on the continuance of this Agreement. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager Managing Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. . 9.2 Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Manager all earned but unpaid compensation Managing Dealer any remaining balance of the Variable Managing Dealer Fee not yet paid at such time and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant expenses incurred in accordance with this agreement prior to the requirements of that Section 3 at such times as such amounts become payable pursuant termination date. In the event the Managing Dealer is terminated for failure to comply with the terms of hereof or for any other “cause” event, the Managing Dealer shall be entitled only to its prorated Variable Managing Dealer Fee through such Section 3termination date, offset by any losses suffered by the Company or any officer or director trustee of the Company arising from the Intermediary ManagerManaging Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager Managing Dealer under Section 4.b4.2 herein. hereinUpon termination, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager 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 Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager Managing Dealer or the AdviserAdvisor. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager 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. (a) The term (“Term”) of this Agreement and of Executive’s employment hereunder shall commence as of June 1, 2009 and shall continue for a period of one (1) year thereafter unless earlier terminated as provided in Section 3(b) of this Agreement. The Term will automatically be extended for an additional one-year period following the expiration of the Term and of any such extension of the Term thereafter (each extension of the Term being an “Extension Term”) without further action by the Executive or Company unless written notice not to renew is given to the other, by either the Company or Executive, not less than 90-days prior to the expiration of the Term or any Extension Term (such notice shall be referred to herein as a “Nonrenewal Notice”). In the event a Nonrenewal Notice is given by one party to the other as provided in the immediately preceding sentence, then the automatic extension of the Term or any Extension Term, as may be applicable, shall thereafter be of no further force and effect. (b) This Agreement and Executive’s employment shall become effective as terminate upon Executive’s death. This Agreement and Executive’s employment hereunder may also be terminated (i) upon mutual agreement of Executive and the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually Company; (ii) unilaterally by a vote of the board of trustees of the Company, including upon written notice to Executive, for Good Cause (as defined in Section 3(c) below); (iii) unilaterally by the vote Company, upon written notice to Executive, without Good Cause or (iv) upon written notice to Executive, if Executive shall at any time be unable to perform the essential functions of his job hereunder, by reason of a majority physical or mental illness or condition with or without reasonable accommodation, for a continuous period of one hundred eighty (180) consecutive days, as permitted by law and as certified by a physician or physicians selected by the Board. (c) As used in this Agreement, “Good Cause” means: (i) any act of fraud or dishonesty; (ii) any act of theft or embezzlement; (in) the breach of any material provision of this Agreement by Executive (provided that such breach is not cured by Executive within thirty (30) days of receiving written notice of such breach from the Company); (iv) violation of the trustees who are not “interested persons,” as defined by the 1940 Act policies and the rules thereunder, procedures of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan Subsidiary (the “Plan”v) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed failure to comply with the written directions of the Board; (vi) engaging in any material provision hereof. The Agreement also may be terminated at any time, without unlawful harassment or discrimination; (vii) the payment conviction of Executive of any penalty, crime involving moral turpitude (whether felony or misdemeanor) or involving any felony; (viii) any act of moral turpitude by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 Executive that materially adversely affects the Company, on not more than 60 days’ the Subsidiary or any Other Affiliates and any of their business reputations; (ix) violation of state or federal securities laws; (x) failure to perform job duties after receiving written notice from the Board and a reasonable opportunity to cure or (xi) any other matter constituting “good cause” under the Intermediary Manager laws (including inter alia, statutes, regulations 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 Agreement, (ajudicial case law) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 State of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyGeorgia.

Term and Termination. (A) This Agreement shall become be effective as of the date first written above hereof. (B) This Agreement and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote employment of the board Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of trustees this Agreement. (C) This Agreement and the employment of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined Executive may be terminated 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 Hub for any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ reason whatsoever upon prior written notice or immediately upon notice to the other party Executive, or by the Executive for Good Reason upon written notice to Hub, provided that, in the event that the Agreement is terminated in accordance with this Section 5(C), the Executive shall be: (i) paid the Basic Compensation and entitled to receive the Benefits for the period up to the effective date of termination; and (ii) (a) an amount equal to twelve (12) months’ Basic Compensation; (b) a ratable portion, based on the days elapsed in the then current year to the effective date of termination, of an amount equal to the most recent prior Bonus paid to the Executive; and (c) the value of the group insurance and automobile benefits or allowance components of the Benefits, all on a semi-monthly basis over the ensuing twelve (12) months, provided that in the event that the Executive breaches any of the provisions of Section 4 hereof, effective as at the date of such breach the Executive shall cease to be entitled to any further payment under this Section 5(C) or by way of any other party damages, compensation or pay in lieu of notice; and provided further that in no event shall have failed to comply with any material provision hereof. The the Executive be paid an amount that is less than the prescribed minimum under applicable employment standards legislation. (D) Notwithstanding Section 5(B), this Agreement also may be terminated at any timeimmediately by Hub for Cause, without further obligation to the payment Executive, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of any penaltytermination. (E) Notwithstanding Section 5(B), this Agreement may be terminated by vote of a majority Hub due to the Disability of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 Executive upon ninety (90) days’ written notice to the Intermediary Manager or Executive, provided that the Adviser. This Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the effective date of termination. (F) Notwithstanding Section 5(B), this Agreement will automatically terminate in shall be terminated immediately upon the Death of the Executive or, unless otherwise agreed by the parties, upon the Executive’s attaining sixty-five (65) years of age, provided that the Executive shall be entitled to receive an amount equal to the Basic Compensation. (G) In the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to Agreement in accordance with the terms hereof, the provisions 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 4.b. herein, 4 shall continue in full force and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companyeffect.

Term and Termination. This A. The Initial Term of this Agreement shall become effective as of the date first written above commence on December 12, 2001 and it shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year for a period of Three (3) years. Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company. This Agreement and Executive's employment may be terminated at Company's discretion during the Initial Term, provided that Company shall pay to yearExecutive an amount equal to payment at Executive's base salary rate for the remaining period of Initial Term, but only so long as plus an amount equal to Two-hundred percent (200%) of Executive's base salary, plus full medical coverage for 12 months following the effective termination date. In the event of such continuance is specifically approved termination, Executive shall not be entitled to any incentive salary payment or any other compensation then in effect, prorated or otherwise. B. This Agreement and Executive's employment may be terminated by Company at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid Seventy-five percent (75%) of Executive's then applicable base salary. In the event of such a discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise. C. This Agreement may be terminated by Executive at Executive's discretion by providing at least annually thirty (30) days prior written notice to Company. In the event of termination by a vote Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the board then applicable base salary rate to the termination date included in Executive's original termination notice. D. In the event that Executive is in breach of trustees any material obligation owed Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, or is convicted of any criminal act or engages in any act of moral turpitude, then Company may terminate this Agreement upon five (5) days notice to Executive. In event of termination of the agreement pursuant to this subsection, Executive shall be paid only at the then applicable base salary rate up to and including the vote date of termination. Executive shall not be paid any incentive salary payments or other compensation, prorated or otherwise. E. In the event Company is acquired, or is the non-surviving party in a majority merger, or sells all or substantially any of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunderits assets, 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may not be terminated at any time, without and Company agrees to ensure that the payment of any penalty, transferee or surviving company is bound by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 provisions of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Agreement 5.1 The Parties agree that this WCA shall become effective stand automatically terminated and the waiver, consents and amendments thereof, as applicable, shall be automatically rescinded and revoked without any further act or deed required by any Party of the date first written above Parties and shall remain in force until without any liabilities or obligations whatsoever, upon the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote earlier of the board following dates (“IPO Long Stop Date”): (i) 12 (twelve) months from the date of trustees receipt of final observations from SEBI; (ii) Exit Long Stop Date; (iii) the date on which the Board decides not to undertake the IPO or decides to withdraw the IPO or any offer document filed with any regulator/ authorities in respect of the IPO; (iv) the date on which the offer agreement executed between the Company, the Investor, Kotak Data Centre Fund and the BRLMs, is terminated; or (v) this WCA being terminated by the mutual written agreement of all Parties, including if the vote of a majority listing of the trustees who are Equity Shares pursuant to the IPO is not “interested persons,” as defined completed by then, subject to a withdrawal of the 1940 Act DRHP upon such termination. 5.2 The termination of this WCA shall be without prejudice to the accrued rights and obligation of the Parties hereunder prior to such termination and nothing herein shall relieve any Party from its obligations or from any liability under the DSA, save for any consents and/or waivers provided under Clauses 3 and 4 of this WCA. 5.3 With respect to any Party, this WCA shall stand automatically terminated upon such Party ceasing to hold any Shares in the Company, subject to the surviving rights and obligations of such Party which accrue on or prior to the date of such Party ceasing to be a shareholder. 5.4 In case of termination of this WCA in accordance with Clause 5.1, all amendments to the DSA and the rules thereunderArticles, of the Company under or pursuant to this WCA, and who have no direct or indirect financial interest in the operation of the Company’s Distribution any other action taken pursuant to this WCA and Servicing Plan (the “Plan”) or any agreements entered into all waivers and consents granted in connection with the Plan WCA (including this Agreementin relation to the Qualified IPO), cast shall automatically cease to have effect, and the Parties shall act in person at a meeting called for the purpose. Any party accordance with Clause 5 to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice give effect to the other party aforesaid. 5.5 In case of termination of this WCA in accordance with Clause 5.1, the event Parties agree that such other party the provisions of the DSA (as existing prior to the execution of this WCA) shall (i) immediately and automatically stand reinstated with full force and effect, without any further action or deed required on the part of any Party; and (ii) be deemed to have failed to comply with been in force during the period between the date of execution of this WCA and the date of termination of this WCA, without any material provision hereofbreak or interruption whatsoever. The Agreement also may be terminated at any time, without Parties hereby agree and acknowledge that the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, obligation of the Company and who have no direct or indirect financial interest in under this Clause 5.5 shall survive 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 more than 60 days’ written notice to the 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 Agreement, (a) WCA only in case of failure of Consummation of the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered Qualified IPO 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyIPO Long Stop Date.

Term and Termination. This 10.01 The initial term of this Agreement shall become effective as of be three (3) years from the date first written referenced above and the appointment shall remain automatically be renewed for one year successive terms without further action of the parties, unless written notice is provided by either party at least 90 days prior to the end of the initial or any subsequent period. The term of this appointment shall be governed in force until accordance with this paragraph, notwithstanding the first anniversary cessation of active trading in the capital stock of any Fund. 10.02 In the event that AST commits any continuing breach of its effective date material obligations under this Agreement, and such breach remains uncured for more than sixty (60) days after written notice by the Company (which notice shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote explicitly reference this provision of the 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. Any party Company shall be entitled to terminate this agreement with no further payments other than (a) payment of any amounts then outstanding under this Agreement and (b) payment of any amounts required pursuant to Section 10.05 hereof. 10.03 In the event that the Company terminates this Agreement other than pursuant to Sections 10.01 and 10.02 above, the Company shall be obligated to immediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 above, as well as the charges accruing pursuant to Section 10.05 below. 10.04 In the event that the Company commits any breach of its material obligations to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than sixty (60) days, AST shall have the right to terminate this Agreement on 60 days’ or suspend its services after written notice or immediately upon by AST (which notice shall explicitly reference this provision of the Agreement) to the other party in the event that Company. During such other party time as AST may suspend its services, AST shall have failed no obligation to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, act as defined in the 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 sub-transfer agent and/or registrar on behalf of the Company, on and shall not more than 60 days’ written notice be deemed its agent for such purposes. 10.05 Should the Company elect not to the Intermediary Manager renew this Agreement or the Adviser. This Agreement will automatically otherwise terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company AST shall pay be entitled to reasonable costs for records for delivery to its successor or to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. hereinCompany, and (b) the Intermediary Manager shall promptly deliver for forwarding and maintaining records with respect to the Company all records and documents certificates received after such termination. AST will perform its services in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate assisting with the Company to accomplish an orderly transfer of management of the Offering to records in a party designated by the Companydiligent and professional manner.

Term and Termination. This Agreement shall become effective 8.1 Unless earlier terminated as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearhereinafter provided, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall extend for the life of the last to expire patent issued on the Subject Technology and shall then expire automatically, or if no patent issues on the Subject Technology, this Agreement shall continue in full force and effect for a period of ten (10) years from the first commercial sale of Licensed Products by LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free license to the Subject Technology. 8.2 In the event of default or failure by LICENSEE to perform any of the terms, covenants or provisions of this Agreement, LICENSEE shall have thirty (30) days after the giving of written notice of such default by ▇▇▇▇▇▇ ENTERPRISES to correct such default. If such default is not corrected within the said thirty (30) day period, ▇▇▇▇▇▇ ENTERPRISES shall have the right, at its option, to cancel and terminate this Agreement. The failure of ▇▇▇▇▇▇ ENTERPRISES to exercise such right of termination for non-payment of royalties or otherwise shall not be deemed to be a waiver of any right ▇▇▇▇▇▇ ENTERPRISES might have, nor shall such failure preclude ▇▇▇▇▇▇ ENTERPRISES from exercising or enforcing said right upon any subsequent failure by LICENSEE. 8.3 ▇▇▇▇▇▇ ENTERPRISES shall have the right, at its option, to cancel and terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party LICENSEE shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time(i) become involved in insolvency, without the payment of any penaltydissolution, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct bankruptcy or indirect financial interest in receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the Company’s distribution plan benefit of creditors, or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of its assignmentthirty (30) days following any of the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such proceedings. In the event of termination of this Agreement all rights to the Subject Technology shall revert to ▇▇▇▇▇▇ ENTERPRISES. 8.4 At the date of any termination of this Agreement pursuant to Paragraph 8.2 hereof for breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as defined of the receipt by LICENSEE of notice of such termination, LICENSEE shall immediately cease using any of the Subject Technology and return all copies of the same to ▇▇▇▇▇▇ ENTERPRISES; provided, however, that LICENSEE may dispose of any Licensed Products actually in the 1940 Actpossession of LICENSEE prior to the Agreement Date of termination, subject to LICENSEE's paying to ▇▇▇▇▇▇ ENTERPRISES running royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with the terms of this Agreement. 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. Upon expiration or The obligations of Sections 5 and 13 shall survive termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Agreement shall become effective as Date of 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 ISG Participant Agreement) and fails to remedy the same within thirty (30) days after receiving notice to do so (hereinafter, the “Date of Termination”), and (v) the date of receipt by ETSI of an application sent by the 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 date first written above and ISG shall remain in force until be decided by the first anniversary of its effective date and shall thereafter continue in effect from year Director-General pursuant to year, but only so long as such continuance is specifically approved at least annually by a vote Article 8.3.9 of the board ETSI Rules of trustees Procedure and clause 3.2 of the Company, including ETSI Technical Working Procedures; the vote Participant may resign from the ISG at any time by sending a notice of a majority resignation to the Chairman of the trustees who are not “interested persons,” as defined ISG and the 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 1940 Act 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 rules thereunderDirector-General, and the date of the Company and who have no direct or indirect financial interest in revocation shall be deemed to be the operation date of receipt of the Company’s Distribution notice of revocation by the Participant; 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, termination sent by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate ETSI in the event of a material breach of its assignmentobligations by the Participant under this ISG Participant Agreement 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 be 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 defined in Participant of the 1940 Act. Upon expiration or ISG, it being provided however that termination of this Agreement, (a) the Company ISG Participant Agreement for any reason: shall pay be without prejudice to any rights or obligations which shall have accrued or become due prior to the Intermediary Manager Date of Termination and the Participant shall remain bound to duly perform and complete any and all earned but unpaid compensation and reimbursement for all incurredobligations which shall have arisen out of or in connection with this ISG Participant Agreement prior to the Date of Termination, accountable compensation including any transfer or license of intellectual property rights (or undertakings to which the Intermediary Manager is transfer or becomes entitled under Section 3 license intellectual property rights) pursuant to the requirements ETSI IPR Policy and Article 2 of that Section 3 at such times as such amounts become payable pursuant to this ISG Participant Agreement; shall not affect any right or obligation of any party under Article 4.2 of this ISG Participant Agreement, which shall 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 party may have in respect of any breach of 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 ISG Participant Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver prior to the Company all records and documents in its possession that relate to the 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 Date of management of the Offering to a party designated by the CompanyTermination.

Term and Termination. This Agreement shall become be effective as and commence on the date hereof and, unless earlier terminated pursuant to this Section 3, shall terminate after the repayment of the date first written above last Acquired Contract in Owner's portfolio and after all taxes, fees and funds have been accounted for and disbursed with respect thereto in accordance with the terms hereof. This Agreement may be terminated as follows: (a) This Agreement shall remain terminate automatically as to any and all Acquired Contracts upon the dissolution, termination of existence, insolvency (failure to pay debts as they mature or the failure to maintain the fair salable value of assets in force until excess of liabilities), business failure, appointment of a receiver, trustee, custodian or similar fiduciary, assignment for the first anniversary benefit of creditors, or the commencement of any proceedings under the bankruptcy laws, of, by, or against Servicer, or the making by Servicer of any offer or settlement, extension or composition to its effective date creditors generally. (b) If Servicer breaches or fails to perform, keep or observe any representation, warranty, covenant or agreement contained in this Agreement or in the Master Purchase and shall thereafter continue in effect from year to yearSale Agreement (including, but only so long not limited to, Servicer's failure to deposit funds received for any Acquired Contract into an account as such continuance is specifically approved at least annually by set forth in Section 1(b) hereof, Servicer's failure to deliver on a vote timely basis any of the 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. Any party reports to Owner pursuant to this Agreement shall have or the right Master Purchase and Sale Agreement, Servicer's failure to use due diligence in collecting funds due under any Acquired Contract, Servicer's failure to timely perform its replacement and repurchase obligations as set forth in Article 5 of the Master Purchase and Sale Agreement, and the occurrence of a material adverse change in the financial condition of Servicer), Owner may, upon twenty-four (24) hours written or oral notice, terminate this Agreement on 60 days’ written notice or immediately upon notice with respect to the other party in the event that such other party shall have failed to comply with any material provision hereof. The and all Acquired Contracts. (c) This Agreement also may be terminated as to any and all Acquired Contracts at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered time by the Company or any officer or director mutual agreement 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 4.b. herein, Owner and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyServicer.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the CompanyFund, 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 Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the CompanyFund’s trustees who are not “interested persons”, ,” as defined in the 1940 Act, of the Company Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the CompanyFund, on not more than 60 days’ written notice to the Intermediary Manager 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 Agreement, (a) the Company Fund shall pay to the Intermediary Manager all earned but unpaid compensation and Managing Dealer any reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant expenses incurred in accordance with this agreement prior to the requirements of that Section 3 termination date and not yet paid at such times as such amounts become payable pursuant to time. Upon termination, 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 4.b. herein, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company Fund to accomplish an orderly transfer of management of the Offering to a party designated by the CompanyFund.

Term and Termination. This Agreement shall become effective as The term of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have commence on the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party date of execution by both parties and will continue perpetually unless terminated in the event that such other party shall have failed to comply accordance with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 written notice by a majority party hereto given at least ninety (90) days prior to the proposed date of termination (“Term”). Those sections which by their nature are intended to survive termination or expiration of this Agreement shall survive any termination or expiration of this Agreement, including, without limitation, Sections 2, 3, 4, 5, 6, 7, 8, 10, and 11 through 20. Notwithstanding anything to the contrary contained in this Agreement: (i) Any disclosure, whether willful or accidental, by Academic Institution and/or any of its Internal Users of the outstanding voting identity of any broker, dealer or municipal securities dealer effecting, reporting or otherwise taking part in or involved with any trade in the Data shall be a material breach of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. this Agreement and shall automatically terminate this Agreement without further action by either party; and (ii) This Agreement will (and including Academic Institution’s access to any data of CGS provided hereunder in the Academic Data Set) is expressly conditioned on the effectiveness of MSRB’s agreement with CGS. Academic Institution’s license under this Agreement and, accordingly, access to data of CGS provided hereunder shall automatically terminate upon any termination of MSRB’s agreement with CGS. In addition, other data or information may be subject to third party license agreements between MSRB and the licensor and any rights to use such third party data or information under this Agreement shall terminate automatically in the event of its assignmenta termination of the applicable third party license agreement. Accordingly, MSRB would notify Academic Institution as defined promptly as practicable if any such termination occurred. Academic Institution shall keep one copy of the Academic Data Set (“Master Copy”) separate and distinct from any other information and shall not alter, modify or commingle the content or any part or parts of the Master Copy with Academic Institution’s own information or that of a third party. In the event of termination of a specific Attachment A or this Agreement, Academic Institution shall (i) cease all use of the Academic Data Set or cease using the Academic Data Set for the purposes of the specific Attachment A which was terminated and (ii) promptly delete or destroy the Master Copy of the Academic Data Set, except to the extent Academic Institution is required to retain portions of the Academic Data Set for regulatory compliance purposes. Academic Institution shall deliver promptly (and in any event within ten (10) Business Days after termination) to MSRB written certification that the 1940 ActMaster Copy, except to the extent Academic Institution is required to retain portions of the Academic Data Set for regulatory compliance purposes, has been purged from Academic Institution’s computer systems, and all copies or portions thereof. Upon expiration Notwithstanding the foregoing, Academic Institution is not required to expunge de minimis amounts (both in terms of amount of material obtained from the Academic Data Set and the proportionate amount of such material used within Academic Institution’s materials) of the Academic Data Set to the extent contained in working papers, reports, spreadsheets, charts, risk models, financial histories, credit profiles and like items created and used during the Term in accordance with the provisions of the Agreement. Academic Institution may also access and retain those portions of the Academic Data Set for backup or document retention purposes, necessary for statutory audit requirements, regulatory compliance purposes or as required by law or to the extent necessary to properly respond to a request of any regulatory body with control over Academic Institution. For the avoidance of doubt, such retained portions of the Academic Data Set may not be repurposed (e.g., incorporated into new materials) or otherwise used after termination of this Agreement, . In no event shall Academic Institution make any further research use (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company or any officer commercial use) of any retained Academic Data Set 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companyportion thereof.

Term and Termination. 8.1 This Agreement shall become effective as may be terminated by any Party with or without cause on thirty (30) days' advance written notice. 8.2 Notwithstanding any other provision of this Agreement, DFAS, the date first Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days' prior written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year notice to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including unless the vote Company has cured such cause within thirty (30) days of a majority of the trustees who are not “interested persons,” as defined receiving such notice, for any material breach by the 1940 Act and the rules thereunderCompany of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, 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. Any party to this Agreement shall have the right to may terminate this Agreement for cause on 60 not less than thirty (30) days’ ' prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or immediately upon the Fund, as appropriate, has cured such cause within thirty (30) days of 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 Agreement, 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. 8.5 Notwithstanding any other party 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 other party shall have failed Portfolio ceases to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of qualify as a majority "regulated investment company" under Subchapter M of the Company’s trustees who are not “interested persons”Code, as defined in the 1940 Act, of or if the Company and who have no direct or indirect financial interest in reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the operation of the Company’s distribution plan or Company may terminate this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or Fund, the Adviser. This Agreement will automatically terminate 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. 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 determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its assignmentbusiness, as defined 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 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 business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any Party may terminate this Agreement for cause on not less than thirty (30) days' prior written notice to all other Parties, unless any of the other Parties has cured such cause within thirty (30) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party's ultimate controlling person; however, a change in the 1940 Act. Upon expiration name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party's participation in the subject matter of this Agreement. 8.11 Notwithstanding the termination of this Agreement, (a) each Party shall continue for so long as any Contracts remain outstanding to perform such of its duties hereunder as are necessary to ensure the Company shall pay to continued tax status thereof and the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurredpayment of benefits thereunder, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 respect to a party designated by Portfolio and the Companycorresponding subaccount of each Account.

Term and Termination. (a) This Agreement shall become be effective as of the date first written above Effective Time and shall remain in force continue until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 “PlanTermination Date”) that is the earliest of: (i) the date the Trust shall have dissolved and wound up its business and affairs in accordance with Section 9.02 of the Trust Agreement; (ii) the date that all of the Royalty Interests have been terminated or any agreements entered into are no longer held by the Trust; (iii) the date that either the Company or the Trustee may designate by delivering a written notice no less than 90 days prior to such date; provided, that the Drilling Obligation Completion Date shall have been achieved pursuant to the terms of the Development Agreement; provided, further, that the Company shall not terminate this Agreement except in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice Company’s transfer of some or immediately upon notice to the other party 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 any penalty, by vote of a majority all of the Company’s trustees who are not “interested persons”, Subject Interests (as defined in the 1940 ActConveyances) and then only with respect to the Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the Company and who have no direct or indirect financial interest transferee of such Subject Interests, reasonably satisfactory to the Trustee, in which such transferee assumes the operation responsibility to perform the Services relating to the Subject Interests being transferred in accordance herewith; and (iv) the date mutually agreed to by the parties to this Agreement. (b) Upon termination of the Company’s distribution plan or this Agreement in accordance with Section 5.1(a)(i), (ii) or by vote a majority of the outstanding voting securities of the Company(iv), on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This all rights and obligations under this Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or shall cease except for (i) obligations that expressly survive termination of this Agreement, (aii) liabilities and obligations that have accrued prior to the Termination Date, including the obligation to pay any amounts that have become due and payable prior to such Termination Date and (iii) the Company shall obligation to pay any portion of the Administrative Services Fee that has accrued prior to the Intermediary Manager all earned but unpaid compensation such Termination Date, even if such portion has not become due and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 payable at such times as 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 time. Upon termination of this Agreement or an action that would otherwise give rise in accordance with Section 5.1(a)(iii), the Company’s obligations to an indemnification claim against provide Services shall cease only with respect to the Intermediary Manager under Section 4.b. hereinSubject Interests transferred, and (b) shall otherwise continue unabated. In the Intermediary Manager event that the Company terminates this Agreement with respect to Subject Interests transferred in accordance with Section 5.1(a)(iii), the Administrative Services Fee shall promptly deliver be proportionately reduced, unless the Company certifies to the Company all records and documents Trustee that such transfer of the Subject Interests will not result in its possession that relate a material decrease in the Company’s costs of providing the Services to the Offering other than as required by law Trust with respect 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 Companyremaining Subject Interests.

Term and Termination. This Agreement shall become effective 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 date first terms of this Agreement), (ii) the death of Dr. Kapoor, (iii) the written above and shall remain in force until the first anniversary approval of its effective date and shall thereafter continue in effect from year such termination by each of Dr. Kapoor (or, if Dr. Kapoor is unable to yearact, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of Beneficiaries holding a majority of the trustees who are not “interested persons,” as defined by the 1940 Act Trust Units) and the rules thereunderCompany, (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 ▇▇. ▇▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇▇’▇ 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 who have no direct or indirect financial interest in the operation Beneficiaries of termination, stating that the Company had failed to (x) pay any of the CompanyTrustee’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including base compensation under this Agreement), cast in person at a meeting called (y) reimburse the Trustee for the purpose. Any party any of its reasonable and documented expenses pursuant to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 Section 7.04 of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 (z) indemnify the Trustee for any claim, damage, loss, liability, cost or expense pursuant to Section 7.02 of this Agreement, and the outstanding voting securities of failure to pay, reimburse or indemnify, as applicable, was not cured within thirty days after the Company, on not more than 60 days’ date upon which the Trustee delivered to the Company written notice of such nonpayment, failure to the Intermediary Manager reimburse or the Adviser. This Agreement will automatically terminate in the event of its assignmentfailure to indemnify, as defined in applicable, and the 1940 Act. Upon expiration or potential termination of this Agreement, except that, with respect to subclauses (ay) 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 shall pay with respect to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurredneed to reimburse or indemnify the Trustee, accountable compensation to which as applicable. In the Intermediary Manager is case of any termination under clause (i), (ii) or becomes entitled under Section 3 pursuant (iii) above, Company shall provide written notice of termination to the requirements Trustee, which notice the Trustee shall be permitted to conclusively rely upon. In the case of that Section 3 at such times as such amounts become payable pursuant any termination under clause (iv) above, Dr. Kapoor shall provide written notice of the termination to the terms Trustee and simultaneously to the Company, which notice the Trustee shall be permitted to conclusively rely upon. In the case of such Section 3clause (i), offset by any losses suffered by (ii) or (iii) above, the Company or any officer or director termination shall be effective on the date of delivery 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver notice to the Company all records and documents in its possession that relate Trustee. In the case of clause (iv) above, the termination shall be effective 14 days following delivery of the notice to the Offering other than as required by law to Trustee and the Company. In the case of clause (v) above, the termination shall be retained by effective on the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer date of management delivery of the Offering final termination notice to a party designated by the Company. Prior to any termination under this Section 8.03, all fees and expenses payable to the Trustee through the end of the fiscal quarter in which such termination is to occur shall have been paid in full.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually may be terminated by a vote of the 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 either party (the “Plan”a) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such the other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 if any of the outstanding voting securities representations, warranties, covenants or agreements of the Company, such party contained herein shall not have been materially complied with or (b) on not more than 60 days’ written notice notice. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) 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 been reached, into such other account as the Company may designate; and (b) promptly deliver to the Intermediary 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 or pursuant to (i) Federal and state securities laws and the Adviserrules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. This Agreement will automatically terminate in The Dealer Manager shall use its best efforts to cooperate with the event Company to accomplish any orderly transfer of its assignment, as defined in management of the 1940 ActOffering to a party designated by the Company. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Dealer Manager is or becomes entitled under Section 3 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 3 5 at such times as such amounts become payable pursuant to the terms of such Section 35 without acceleration, offset by any losses suffered by the Company or 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 Intermediary Dealer Manager’s breach of this Agreement or an any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Intermediary Dealer Manager under Section 4.b7.b. hereinof 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 (b) the Intermediary Manager shall promptly deliver reimbursements to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Dealer 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. 18.1 This Agreement shall become effective take effect as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote day of the board of trustees month in which the Korean Food & Drug Administration approves the sale of the Company, including Products in Korea after the vote completion of a majority of initial batch testing for 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 Products (the “PlanEffective Date”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be Unless earlier terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of this Agreement, this Agreement shall remain in effect for an initial term of three (3) years commencing on the Effective Date and ending on the date falling three (3) years thereafter (the “Initial Term”), and shall thereafter be automatically renewed for successive periods of one (1) year each on the same terms and conditions, unless B gives Distributor prior written notice of its intention not to renew this Agreement prior to the end of such Section 3Initial Term or renewed term, offset by as the case may be. 18.2 In the event that any losses suffered by the Company or any officer or director of the Company arising following occurs, B shall be entitled to immediately terminate this Agreement in whole or in part (i.e., by removing from this Agreement the Intermediary Manager’s distributorship for any of the Products or for any part of the Territory) upon written notice to Distributor: (a) Distributor commits any breach of this Agreement or an action that would otherwise give rise and, in the case of a breach capable of remedy, fails to an indemnification claim against remedy the Intermediary Manager under Section 4.b. herein, and breach within thirty (30) days after receipt of a written notice from B; (b) Distributor becomes generally unable to pay its debts as they become due; (c) an encumbrancer takes possession of or a receiver is appointed over any of the Intermediary Manager shall promptly deliver property or assets of Distributor; (d) Distributor makes any voluntary arrangement with its creditors or becomes subject to an administration order; (e) Distributor goes into liquidation (except for the Company all records purposes of amalgamation or reconstruction and documents in its possession such manner that relate to the Offering other than as required by law entity resulting therefrom effectively agrees to be retained bound by or assume the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with obligations imposed on that other party under this Agreement); (f) the Company to accomplish an orderly transfer majority ownership of management Distributor changes; (g) there is a substantial change in the personnel of Distributor responsible for sales and marketing of any of the Offering Products or in any part of the Territory; or (h) B disposes of any part of its business that relates to a party designated by any of the CompanyProducts. 18.3 The rights of termination under this Article shall be without prejudice to any other right or remedy of B in respect of the breach concerned or any other breach.

Term and Termination. 3.1 This Agreement shall become be effective as of the date first written above Employment Starting Date, and shall remain continue until terminated in force until accordance with the first anniversary provisions of its effective date Section 3.2 or 3.3 hereinafter. 3.2 The Company and shall thereafter continue in effect from year to yearthe Employee may terminate this Agreement at any time by giving the other party a prior written notice of termination, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority period detailed in Annex A. 3.3 The Company may waive in writing and in advance Employee’s services in any prior notice period. In the event that the Company notifies Employee of such waiver, the trustees who are not “interested persons,” Company shall be entitled to pay Employee the Monthly Salary (as defined below) otherwise payable to Employee during such prior notice period in one lump-sum and by doing so bring the 1940 Act and employer-employee relations between the rules thereunderparties to end upon such payment. 3.4 Notwithstanding the above, 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. Any party to this Agreement shall have the right to immediately terminate this Agreement on 60 days’ written notice or immediately upon notice for a Cause, as determined by the Company. A “Cause” shall mean either (i) circumstances entitling the Company under any applicable law to terminate the other party in employment of the event that such other party shall have failed to comply with Employee without payment of severance pay; (ii) any material provision hereof. The Agreement also may be terminated at breach by the Employee of this Agreement, any time, without breach of the payment NDA or any breach of the Employee’s fiduciary duties; (iii) conviction of the Employee of any penaltyfelony involving moral turpitude and/or (iv) a willful failure to perform Employee’s responsibilities or duties which failure has a significant adverse effect on the Company in cases (ii) and (iv) above, by vote but in each case only if the Employee did not cure such breach within seven (7) days of a majority written notification of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of same by the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company. Subject to section 5.1 (iv), on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignmenttermination for Cause, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall Employee’s entitlement to severance pay will be subject to the Intermediary Manager all earned but unpaid compensation Sections 16 and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 17 of the Company arising from Severance Pay Law 5723-1963 (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 4.b. herein, and (b“Severance Law”) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering and/or any 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 Companyapplicable law.

Term and Termination. (a) This Agreement shall become effective as on the date of this Agreement and shall continue until the date (the “Termination Date”) that is the earliest of: (i) the date the Trust shall have dissolved and commenced winding up its business and affairs in accordance with Section 9.02 of the Trust Agreement; (ii) the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote that all of the board of trustees of the Company, including the vote of a majority of the trustees who Conveyances have been terminated or are not “interested persons,” as defined no longer held by the 1940 Act and Trust; (iii) the rules thereunder, of date that either the Company and who have or the Trustee may designate by delivering a written notice no direct or indirect financial interest in the operation of less than 90 days prior to such date; provided, that the Company’s Distribution and Servicing Plan (drilling obligations under the “Plan”) or any agreements entered into Development Agreement shall have been completed by such date; provided, further, that the Company shall not terminate this Agreement except in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice Company’s transfer of some or immediately upon notice to the other party 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 any penalty, by vote of a majority all of the Company’s trustees who are not “interested persons”, Subject Interests (as defined in the 1940 ActConveyances) and then only with respect to the Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the Company and who have no direct or indirect financial interest transferee of such Subject Interests, reasonably satisfactory to the Trustee, in which such transferee assumes the operation responsibility to perform the Services relating to the Subject Interests being transferred; and (iv) the date as mutually agreed in writing by the Parties. (b) Upon termination of the Company’s distribution plan or this Agreement in accordance with Section 5.01(a)(i) or by vote a majority of the outstanding voting securities of the Company(ii), on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This all rights and obligations under this Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or shall cease except for (i) obligations that expressly survive termination of this Agreement, (aii) liabilities and obligations that have accrued prior to the Termination Date, including the obligation to pay any amounts that have become due and payable prior to such Termination Date and (iii) the Company shall obligation to pay any portion of the Administrative Services Fee that has accrued prior to the Intermediary Manager all earned but unpaid compensation such Termination Date, even if such portion has not become due and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 payable at such times as 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 time. Upon termination of this Agreement or an action that would otherwise give rise in accordance with Section 5.01(a)(iii), the Company’s obligations to an indemnification claim against provide Services shall cease only with respect to the Intermediary Manager under Section 4.b. hereinSubject Interests transferred, and (b) shall otherwise continue unabated. In the Intermediary Manager event that the Company terminates this Agreement with respect to Subject Interests transferred in accordance with Section 5.01(a)(iii), the Administrative Services Fee shall promptly deliver be proportionately reduced, unless the Company certifies to the Company all records and documents Trustee that such transfer of the Subject Interests will not result in its possession that relate a material decrease in the Company’s costs of providing the Services to the Offering other than as required by law Trust with respect 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 Companyremaining Subject Interests.

Term and Termination. 2.01. This Agreement shall become commence effective as of the date first written above October 1, 2013, and shall remain in force until the first anniversary of its effective date continue through __September 30, , 2014, and shall thereafter continue automatically renew for successive one (1) year periods unless and until terminated as provided in effect from year Section 2.02 below; provided, however, the fees hereunder shall be subject to year, but only so long an annual review and adjustment as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined agreed upon by the 1940 Act and the rules thereunderparties hereto. 2.02. This Agreement may be terminated (i) by either party, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan effective on any anniversary date, upon not less than ninety (the “Plan”90) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ days prior written notice or immediately upon notice to the other party in (provided, however, that at the event that election of the Company any such other party termination by SP Corporate shall have failed not take effect until the earlier of (i) the date the Company has selected substitute persons to comply with any material provision hereof. The Agreement also may be terminated take over the responsibilities of the Designated Persons, and (ii) 120 days from such termination); (ii) by the Company, at any time, without on less than ninety (90) days notice; provided that, if the payment of any penaltyCompany provides less than ninety (90) days notice, by vote of it shall pay to SP Corporate a majority termination fee equal to 125% of the Company’s trustees who are not “interested persons”fees due under this Agreement, as defined in calculated under Section 3, from, and including, such termination date until, and including, the 1940 Act, 90th day following the date of such notice; (iii) at the election of the Company and who have no direct or indirect financial interest in the operation Committee, immediately upon death of the Company’s distribution plan CEO Designee, his or this Agreement her resignation as Chief Executive Officer, removal as Chief Executive Officer by SP Corporate or removal as Chief Executive Officer for Cause by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to unless SP Corporate has proposed, and the Intermediary Manager Committee has approved and appointed a successor Chief Executive Officer, and this Agreement has been amended accordingly; (iv) at the election of the Committee, immediately upon death of the CFO Designee, his or her resignation as Chief Financial Officer, removal as Chief Financial Officer by SP Corporate or removal as Chief Financial Officer for Cause by the Adviser. This Company, unless SP Corporate has proposed, and the Committee has approved and appointed a successor Chief Financial Officer, and this Agreement will automatically terminate in has been amended accordingly; (v) immediately upon the event bankruptcy or dissolution of its assignmentSP Corporate, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (avi) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered immediately by the Company for Cause or any officer or director of the Company arising from the Intermediary Manager’s upon a material breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained reasonably determined 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 Committee) by the CompanySP Corporate or any Designated Person.

Term and Termination. (a) This Agreement shall become effective as of remain in effect from the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually terminated by a vote mutual agreement of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” parties or otherwise as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest permitted in the operation of the Company’s Distribution and Servicing Plan this Section 12. (the “Plan”b) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to Hologic may terminate this Agreement on 60 days’ by written notice to Vivitech if Vivitech fails to pay the royalties required pursuant to Section 5, provided Hologic has given Vivitech written notice that it has not received a required quarterly payment and Vivitech has failed, within 45 days following the effective date of such notice, either (i) to provide Hologic with Written notice that no sales for which royalties were required were made during such quarter or (ii) to make the required payment. (c) Hologic may terminate this Agreement by written notice after the fifth anniversary of the date hereof and prior to Vivitech's payment of royalties in the aggregate amount of $7,000,000.00, if Vivitech or any of Vivitech's Affiliated Parties begins marketing a product that competes with the Product or that renders the Product obsolete, provided that Hologic has given Vivitech at least 90 days prior written notice of Hologic's objection to the marketing of a specific product and the marketing of such product has not been terminated within such 90-day period and provided, further, that Vivitech has not paid Hologic royalties in the amount of at least $200,000.00 for Vivitech's immediately upon preceding fiscal year or, if a lesser amount was paid for such fiscal year, Vivitech has not paid the difference between $200,000.00 and the amount actually paid prior to the expiration of such 90-day notice period. (d) Hologic may terminate this Agreement by written notice to Vivitech if the aggregate amount of the royalty payments Vivitech makes pursuant to Section 5, above, does not equal or exceed (1) $100,000.00 on or before the third anniversary of the date of this Agreement; (ii) $250,000.00 on or before the fourth anniversary of the date of this Agreement; and (iii) $500,000.00 on or before the fifth anniversary of the date of this Agreement, provided that termination pursuant to this Section 12(d) may not take effect unless Hologic shall have first given Vivitech written notice of the amount of any deficiency in the required minimum royalty payments hereunder and Vivitech shall have failed to pay such deficiency within 45 days following the effective date of such notice. (e) Either party may terminate this Agreement at any time for a default by the other party consisting of anything other than a failure to pay royalties pursuant to Section 5, effective on the date specified in a notice of termination, provided that at least 60 days prior to giving such notice of termination the event that such other terminating party shall have given the defaulting party written notice identifying the nature of the default and the defaulting party shall have failed to comply with remedy the default within such 60-day period or, if such default is not susceptible of being remedied within such period, shall have failed to initiate action within such period that is reasonably calculated to remedy such default as promptly as practicable or fails to pursue such action diligently to completion. (f) Upon termination of this Agreement for any material provision hereofreason, the licenses set forth in Section 3, above, shall terminate. The Agreement also may Each party shall return to the other party all records of such other party's proprietary or confidential information in its possession. Vivitech shall be terminated at entitled to assemble any time, without the payment of any penalty, by vote of a majority units of the Company’s trustees who are not “interested persons”Product for which components have been purchased or ordered and sell to any third parties any Product, as defined including such assembled Product, remaining in the 1940 Actits inventory. (g) Sections 5, of the Company 9, 10, 12(f), 12(g), 13, 14, 16, 20, 23, 24, 25, 26, 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 more than 60 days’ written notice to the 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 27 shall survive termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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. 7.1 This Agreement AGREEMENT is in full force and effect from the EFFECTIVE DATE and remains in effect until the expiration of the last to expire LICENSED PATENTS, unless sooner terminated by operation of law or by acts of either of the parties in accordance with the terms of this AGREEMENT. 7.2 LICENSEE may terminate this AGREEMENT at any time by giving LICENSOR ninety (90) days written notice. In the event of termination of this AGREEMENT by LICENSEE, LICENSEE shall have no further rights under this AGREEMENT; however, LICENSEE will remain obligated for any royalties due or fees accrued or other expenses incurred up until the date of termination including royalty on sale of inventory in stock after the date of termination. 7.3 LICENSOR may terminate this AGREEMENT if LICENSEE: a. fails to pay on the due date any sum due under Article III and Appendix B of this AGREEMENT; b. fails to provide reports on the due date specified under Article V of this AGREEMENT; or c. fails to reach diligence milestones as specified in Sections 4.1 and 4.2 and Appendix C of this AGREEMENT; and fails to correct any such default within thirty (30) days after receipt of written notice thereof by LICENSOR. 7.4 The LICENSEE must provide notice to the LICENSOR of its intention to file a voluntary petition in bankruptcy or, where known to the LICENSEE, of another party’s intention to file an involuntary petition in bankruptcy for the LICENSEE, said notice must be received by the LICENSOR at least thirty (30) days prior to filing such petition. LICENSOR may terminate this AGREEMENT upon receipt of such notice at its sole discretion. The LICENSEE’S failure to provide such notice to LICENSOR will be deemed a material, pre-petition, incurable breach of this AGREEMENT and the AGREEMENT will terminate automatically on the date of filing such voluntary or involuntary petition in bankruptcy. 7.5 Notwithstanding the above, this AGREEMENT and the licenses granted herein shall immediately and automatically terminate without notice in the event LICENSEE, or its AFFILIATES, SUBLICENSEES or any other party acting under authority of LICENSEE, violates any provision of the Indemnification and Insurance sections. A termination occurring under this Section 7.5 shall occur and become effective at the time of the violation that causes such termination, and LICENSEE and its AFFILIATES and SUBLICENSEES shall have no right to complete production and sale of LICENSED PRODUCTS. Notwithstanding the foregoing, to the extent that such rights are still available for licensing, LICENSEE shall have the right to reinstate the effectiveness of this AGREEMENT by obtaining the required insurance, whereupon this AGREEMENT shall automatically become effective as of the date first written above of reinstatement of said insurance, and shall remain in full force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote without any further action of the board parties hereto until termination or expiration of trustees this AGREEMENT according to its terms. 7.6 Surviving any termination or expiration are: a. LICENSEE’S obligation to pay royalties and fees accrued or accruable; b. Any cause of action or claim of LICENSEE or LICENSOR, accrued or to accrue, because of any breach or default by the other party; and c. The provisions of Article V, and Sections 9.6, and 9.8, and any other provisions that by their nature are intended to survive. 7.7 No relaxation, forbearance, delay or indulgence by either party in enforcing any of the Companyterms of this AGREEMENT or the granting of time by either party to the other shall prejudice, including affect or restrict the vote rights and powers of the former hereunder nor shall any waiver by either party of a majority breach of this AGREEMENT be considered as a waiver of any subsequent breach of the trustees who are same or any other provision hereof. 7.8 The rights to terminate this AGREEMENT given by this clause shall not “interested persons,” as defined by the 1940 Act and the rules thereunder, prejudice any other right or remedy of either party in respect of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan breach concerned (the “Plan”if any) or any agreements entered into other breach. 7.9 Except as provided in connection with Section 7.5, upon termination of this AGREEMENT in whole or in part, LICENSEE shall have the Plan (including this Agreement)privilege of selling or otherwise disposing of the inventory of all LICENSED PRODUCTS in process of manufacture, cast in person at a meeting called for the purpose. Any party to this Agreement shall use or in stock and LICENSEE will also have the right to terminate this Agreement on 60 days’ written notice complete performance of all contracts requiring use or immediately upon notice to sale of the other party in LICENSED PRODUCTS, provided that 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 remaining term of any penalty, by vote such contract does not exceed one (1) year from the effective date of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyAGREEMENT.

Term and Termination. This 14.1 The term of this Agreement shall become effective as (the "Term") will commence on the Effective Date of this Agreement and will continue until the earlier of December 31, 2002 or until the date first written above and shall remain on which this Agreement is terminated in force until accordance with the first anniversary provisions of its effective date and shall thereafter continue in effect this Agreement. The Term of this Agreement will automatically renew from year to yearyear after the initial Term until December 31, but only so long as such continuance is specifically approved 2099 provided the Distributor has commenced activities and continues activities in at least annually by a vote three (3) countries within the Territory on the basis that registrations and approvals for sale of the board Products has been obtained by the Company. 14.2 Each of trustees of the Distributor or the Company, including as the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereundercase may be, 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or upon the occurrence of any of the following events, such termination to be effective immediately upon notice to the receipt or deemed receipt by the other party of notice to that effect and the expiry of any applicable period for remedy of the default: (A) if a party is in default of any of the event material terms or conditions of this Agreement, and shall fail to remedy such default within 60 days of written notice thereof from the other party, provided that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without if the default is the non- payment of any penaltymonetary amount, the defaulting party will have a period of 30 days from receipt of notice in which to remedy the default; (B) if (i) the North America Distribution Agreement is terminated due to a default by vote of a majority the Distributor under the North American Distribution Agreement or the failure of the Company’s trustees who are not “interested persons”, as defined Distributor under the North American Distribution Agreement to meet the minimum purchase requirements under the North America Distribution Agreement; and (ii) the Distributor has failed to purchase in aggregate the volumes of Products under this Agreement and the North America Distribution Agreement which would meet or exceed the minimum volume requirements set forth in the 1940 ActNorth America Distribution Agreement; (C) if the other party becomes bankrupt or insolvent, makes an assignment for the benefit of its creditors or attempts to avail itself of any applicable statute relating to insolvent debtors; (D) if the other party winds-up, dissolves, liquidates or takes steps to do so or otherwise ceases to function as a going concern or is prevented from reasonably performing its duties hereunder; or (E) if a receiver or other custodian (interim or permanent of any of the assets of the other party is appointed by private instrument or by court order or if any execution or other similar process of any court becomes enforceable against the other party or its assets or if distress is made against the other party's assets or any part thereof. 14.3 Subject to Section 14.4, upon termination of this Agreement for any reason whatsoever, the following shall apply: (A) those rights and obligations of each of the Company and who have the Distributor which are expressly stated to survive termination of this Agreement will survive termination and will continue in full force and effect; (B) all rights and privileges granted by the Company to the Distributor pursuant to this Agreement, including the rights to market, distribute and sell Products, will immediately terminate and be relinquished by the Distributor, and thereafter the Distributor shall take no direct action that would make it appear to the public that the Distributor is still supplying Products; (C) the Distributor shall return to the Company all advertising, informational or indirect financial interest in technical material given to the operation Distributor by the Company; (D) the Distributor shall cease using the Trade Names and thereafter refrain from holding itself out as an authorized distributor of the Company’s distribution plan or this Agreement or by vote a majority Products; (E) the Distributor will retain in confidence all information regarding the business and property of the outstanding voting securities Company and the Products; (F) all sub-distributorship agreements entered into by the Distributor will terminate. The provisions of this Section 14.3 will survive the Company, on not more than 60 days’ written notice to the 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 Agreement, (a) . 14.4 In the 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 becomes entitled under Section 3 pursuant to the requirements event of that Section 3 at such times as 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 termination of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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, then the Distribution Rights will continue on a non-exclusive basis for a period of six months with respect to this Agreement or with respect to the deleted country, as the case may be, on the terms and conditions of this Agreement.

Term and Termination. 10.1 This Agreement and the Supply Agreement that is entered into on the same date shall become effective as of from the date first written above of signature and shall remain in force until for each A Product be concluded an initial term of 5 years starting from the first anniversary date of its effective date Commercialisation and shall thereafter continue in effect from year be renewed automatically on an annual and Product-by-Product basis unless either party provides the other with not less than 6 months' prior written notice of its intention not to year, but only so long as such continuance renew. 10.2 This Agreement that is specifically approved at least annually by a vote of the 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 respect of B Products and C Products from TEVA shall become effective as from the date of signature and shall thereafter be renewed automatically on an annual basis and Product-by-Product basis unless either Party provides the other with not less than thirty (30) days prior written notice of its intention not to renew. 10.3 Notwithstanding Clause 10.1 and 10.2 above, this Agreement may be terminated earlier in the Plan (including this Agreement), cast in person at way and manner described below: 10.3.1 In the event that a meeting called for the purpose. Any party Party to this Agreement should be dissolved, becomes insolvent, makes a voluntary or involuntary assignment of assets for the benefit of creditors, be assigned in bankruptcy court, or otherwise be faced with circumstances reasonably warranting the conclusion that, that Party will not be able within the foreseeable future, to adequately comply with its obligations under this Agreement, then the other Party to this Agreement may terminate the Agreement immediately, by giving notice of its intention to terminate in writing, and without the Party thereby being terminated having any entitlement to compensation under whatever title; 10.3.2 Either Party shall have the right to terminate this Agreement on 60 days’ upon three (3) months written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate Party in the event of its assignmentany (direct or indirect) voluntary, involuntary or compulsory change in control or effective control of the other Party, without any entitlement to compensation under whatever title as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms a result of such Section 3termination. 10.4 Notwithstanding Clause 10.1 and 10.2 above, offset by any losses suffered by the Company or any officer or director this Agreement may be terminated earlier and in part on a Product-by-Product basis if one of the Company arising from the Intermediary Manager’s Parties to this Agreement commits a material breach of any provision of this Agreement or an action that would otherwise give rise pertaining to an indemnification claim against a certain A Product, B Product and/or C Product from TEVA and fails to remedy such breach within forty-five (45) days after written notification of the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained breach by the Intermediary ManagerParty not in default, then, the Party not in default shall have the right to terminate this Agreement in regard of that relevant Product. Intermediary Manager If it is apparent that such breach is not capable of remedy, the Party not in default shall use have the right to terminate this Agreement immediately on the date of its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management written notification of the Offering to breach. 10.5 Notwithstanding Clause 10.1 above, this Agreement may be terminated earlier and in part on a party designated by Product-by-Product basis in the Companyway and manner described in Clause 12.3 of the Supply Agreement.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, ” (as defined in Section 2(a)(19) of the 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 of a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 trustee 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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. 7.1 Either Party may terminate this Agreement with immediate effect by giving notice to the other Party if: there is a material breach or non-compliance by the other Party of some obligation, undertaking, representation, warranty or payment contained in this Agreement, if such default is not remedied within thirty (30) days of receipt of written notice to that effect; the other Party becomes insolvent, or if an order is made or a resolution is passed for its winding up (expect voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of the other Party's assets, or if the other Party makes any arrangement with its creditors. Default on the Party of the other Party caused by a force majeure, where such default lasts for more than six (6) months. For greater certainty, the unavailability of the Intern or the Intern’s failure to fulfill his or her obligations pursuant to the Project are matters beyond the control of University. In the event this occurs, the Sponsor may elect to terminate the Project but shall have no recourse or remedy against University or the Academic Supervisor. 7.2 University shall also be able to terminate this Agreement in its discretion and without penalty or compensation to Sponsor, in the event that the Academic Supervisor leaves the employment of University, becomes permanently disabled or passes away. In such a case, the Parties will attempt in good faith to identify another Academic Supervisor at the University. Should the Parties be unable to identify a mutually acceptable replacement, University shall be able to terminate this Agreement under this Section. 7.3 Upon receipt by either Party of a notice of termination under this section 7 or expiry of the delay within which default may be cured under section 7.1, the University will make all reasonable efforts to stop work on the Project and limit further expense of the Funds, provided that University shall have the right to disburse any sum of money committed at the time of termination. Sponsor shall pay to MITACS all expenses reasonably incurred, committed to, or made in relation to the Project up to and including the date of receipt of a notice of termination or expiry of the delay within which default could be cured under section 7.1, and shall pay for all costs and fees related to the termination of the Agreement. 7.4 This Agreement shall become be effective as of the date first written above signed by the last Party and shall remain end on  , unless earlier terminated in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 accordance with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. provisions herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 (a) Subject to Section 12(b), this Agreement shall become effective as terminate on the earliest to occur of (i) the expiration of the date first written above and shall remain in force until Initial Term of the first anniversary Management Agreement, (ii) the termination of its the Management Agreement by the REIT, or (iii) the effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees removal of the CompanySub-Manager for Cause (such earliest date, 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 “PlanTermination 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 Agreement with respect to periods prior to, on or any agreements entered into in connection with the Plan (including Termination Date shall survive the termination of this Agreement); provided, cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice further, that, subject to the other party 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 timeforegoing proviso, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate 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. In the event of a termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or any of its assignmentAffiliates, 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 such termination, this Agreement will be deemed to apply with respect to such new management agreement; 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 any of its Affiliates. The applicable Member, or the Members, as defined may be the case, shall cause the applicable Member Manager, if it is not the Manager, to assume the Manager’s obligations under this 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 enter into good faith negotiations with regard to any such appropriate amendments and 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 executing any such amendment, the Sub-Manager shall be entitled to the 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 such new agreement. (b) Upon the termination of this Agreement (or, in the 1940 Act. Upon expiration case of a termination pursuant to Section 11(a)(iii), the determination of termination in accordance with Section 14(b)), except to the extent inconsistent with applicable law, the Sub-Manager shall as promptly as reasonably practicable (A) deliver to the Manager one copy of all expense statements generated pursuant to Section 7 hereof covering the period following the date of the last provision of such expense statements to the Manager through the Termination Date; and (B) deliver to the Manager all property and documents of the REIT provided to or termination obtained by the Sub-Manager pursuant to or in connection with this Agreement, including all copies and extracts thereof in whatever form, then in the Sub-Manager’s possession or under its control (provided that the Sub-Manager’s outside counsel may retain one copy to be kept confidential and used solely for archival purposes). (c) Subject to other provisions of this Agreement, (a) if the Company Sub-Manager is removed for Cause, the effective date of a removal for Cause shall pay to be the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to date upon which the Intermediary Manager shall have delivered to Sub-Manager both (i) written notice that the Sub-Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 being removed for Cause in accordance with this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. hereinSub-Management Agreement, and (bii) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 a copy of the Offering to a party designated by applicable final, non-appealable order evidencing the Companyrequired final determination of the court of competent jurisdiction.

Term and Termination. This Agreement shall become effective 8.1 Unless earlier terminated as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearhereinafter provided, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall extend for the life of the last to expire patent issued on the Subject Technology and shall then expire automatically, or if no patent issues on the Subject Technology, this Agreement shall continue in full force and effect for a period of ten (10) years from the first commercial sale of Licensed Products by LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free license to the Subject Technology. 8.2 In the event of default or failure by LICENSEE to perform any of the terms, covenants or provisions of this Agreement, LICENSEE shall have thirty (30) days after the giving of written notice of such default by SCREEN MEDIA to correct such default. If such default is not corrected within the said thirty (30) day period, SCREEN MEDIA shall have the right, at its option, to cancel and terminate this Agreement. The failure of SCREEN MEDIA to exercise such right of termination for non-payment of royalties or otherwise shall not be deemed to be a waiver of any right SCREEN MEDIA might have, nor shall such failure preclude SCREEN MEDIA from exercising or enforcing said right upon any subsequent failure by LICENSEE. 8.3 SCREEN MEDIA shall have the right, at its option, to cancel and terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party LICENSEE shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time(i) become involved in insolvency, without the payment of any penaltydissolution, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct bankruptcy or indirect financial interest in receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the Company’s distribution plan benefit of creditors, or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of its assignmentthirty (30) days following any of the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such proceedings. In the event of termination of this Agreement all rights to the Subject Technology shall revert to SCREEN MEDIA. 8.4 At the date of any termination of this Agreement pursuant to Paragraph 8.2 hereof for breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as defined of the receipt by LICENSEE of notice of such termination, LICENSEE shall immediately cease using any of the Subject Technology and return all copies of the same to SCREEN MEDIA; provided, however, that LICENSEE may dispose of any Licensed Products actually in the 1940 Actpossession of LICENSEE prior to the Agreement Date of termination, subject to LICENSEE's paying to SCREEN MEDIA running royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with the terms of this Agreement. 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. Upon expiration or The obligations of Sections 5 and 13 shall survive termination of this Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 3.01 The term of this Agreement shall become effective as commence February 1, 2014, and extend for a period of five (5) years, unless sooner terminated or suspended pursuant to the provisions of this Agreement. 3.02 The Operator may terminate this Agreement, without cause, upon written notice to the City of Houston. 3.03 With the prior authorization of the date first City Council of the City, the Chief of Police may terminate this Agreement, without cause, upon thirty (30) days written above notice to the Operator. 3.04 In the event he has grounds to believe that the Operator has failed to timely or fully perform any obligation assumed under this Agreement, including but not limited to the provisions of Section 6.19 herein, except for violations relating to the right to tow a vehicle as covered by Section 3.05, the Chief of Police or any Executive Assistant or Assistant Chief of Police may suspend this Agreement upon written notice to the Operator. The grounds for the suspension shall be stated in the notice. If the Operator so requests by giving notice in writing thereof to the address or party named in Section 5.02, the Chief of Police, or a hearing officer that he may designate therefor, will afford a hearing to the Operator as to the suspension within five (5) days after delivery, Saturdays, Sundays and City observed holidays, excepted. Sworn affidavits shall be accepted as evidence at such hearings. If the hearing officer finds that there has been no breach of the terms and provisions of this Agreement or any prior Agreement then the hearing officer shall reinstate this Agreement. If the hearing officer finds that there has been a breach then he may terminate this Agreement, provided that, in lieu of termination, he or she may impose a further suspension of from one (1) to three hundred sixty-five (365) days for the breach or breaches of this Agreement and require that reasonable restitution be made to any person(s) damaged by the breach. Unless otherwise directed by the hearing official, restitution shall be made within thirty (30) days following the imposition of the suspension and restitution or the Agreement shall be terminated. The decision of the hearing officer shall be made in writing and notice thereof shall be given to the Operator and shall remain be final. 3.05 Operator agrees that an officer in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote Auto Dealer’s Detail of the board Police Department shall resolve all disputes between heavy-duty wrecker Operators relating to the right to tow a vehicle. Failure of trustees an Operator to comply with decision of the Company, including the vote of a majority officer shall be grounds for temporary suspension of the trustees who are Operator and Operator’s Heavy-duty Wrecker service from the rotation list as described in Exhibit “A”, for a period 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 purposeto exceed five rotation days. Any party to this Agreement Operator shall have the right to terminate appeal to the Automotive Board. The suspension will be held until a decision is made by the Automotive Board. The decision of the Automotive Board shall be final. If suspended, Operator shall not work as a fill-in for any other Heavy Duty PATSA holders during the effective dates of the suspension. After the second violation, any future violations, during the term of this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereofmay be considered grounds for termination. The Agreement also operator may be terminated at any time, without appeal the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the Advisertermination. This Agreement will automatically terminate in In the event of its assignmentsuch appeal, as defined the notice and hearing shall be handled in accordance with the 1940 Actprovisions of Section 3.04. 3.06 In the event of the termination, suspension, revocation, or cancellation of the state license issued to any of the Operator's heavy-duty wreckers servicing this Agreement, this Agreement shall be automatically suspended contemporaneously therewith and without notice. Upon restoration of such heavy-duty wrecker license, the Agreement may be reinstated upon payment of $660 for each heavy-duty wrecker license restored. 3.07 Operator agrees to maintain all insurance coverages required under Section 8-126(e) (2) of the Code of Ordinances, Houston, Texas, and quoted in Section 2.01, above, at all times during the term of this Agreement. In the event of the termination or cancellation of any insurance required under Section 8- 126(e) (2) on any of the Operator's heavy-duty wreckers servicing this Agreement, this Agreement shall be automatically suspended contemporaneously therewith and without notice. Upon restoration of such insurance, the Agreement may be reinstated upon payment of $660 for each heavy-duty wrecker for which insurance is restored. 3.08 Effective as of 11:59 o'clock p.m. the date of termination or expiration or termination of this Agreement, (a) the Company Operator shall pay to not tow any vehicle without the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 consent of the Company arising from owner except upon authorization of a police officer of the Intermediary Manager’s breach of City. However, this Agreement shall survive its expiration or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, termination and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law continue to be retained by the Intermediary Manager. Intermediary Manager shall use applicable for any vehicle whose towing commenced prior to 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 Companyexpiration or termination.

Term and Termination. This The Dealer Agreement and these Terms and Conditions shall become be effective as of the date first written above Effective Date set forth in the Dealer Agreement and shall remain continue in force until terminated in accordance with the first anniversary 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 Dealer Agreement be relieved of its effective date respective obligations and shall liabilities theretofore or thereafter continue in effect arising from year or incident to yearWork performed under any existing Work Order, but only so long as such continuance which is specifically approved at least annually by a vote of subject to the board of trustees of Dealer Agreement and these Terms and Conditions. Notwithstanding the Companyforegoing, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunderif Dealer breaches any warranty or other material provision hereunder, 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. Any party to this Agreement shall have the right to immediately terminate this Agreement on 60 days’ written notice the Dealer Agreement, these Terms and Conditions, any Purchase Order, and/or any Work then being performed by Dealer without further obligation. Company has a vested interest in building and continuing to develop its relationship with Dealer. However, Company may terminate all or immediately upon notice part of the Purchase Order if Dealer abandons the Work, becomes bankrupt or insolvent, is unable to obtain a bond (if required), assigns the other party in Purchase Order or subcontracts the event that such other party shall have failed 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 provision hereof. The Agreement also obligation in this Agreement, then the non-defaulting party may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ give written notice to the Intermediary Manager or defaulting party and if the Adviser. This default is not cured within thirty (30) days following such notice, the Agreement will automatically be terminated. Company desires to work with Dealer to avoid the termination of any Purchase Order. Company may also terminate in immediately upon written notice all or part of the event 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 its assignmentthe Purchase Order. All of the Company's trademarks, as defined in trade names, patents, copyrights, designs, drawings, ideas, formulas or other data, photographs, literature, and sales aids of every kind shall remain the 1940 Actproperty of Company. Upon expiration or Within five (5) days after the termination of this Agreement, (a) the Company Dealer shall pay 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 copies of any confidential items or information that may have been entrusted to it. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the Intermediary Manager all earned but unpaid compensation and reimbursement other, because of the termination, for all incurredcompensation, accountable compensation to which reimbursement, or damages, on account of the Intermediary Manager is loss of prospective profits, anticipated sales or becomes entitled under Section 3 pursuant to on account of expenditures, investments, leases or commitments in connection with the requirements business or goodwill of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyDealer.

Term and Termination. 7.1 This Agreement shall become be effective beginning on the date hereof and continuing until the last day of Director’s current term as a director of the Corporation, unless earlier terminated as provided in this Section. This Agreement shall automatically renew upon the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long Director’s reelection as such continuance is specifically approved at least annually by a vote director of the board Corporation. 7.2 The term of trustees of the Company, including the vote of service as 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. Any party to Director under this Agreement shall have begin upon the right to terminate Effective Date of this Agreement on 60 days’ written notice or immediately upon notice to Agreement. The Bylaws of the other party Corporation provide for staggered voting for the Board of Directors. For purposes of staggered voting, the Board is divided into three Classes. The Director will be appointed as a Class II Director and the 2-year term of the director’s service shall continue until the Corporation’s 2021 fiscal year Annual Meeting of Shareholders as specified in the event that such other party shall have failed to comply with any material provision hereofbylaws of the Corporation, unless earlier terminated as provided in this Section. The Agreement also Thereafter, at the fiscal year 2021 Annual Meeting of Shareholders and subsequent Annual Shareholder’s Meetings, the Director may be terminated stand for re-election for additional terms of two years. 7.3 Director may at any time, and for any reason, resign from said position with such resignation being subject to any other continuing contractual obligation herein or any obligation imposed by operation of law. 7.4 Director may be removed from the Board or any Committee, with or without cause, in accordance with the payment of any penalty, by vote of a majority Charter and Bylaws of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager or the Adviser. Corporation. 7.5 This Agreement will shall automatically terminate in upon the death or disability of Director or upon his resignation or removal from the Board. For purposes of this Section, “disability” shall mean the inability of Director to perform the Services for a period of at least fifteen (15) consecutive days. 7.6 In the event of its assignment, as defined in the 1940 Act. Upon expiration or any termination of this Agreement, (a) Director agrees to return any materials received from the Company shall pay Corporation pursuant to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 except as may be necessary to fulfill any outstanding obligations hereunder. Director agrees that would otherwise give rise the Corporation has the right of injunctive relief to an indemnification claim against enforce this provision. 7.7 Upon termination of this Agreement, the Intermediary Manager under Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 4.b. herein5 above, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than expense reimbursements incurred, if any, 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 Companydate of termination, upon receipt of reasonable documentation.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the Intermediary Manager 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 Agreement, (a) the Company shall pay to the Intermediary Manager Managing Dealer all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager Managing Dealer is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 ManagerManaging Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager Managing Dealer under Section 4.b. herein, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager 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. 6.1 This Agreement shall become effective license is granted retroactively to INVITROGEN as from the date of first commercial sale of LICENSED PRODUCTS, LICENSED RESEARCH PRODUCTS and/or LICENSED APPLICATION PRODUCTS and will expire on the expiration of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year last to year, but only so long as such continuance is specifically approved at least annually by a vote expire of the board patents within AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS, POLYMERASE PATENT RIGHTS, RT AND RT-PCR PATENT RIGHTS to the extent a license of trustees rights under any of the Company, including the vote foregoing surviving Patent Rights is being exercised pursuant to Sections 2.1 - 2.5 hereto. 6.2 Notwithstanding any other Section 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. Any party to INVITROGEN may terminate this Agreement shall have the right for any reason on ninety (90) days' written notice to ROCHE. If INVITROGEN elects to terminate this Agreement on 60 days’ written pursuant to this section, it shall within thirty (30) days of said notice to ROCHE, also notify each of its customers that INVITROGEN is no longer licensed under AMPLIFICATION PATENT RIGHTS, POLYMERASE PATENT RIGHTS, SEQUENCING PATENT RIGHTS or RT AND RT-PCR PATENT RIGHTS. 6.3 Notwithstanding any other section of this Agreement, ROCHE may terminate this Agreement, effective immediately upon notice of termination to the other party INVITROGEN, in the event that a third party which is licensed by ROCHE to manufacture products for use in PCR-based human diagnostic testing acquires any interest, including but not limited to an ownership interest, directly or indirectly, in INVITROGEN of 50% or more. 6.4 The license granted hereunder to INVITROGEN and all sublicenses granted by INVITROGEN to its AFFILIATES shall automatically terminate upon i) an adjudication of INVITROGEN as bankrupt or insolvent, or INVITROGEN's admission in writing of its Enzyme/PCR Research Products 19 v.2061097 inability to pay its obligations as they mature; or ii) an assignment by INVITROGEN for the benefit of creditors; or iii) INVITROGEN's applying for or consenting to the appointment of a receiver, trustee or similar officer for any substantial part of its property or such other party receiver, trustee or similar officer's appointment without the application or consent of INVITROGEN, if such appointment shall have failed continue undischarged for a period of ninety (90) days; or iv) INVITROGEN's instituting (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency arrangement, or similar proceeding relating to comply with INVITROGEN under the laws of any jurisdiction; or v) the institution of any such proceeding (by petition, application or otherwise) against INVITROGEN, if such proceeding shall remain undismissed for a period of ninety (90) days or the issuance or levy of any judgment, writ, warrant of attachment or execution or similar process against a substantial part of the property of INVITROGEN, if such judgment, writ, or similar process shall not be released, vacated or fully bonded within ninety (90) days after its issue or levy. 6.5 Upon any breach or default of a material provision hereof. The term under this Agreement also by INVITROGEN or an AFFILIATE sublicensed by INVITROGEN, this Agreement may be terminated at any timeupon ninety (90) days, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to INVITROGEN. Said notice shall become effective at the Intermediary Manager end of the ninety-day period, unless during said period INVITROGEN fully cures such breach or default and notifies ROCHE of such cure. Such 90-day cure period shall not apply to any uncontested royalty payments due, which uncontested payments must be made in accordance with the Adviser. This Agreement will automatically terminate in the event terms of its assignment, as defined in the 1940 Act. this Agreement. 6.6 Upon expiration or termination of this AgreementAgreement as provided herein, (a) the Company INVITROGEN shall immediately stop selling products licensed hereunder and all rights and licenses granted to INVITROGEN by ROCHE hereunder and all sublicenses granted by INVITROGEN shall automatically revert to or be retained by ROCHE. 6.7 INVITROGEN's obligations to report to ROCHE and to pay royalties as to the Intermediary Manager all earned but unpaid compensation sale of products licensed and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 sublicensed hereunder pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant Agreement prior to the terms of such Section 3, offset by any losses suffered by the Company termination or any officer or director expiration of the Company arising from the Intermediary Manager’s breach Agreement shall survive such termination or expiration. 6.8 Upon termination of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. hereinfor any reason, INVITROGEN shall destroy its inventory of all products licensed hereunder and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents confirm such destruction in its possession that relate to the 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 writing within ten days of the Offering to a party designated by termination of the CompanyAgreement.

Term and Termination. 3.1 This Agreement shall become be effective as of the date first written above Employment Starting Date, and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 for an undefined period (the “PlanTerm”) or any agreements entered into in connection with ). 3.2 The Company and/or the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to Employee may terminate this Agreement at any time by giving the other party a prior written notice of termination, of a period detailed in Annex A (the “Notice Period”). 3.3 Without derogating from the provisions of Section 3.2 above, the Employee undertakes to continue working in the Company during the Notice Period and cooperate with Company in the integration of the person or persons who will assume Employee’s position and responsibilities, unless the Company waives the requirement of Employee’s services during such time. In the event that the Company notifies Employee of such waiver, the Company shall be entitled to pay Employee the Monthly Salary (as defined below) payable to Employee during such applicable notice period in one lump-sum, and by doing so bring the employer-employee relations between the parties to end upon such payment. In the event that the Employee shall resign without providing advance notice as required by Section 3.2 above, the Company shall be entitled to deduct from all amounts due to the Employee, an amount equal to the Monthly Salary that would have been paid to him in respect of the Notice Period that he did not work, as liquidated damages. 3.4 Notwithstanding the above, the Company shall have the right to immediately terminate this Agreement on 60 days’ written notice or immediately upon notice to for a Cause, as determined by the other party 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 timeCompany, without the delivery of a prior written notice. A “Cause” shall mean either (i) circumstances entitling the Company under any applicable law to terminate the employment of the Employee without payment of severance pay (in whole or in part); (ii) any penalty, material breach by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Employee of this Agreement, any breach of the NOA or any breach of the Employee’s fiduciary duties; (aiii) conducting by the Employee of any felony involving moral turpitude which has an effect on the Company shall and/or (iv) a willful failure to perform Employee’s responsibilities or duties. In the event of termination for Cause, Employee’s entitlement to severance pay will be subject to the Intermediary Manager all earned but unpaid compensation Sections 16 and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 17 of the Company arising from Severance Pay Law 5723-1963 (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 4.b. herein, and (b“Severance Law”) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering and/or any 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 Companyapplicable law.

Term and Termination. (a) This Agreement shall become be effective as upon the Effective Date and continue until the expiration (or termination) of all Addenda issued pursuant hereto. Unless otherwise set forth in any Addendum, the term with respect to each individual Addendum (its “Term”) shall commence on the date first written above and shall remain in force until upon which the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” Customer Equipment (as defined by the 1940 Act in Section II.1 hereof) is installed at Data Center, and the rules thereunder, continue for a period of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan twelve (the “Plan”12) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purposemonths. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also Addendum may be terminated by either party at the end of its applicable Term by giving written notice at least thirty (30) days prior thereto, but in the absence of such notice, such Addendum shall automatically renew on a month-to-month basis at the then-available standard rates. In the event Customer terminates the Agreement with respect to any time, without Addendum prior to the payment of any penalty, by vote of a majority conclusion of the Company’s trustees who are not “interested persons”Term, Customer shall pay to Qwest all charges for Services provided through the effective date of such cancellation plus a cancellation charge determined as defined in follows: (a) if the 1940 ActTerm for the cancelled Services is one (1) year or less, then the cancellation charge shall be an amount equal to the balance of the Company and who monthly Services charges (then in effect at the time of cancellation) for such cancelled Services that would otherwise have no direct or indirect financial interest in become due for the operation unexpired balance of the Company’s distribution plan or this Agreement or by vote a majority Term; (b) if the Term for the canceled Services is longer than one (1) year and such cancellation becomes effective prior to the completion of the outstanding voting securities first year of the CompanyTerm, on not more than 60 days’ written notice the cancellation charge shall be an amount equal to the Intermediary Manager balance of the monthly Services charges (then in effect at the time of cancellation) for such cancelled Services that otherwise would have become due for the unexpired portion of the first year of the Term, plus [***] percent ([***]%) of the balance of such monthly charges for the remainder of the Term beyond the first year; and (c) if the Term for the cancelled Services is longer than one (1) year and such cancellation becomes effective after completion of the first year of the Term, the cancellation charge shall be an amount equal to [***] percent ([***]%) of the balance of the monthly Services charges (then in effect at the time of cancellation) for such cancelled Services that otherwise would have become due and payable for the unexpired portion of the Term. In addition, if Customer was granted a discount or waiver with respect to any non-recurring charges based on the Adviserduration of Customer’s Term commitment (an “NRC Discount”), then Customer shall also pay an amount equal to the NRC Discount. This Agreement will automatically terminate It is agreed that Qwest’s damages if Services are cancelled prior to the completion of the Term shall be difficult or impossible to ascertain, thus the amounts set forth herein are intended to establish liquidated damages in the event of cancellation and are not intended as a penalty. (b) Either party may terminate this Agreement and/or cease or suspend the provision of any Services for Cause provided written notice specifying the Cause for termination and requesting correction within thirty (30) days is given the other party and such Cause is not cured within such thirty (30) day period. Cause is defined as a failure by a party to perform a material obligation under this Agreement, which failure is not remedied by said defaulting party within thirty (30) days after receipt of written notice thereof, with the exception that Customer’s payment obligations must be remedied within five (5) days after receipt of written notice and Customer’s external bandwidth usage matching obligations under Section II.3 of this Agreement must be remedied within ten (10) days after receipt of written notice from Qwest. Notwithstanding the above, Qwest may terminate this Agreement and/or cease or suspend the provision of any Services immediately in the event of a violation of the AUP (as hereinafter defined) or Customer’s obligations under Section 6 or conduct that Qwest, in its assignmentsole discretion, believes may subject Qwest to civil or criminal litigation, charges, and/or damages. Notwithstanding any of the above, Qwest may terminate this Agreement and/or cease or suspend the provision of all or any part of the Service immediately upon notice if i) Customer or its End Users repeatedly violate the AUP violations which remains uncured after notice of violation previous notifications by Qwest (“Uncured AUP Offenses”); or ii) Qwest becomes aware of a violation of any applicable law or regulation or activity, including but not limited to a violation of the AUP, that exposes the Qwest’s or Qwest customer’s network or property to harm or exposes Qwest to criminal or civil liability, as determined in good-faith through the reasonable and sole discretion of Qwest (“AUP Emergency”). Qwest does not monitor or exercise any editorial control over content or material transmitted or stored via the Service, but reserves the right to do so in order to respond to violations of this AUP and to cooperate with legal authorities or third parties in the investigation of alleged wrongdoing in connection with Service. Qwest does not actively monitor Customer’s use of Service on a continuous basis but will upon reasonable suspicion or if required by a third party with appropriate jurisdiction. Except for an AUP Emergency or as may otherwise be required by law, Qwest will use reasonable efforts to notify Customer prior to suspending or terminating Service for violation of the AUP, Qwest will attempt to notify Customer by any reasonably practical means under the circumstances, such as, without limitation, by telephone or e-mail. Any Suspension or termination by Qwest for an AUP violation pursuant to this Section shall be executed on a limited basis as reasonably practical under the circumstances to address the underlying violation breach. If Qwest has suspended the Services pursuant to this Section, Qwest shall require a reconnection fee in order to resume service. Termination of this Agreement by Qwest pursuant to this section or by Customer in whole or in part without Cause shall not relieve Customer of its obligation to pay all fees for Services accrued and owing up to and including the date of termination or otherwise payable pursuant to Subsection 3(a) above, nor shall it preclude Qwest from pursuing any other remedies available to it, at law or in equity. If Customer terminates this Agreement for Cause, Customer shall not be responsible for cancellation charges defined in the 1940 Act. Upon expiration or termination Subsection 3(a) of this Agreement. (c) In the event a law or regulatory action prohibits, (a) substantially impairs or makes impractical the Company shall pay to the Intermediary Manager all earned but unpaid compensation provision of any Services under this Agreement, as determined by Qwest, Qwest may, at its option and reimbursement for all incurredwithout liability, accountable compensation to which the Intermediary Manager is terminate this Agreement or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to modify any Services or 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 and conditions of this Agreement or an in order to conform to such action (a “Regulatory Modification”), provided however, that would otherwise give rise Qwest shall provide thirty (30) days prior written notice to an indemnification claim against Customer of any such Regulatory Modification, except that Qwest may reduce the Intermediary Manager foregoing notice period, if reasonably necessary under Section 4.bthe circumstances. hereinUse by Customer of the Services for a period of thirty (30) days after implementation of such Regulatory Modification shall constitute acceptance of such changes. (d) Notwithstanding anything in this Agreement, and Customer may, upon thirty (b30) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering days prior written notice, terminate this Agreement at any time without further liability (other than usage charges accrued and not yet paid and any applicable third party early termination charges) so long as required by law to be retained by Customer’s aggregate Contributing Hosting Charges (as defined below) through the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer date of management of the Offering to a party designated by the Companytermination equals or exceeds [***] Dollars ($[***]).

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 #99032120v1 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Agreement shall become effective as 23.1 Subject to this Article 23 and to the Petroleum (Exploration and Production) Law PNDCL 84 (Section 12) the term of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have be thirty (30) years commencing from the Effective Date. 23.2 At the end of the term provided for in Article 23.1, provided that this Agreement has not earlier been terminated, the Parties may negotiate concerning the terms and conditions of a further agreement with respect to the Contract Area or any part thereof, but no failure to enter any such further agreement shall give rise to arbitration pursuant to Article 24 hereof. 23.3 Subject to Article 22, Termination of this Agreement shall result upon the occurrence of any of the following: a) the relinquishment or surrender of the entire Contract Area; b) the termination of the Exploration Period including extensions pursuant to Article 3 without notification by Contractor of commerciality pursuant to Article 8 in respect of a Discovery of Petroleum in the Contract Area; provided, however, Termination shall not occur while Contractor has the right to evaluate a Discovery for appraisal or commerciality and/or propose a Development Plan pursuant to Articles 8 or 14, or once a Development Plan has been approved, nor when the provisions of Articles 8.13 through 8.19 are applicable; c) if, following a notice that a Discovery is a Commercial Discovery the Exploration Period terminates under Article 3 without a Development Plan being approved, provided however that Termination shall not occur when the provisions of Articles 8.13 through 8.19 are applicable; or d) the failure of Contractor through any cause other than Force Majeure, to commence preparations with respect to Development Operations pursuant to Article 8.11. 23.4 Subject to Article 22 and pursuant to procedures described in Article 23.5 below GNPC and/or the State may terminate this Agreement on 60 days’ upon the uncorrected occurrence of any of the events (or failures to act listed) below: a) the submission by Contractor to GNPC of a written notice statement which Contractor knows or immediately upon notice should have known to the other party be false, in a material particular; provided that in the event of intent on the part of Contractor to cause serious damage to GNPC or the State, a period for remedy of such false statement shall not be given; b) the assignment or purported assignment by Contractor of this Agreement contrary to the provisions of Article 25 hereof; c) the insolvency or bankruptcy of Contractor, the entry by Contractor into any agreements or composition with its creditors, taking advantage of any law for the benefit of debtors or Contractor’s entry into liquidation, or receivership, whether compulsory or voluntary, and there is thereby justifiable anticipation that the obligations of Contractor hereunder will not be performed; provided, however, if the Contractor is comprised of more than one non-Affiliated entity, then the insolvency or bankruptcy of one Contractor Party shall not lead to a termination of the Agreement if the other Contractor Parties will assume the rights and obligations of the defaulting Contractor Party under the Petroleum Agreement; d) the intentional extraction by Contractor of any material of potential economic value other than as authorised under this Agreement, or any applicable law except for such other party shall have failed extraction as may be unavoidable as a result of Petroleum Operations conducted in accordance with accepted international petroleum industry practice, in the same or similar circumstances; e) failure by Contractor i) to fulfil its minimum work obligations pursuant to Article 4.3, save where the Minister has waived the default; or ii) to carry out an approved Appraisal Programme undertaken by Contractor pursuant to Article 8, unless Contractor notifies GNPC and the Minister that the Appraisal Programme should be amended and submits said amendment to the JMC for its review; f) substantial and material failure by Contractor to comply with any material provision of its obligations pursuant to Article 7.1 hereof. The Agreement also may be terminated at ; g) failure by Contractor to make any time, without the payment of any penaltysum due to GNPC or the State pursuant to this Agreement within thirty (30) days after receiving notice that such payment is due, except where liability for payment of such sum is disputed in good faith by vote Contractor in which case the matter shall, if agreement in relation to it cannot be reached after thirty (30) days, be referred to arbitration under Article 24; h) failure by Contractor to comply with any decisions reached as a result of any arbitration proceedings conducted pursuant to Article 24 hereof. 23.5 If GNPC and/or the State believe an event or failure to act as described in Article 23.4 above has occurred, a majority written notice shall be given to Contractor describing the event or failure. Contractor shall have thirty (30) days from receipt of said notice to commence and pursue remedy of the Company’s trustees who are not “interested persons”, as defined event or failure cited in the 1940 Actnotice. If after said thirty (30) days Contractor has failed to commence appropriate remedial action, GNPC and/or the State may then issue a written Notice of Termination to Contractor which shall become effective thirty (30) days from receipt of said Notice by Contractor unless Contractor has referred the Company and who have no direct matter to arbitration. In the event that Contractor disputes whether an event specified in Article 23.3 or indirect financial interest in Article 23.4 has occurred or been remedied, Contractor may, any time up to the operation effective date of any Notice of Termination refer the Company’s distribution plan or dispute to arbitration pursuant to Article 24 hereof. If so referred, GNPC and/or the State may not terminate this Agreement or by vote a majority in respect of such event except in accordance with the outstanding voting securities terms of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. any resulting arbitration award. 23.6 Upon expiration or termination of this Agreement, (a) the Company all rights of Contractor hereunder shall pay to the Intermediary Manager all earned but unpaid compensation and reimbursement cease, except for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 such rights as may at such times time have accrued, and without prejudice to any obligation or liability imposed or incurred under this Agreement prior to Termination and to such rights and obligations as 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 Parties may have under applicable law. 23.7 Upon termination of this Agreement or in the event of an action that would otherwise give rise to an indemnification claim against assignment of all the Intermediary Manager under Section 4.b. hereinrights of Contractor, all ▇▇▇▇▇ and (b) the Intermediary Manager associated facilities shall promptly deliver to the Company all records and documents be left in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate a state of good repair in accordance with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Companyaccepted international petroleum industry practice.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to yearIn any case, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Companyif not sooner terminated, 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. Any party to this Agreement shall have expire at the right to terminate this close of business on the effective date that the Offering is terminated. This Agreement on 60 days’ written notice or may be terminated by either party (a) immediately upon notice to the other party in the event that such the other party shall have materially failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 if any of the outstanding voting securities representations, warranties, covenants or agreements of the Company, such party contained herein shall not have been materially complied with or (b) on not more than 60 days’ written notice notice. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (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 Intermediary escrow agent for deposit into the escrow account until the Higher Minimum Offering has been achieved; and (b) promptly deliver to the 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 or pursuant to (i) Federal and state securities laws and the Adviserrules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. This Agreement will automatically terminate in The Dealer Manager shall use its best efforts to cooperate with the event Company to accomplish any orderly transfer of its assignment, as defined in management of the 1940 ActOffering to a party designated by the Company. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Dealer Manager is or becomes entitled under Section 3 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 3 5 at such times as such amounts become payable pursuant to the terms of such Section 35 without acceleration, offset by any losses suffered by the Company or 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 Intermediary Dealer Manager’s breach of this Agreement or an any other action by the Dealer Manager that would otherwise give rise to an indemnification claim against the Intermediary Dealer Manager under Section 4.b7.b. hereinof 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 (b) the Intermediary Manager shall promptly deliver reimbursements to the Company all records and documents Dealer Manager with respect to subscriptions from investors in its possession that relate to those states where the Higher Minimum 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 Companywas not achieved.

Term and Termination. (a) Unless terminated earlier pursuant to paragraph 7(b) below, this Agreement shall be in effect for an initial term of four years beginning on the effective date hereof (the "INITIAL TERM"). This Agreement may be renewed for successive renewal terms lasting for one year (the "RENEWAL TERMS") upon mutual written agreement of the parties. The Initial Term and any subsequent Renewal Terms are collectively referred to as the "TERM." (b) This Agreement and Employee's employment by the Company may be terminated before the expiration of any Term as follows: (i) By the Company in the event: (1) Employee commits a material breach of this Agreement where such breach, if curable, is not remedied to the Company's reasonable satisfaction within thirty (30) days after written notice to Employee (and termination shall become be effective as of the date first end of such 30-day period); or (2) Employee is convicted for committing an act of fraud, embezzlement, theft or another act constituting a felony (and termination shall be effective upon written above and shall remain notice to Employee); or (3) Employee dies or becomes mentally or physically disabled such that the Employee cannot, in force until the first anniversary opinion of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually an independent physician selected by a vote of the board of trustees of the Company, including perform the vote Employment Services (with reasonable accommodation to the extent required by law) for a period of a majority of 12 months (and termination shall be effective on the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of date Employee dies or upon written notice the Company and who have no direct or indirect financial interest has determined he is disabled under the foregoing criteria); in the operation of the Company’s Distribution and Servicing Plan which case: (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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (aA) the Company shall pay Employee his base salary and any other amounts required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations under this Agreement as of the effective date of the termination, and (B) the Company shall permit the Employee or his beneficiary to exercise vested options to acquire Company stock in accordance with and subject to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurredAward Agreement. (ii) By the Company in the event the Company is dissatisfied in its reasonable judgment with the Employee's performance of the Employment Services or the results thereof which, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant if curable, are not remedied to the requirements of that Section 3 at such times as such amounts become payable pursuant Company's reasonable satisfaction within forty-five (45) days after specific written notice thereof has been delivered to the terms Employee (and termination shall be effective as of the end of such Section 3, offset by any losses suffered by 45-day period); in which case: (A) the Company or shall pay Employee his base salary and any officer or director other amounts required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations under this Agreement as of the effective date of the termination, and (B) the Company arising from shall permit the Intermediary Manager’s breach Employee or his beneficiary to exercise vested options to acquire Company stock in accordance with and subject to the Award Agreement. (iii) By the Employee, provided the Employee shall give the Company at least 60 days prior written notice thereof (and termination shall be effective as of the end of such 60-day or longer period); in which case (A) the Company shall pay Employee his base salary and any other amounts required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations under this Agreement as of the effective date of the termination, and (B) the Company shall permit the Employee to exercise vested options to acquire Company stock in accordance with and subject to the Award Agreement. (c) Notwithstanding anything to the contrary, the obligations under this Agreement which by their terms survive termination, including, without limitation, the applicable Confidentiality, Noncompetition, and Nonsolicitation provisions of this Agreement or an action that would otherwise give rise to an indemnification claim against as set forth in paragraphs 5 and 6 hereof and the Intermediary Manager under Section 4.bConfidentiality Agreement, shall survive termination; and the representations and warranties, including without limitation the provisions of paragraph hereof, shall survive termination. hereinUpon termination, and (b) in any case upon the Intermediary Manager Company's request, Employee shall promptly deliver return immediately to the Company all records Confidential Information and documents in its possession that relate to the 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 Companycopies thereof and not retain any copies thereof.

Term and Termination. (a) This Agreement Option shall become expire on the date that is ten (10) years from the Grant Date (the "Expiration Date"); provided, that: (i) if Participant's engagement as a consultant is terminated for cause or by Participant’s resignation, the entire portion of this Option not theretofore exercised shall terminate effective as of the date first written above of termination; (ii) if Participant's engagement as a consultant is terminated as a result of the death of Participant, this Option may be exercised, to the extent vested on the date of Participant's death, by Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Option shall pass by will or by the laws of descent and shall remain in force until distribution) at any time prior to the first anniversary earlier of its (i) the date that is three months after death and (ii) the Expiration Date; and (iii) if Participant's engagement as a consultant is terminated for any reason other than by the Company for cause, Participant's resignation or Participant's death this Option may be exercised, to the extent vested on the effective date of termination of Participant's engagement as a consultant by the Company, at any time prior to the earlier of (i) the date that is three months after the effective date of termination and shall thereafter continue in effect from year (ii) the Expiration Date. Without limiting the generality of the foregoing, if Participant is permanently and totally disabled (within the meaning of section 105(d)(4), or any successor section, of the Code), this Option may be exercised, to yearthe extent vested on the date of disability, by Participant (or his or her legal representative) at any time prior to the earlier of (i) the date that is three months after the date of such disability and (ii) the Expiration Date. (b) Participant may exercise all or part of this Option at any time before its expiration pursuant to Section 3(a), but only so long to the extent that this Option had become exercisable for vested shares on the exercise date. Upon termination of Participant's engagement as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined consultant by the 1940 Act and Company for any reason, this Option shall expire immediately with respect to the rules thereunder, number of Shares for which this Option is not yet exercisable. In the event that the Participant dies after termination of Participant's engagement as a consultant by the Company but before the earlier of (i) the date that is three months after the effective date of termination and who have no direct (ii) the Expiration Date, all or indirect financial interest part of this Option may be exercised (prior to the Expiration Date) by the Participant's Designated Beneficiary (or, if none has been effectively designated, by his or her executor, administrator or person to whom his or her rights under the Option shall pass by will or by the laws of descent and distribution). (c) Nothing contained 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. Any party to this Agreement shall have limit or be deemed to limit the right Company's rights to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of Participant's engagement as a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Agreement, (a) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 consultant by the Company.

Term and Termination. (a) This Agreement shall become effective as on the date of this Agreement and shall continue until the date (the “Termination Date”) that is the earliest of: (i) June 30, 2030; (ii) the date that all of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who Conveyances have been terminated or are not “interested persons,” as defined no longer held by the 1940 Act and Trust; (iii) the rules thereunder, of date that either the Company and who have or the Trustee may designate by delivering a written notice no direct or indirect financial interest in the operation of less than 90 days prior to such date, provided that the Company’s Distribution and Servicing Plan (drilling obligations under the “Plan”) or any agreements entered into Development Agreement shall have been completed by such date; provided further, however, that the Company shall not terminate this Administrative Services Agreement except in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice Company’s transfer of some or immediately upon notice to the other party 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 any penalty, by vote of a majority all of the Company’s trustees who are not “interested persons”Subject Interests, as defined in the 1940 ActConveyances, and then only with respect to the Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the Company and who have no direct or indirect financial interest transferee of such Subject Interests reasonably satisfactory to the Trustee in which such transferee assumes the operation responsibility to perform the Services relating to the Subject Interests being transferred; and (iv) the date as mutually agreed by the parties to this Agreement. (b) Upon termination of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Companyin accordance with this Section 5.01, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. This all rights and obligations under this Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or shall cease except for (i) obligations that expressly survive termination of this Agreement, (aii) the Company shall pay liabilities and obligations that have accrued prior to the Intermediary Manager all earned but unpaid compensation Termination Date, including the obligation to pay any amounts that have become due and reimbursement for all incurred, accountable compensation payable prior to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 4.b. hereinTermination Date, and (biii) the Intermediary Manager shall promptly deliver obligation to the Company all records and documents in its possession that relate to the 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 pay any portion of the Offering Administrative Services Fee that has accrued prior to a party designated by such Termination Date, even if such portion has not become due and payable at the Companytime of termination.

Term and Termination. 11.1 This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined may be terminated by the 1940 Act and Dealer Manager or 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party Fund in the event that such other party (a) the Fund or the Dealer Manager shall have materially failed to comply with any of the material provision hereofprovisions of this Agreement or (b) the Fund or the Dealer Manager materially breaches any of its representations and warranties contained in this Agreement and, in the case of the Fund, such breach or breaches, individually or in the aggregate, would have a Material Adverse Effect; provided, however, that no party may terminate this Agreement under this sentence unless such failure(s) or breach(es) under clause (a) or (b) above is or are not cured within thirty (30) days after such party has delivered notice of intent to terminate under this Section 11.1. The In any case, this Agreement also shall expire at the close of business on the Termination Date. 11.2 Notwithstanding Section 11.1, this Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the CompanyFund’s trustees who are not “interested persons”, ” (as defined in the 1940 Act, ) of the Company Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’s distribution plan or this Agreement or by vote of a majority of the outstanding voting securities of the CompanyFund, on not more than 60 sixty (60) days’ written notice to the Intermediary Manager or the Adviser. This Agreement Dealer Manager; and will automatically terminate in the event of its assignment, assignment (as defined in the 1940 Act. ). 11.3 Notwithstanding anything to the contrary in this Agreement, this Agreement shall remain in force until the first anniversary of the date hereof and shall thereafter continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Fund’s board of trustees, including a majority of the trustees who are not “interested persons” (as defined in the 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, cast in person at a meeting called for the purpose of voting on the continuance of this Agreement. 11.4 Upon the expiration or termination of this Agreement, the Dealer Manager shall (ai) promptly deposit all funds, if any, in its possession which were received from investors for the Company shall pay to sale of Offered Shares into the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered appropriate account designated 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 4.b. hereinFund, and (bii) the Intermediary Manager shall promptly deliver to the Company Fund all records and documents in its possession that which relate to the Offering other than and are not designated as required by law dealer copies, (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering and (iv) to be retained the extent not disclosed by the Intermediary Fund in a public filing with the SEC, notify Selected Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents, but shall keep all such information confidential. Intermediary The Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company Fund to accomplish an orderly transfer of management of the Offering to a party designated by the CompanyFund. 11.5 Upon expiration or termination of this Agreement, the Fund shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under this Agreement at such time as such compensation becomes payable.

Term and Termination. This (a) Subject to the terms and conditions as set forth in this Agreement, the term of this Agreement shall become effective as be for a period of two (2) years. (b) Without prejudice to Yissum's rights at law or pursuant to this Agreement, Yissum may terminate this Agreement by notice given to the date first written above and shall remain in force until Company if a receiver or liquidator is appointed for the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance Company and/or the Company passes a resolution for voluntary winding up or a winding up application is specifically approved at least annually by a vote of the 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 made against the Company and who have no direct or indirect financial interest in the operation of not set aside within sixty (60) days; (c) Without prejudice to 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. Any party 's rights pursuant to this Agreement or at law, the Company shall have be entitled to terminate the right Agreement on the winding up or bankruptcy of Yissum or if Yissum should commit a breach of the Agreement and not remedy the breach within thirty (30) days of receiving notice thereof. (d) Should the Inventor fail to attain any Milestone then the Company shall be entitled to terminate this Agreement on 60 days’ written notice and shall not be obligated to continue to finance the Research contemplated under this Agreement. (e) Should the Inventor become unable to complete or immediately upon notice continue the Research for any reason, then Yissum and/or CMCC shall propose a substitute researcher (the "Substitute Researcher") to the other party in Company. In the event that such other party shall have failed the Substitute Researcher is not reasonably acceptable to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 then the Company shall be entitled to terminate this Agreement and shall not more be obligated to continue to finance the Research contemplated under this Agreement. (f) Upon termination of this Agreement other than 60 days’ written notice pursuant to the Intermediary Manager above paragraphs (c) and (d), the Company shall return to Yissum, within fourteen (14) days of such termination, all material relating to the Research, Know-How and/or Research Results, and it may not make any further use thereof. Notwithstanding the foregoing, the termination of this Agreement by the expiry of the term set forth in subparagraph (a) above, provided that all payments due Yissum shall have been paid according to the terms of this Agreement, shall not be considered a termination pursuant to this subparagraph and shall not require the return by the Company of any materials relating to the Research, Know-How and/or Research Results or the Adviser. This Agreement will automatically terminate in cessation of the event of its assignment, as defined in the 1940 Act. use thereof. (g) Upon expiration or termination of this Agreement, (a) the Company Yissum 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 becomes entitled under Section 3 pursuant to the requirements refrain from selling any shares of that Section 3 at such times as 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 common stock of the Company arising from and exercising any warrants owned or possessed by Yissum and shall return any such shares or warrants to the Intermediary Manager’s breach Company within fourteen (14) days of such termination. (h) Termination of this Agreement or an action that would otherwise give rise pursuant to an indemnification claim against this Article 11 shall not constitute a breach of, nor result in the Intermediary Manager under Section 4.b. hereintermination of, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyLicense Agreement.

Term and Termination. This a. The term of this Agreement (the “Term”) shall become effective as be for the longer of (i) six (6) months from and after the date first above written above and shall remain in force until or (ii) the first anniversary of its effective date and shall thereafter continue in effect from year last to year, but only so long as such continuance is specifically approved at least annually by a vote expire of the board of trustees Amended Warrants. b. This Agreement may be terminated by the Company at any time prior to the acceptance by the Company of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined Warrant Holders’ Acceptance and Exercise Documents 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”i) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party the Warrant Agent shall have failed to comply with perform any of its material provision hereof. The obligations hereunder, (ii) on account of the Warrant Agent’s fraud, illegal or willful misconduct or gross negligence, (iii) a material breach of this Agreement also by the Warrant Agent or (iv) if the Brokers who originally participated in the Bridge Note Offering and the PPO Unit Offering are no longer employed by the Warrant Agent or if such individual(s) are no longer the principal investment banker(s) assigned to this engagement. c. In the event of termination of the Agreement by the Company pursuant to this Section 7, that Warrant Agent shall not be entitled to any amounts whatsoever except (i) as may be terminated due under any indemnity or contribution obligation provided herein, at law or otherwise, and (ii) the Company shall be required to pay the Warrant Agent Counsel Fee in full, the Expense Payment for expenses properly accrued through the date of termination, and that portion of the Solicitation Fee for any time, without the payment of any penalty, by vote of a majority of Warrant Agent Investors who exercised their Amended Warrants prior to the Company’s trustees who are not “interested persons”notice of termination to the Warrant Agent. d. Before any termination by Company under Section 7(b)(i) or (iii) shall become effective, as defined in the 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 more than 60 days’ shall give five (5) days prior written notice to the Intermediary Manager or the Adviser. This Agreement will automatically terminate in the event Warrant Agent of its assignmentintention to terminate the Agreement (the “Termination Notice”). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, as defined in or their resulting adverse effect on the 1940 Act. Upon expiration or termination of this Agreementtransactions contemplated hereby, are curable, then the Warrant Agent shall have three (a3) the 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 becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as 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 days from the Intermediary Manager’s breach Termination Notice within which to remove such grounds or to eliminate all of this their material adverse effects on the transactions contemplated hereby; otherwise, the Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companyterminate.

Term and Termination. This Agreement Policy shall become effective continue in full force and effect, unless terminated as provided herein, until the end of the date first written above and shall remain Policy Period specified on the Application, provided that all premium(s) are paid in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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 accordance with the Plan (including sections of this Agreement), cast in person at a meeting called for the purposePolicy entitled Premium Provisions. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also This Policy may be terminated as follows: (a) By either party at any time, without the payment end of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ Policy Period following thirty (30) days prior written notice to the Intermediary Manager or other; (b) By both parties on any date mutually agreed to in writing. (c) Subject to the Adviser. This Agreement terms of Sections III.C.‐E. above, this Policy will automatically terminate automatically: (1) On the date specified in the event most current Stop Loss Application, unless a replacement Stop Loss Application for the period immediately following is executed by the Company and the Policyholder; (2) Upon failure of its assignment, as defined the Policyholder to pay any Stop Loss Premium in accordance with the 1940 Act. Upon expiration or termination provisions of this AgreementPolicy; (3) On the date the Plan terminates; or (4) On the date the Company ceases to be the Policyholder’s claims administrator for the Plan. If the Policyholder discontinues utilizing the Company as its claims administrator for the Plan, the Policyholder shall notify the Company in writing of a change in claim administrator from the Company to another carrier or administrator no later than thirty (a30) days in advance of the date of change. If the Company terminates its agreement to perform as a claims administrator for the Plan, the Company shall pay to notify the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable Policyholder pursuant to the terms of such Section 3the Company’s separate agreement with the Policyholder. SAMPLE In the event of termination of this Policy for any reason prior to the expiration of a Policy Period, offset by any losses suffered by no Aggregate Stop Loss Coverage will exist for the final Policy Period or, if applicable, the Terminal Period. The Company shall have no obligation to determine a Claim settlement for the period during which coverage was in effect nor shall the Company or refund any officer or director portion 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 4.b. herein, and (bpremium(s) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 CompanyPolicyholder.

Term and Termination. 3.1 This Agreement shall become be effective as of the date first written above Employment Starting Date, and shall remain continue until terminated in force until accordance with the first anniversary provisions of its effective date and shall thereafter continue Section 3.2 - 3.4 hereinafter. 3.2 The Company and/or the Executive may terminate this Agreement at any time by giving the other party a prior written notice of termination, the period of which is detailed in effect from year to yearAnnex A (the “Notice Period”). During the Notice Period, but only so long as such continuance is specifically approved at least annually whether notice has been given by a vote of the board of trustees of Executive or by the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act Executive shall continue to discharge and the rules thereunderperform his duties and obligations under this Agreement, of unless instructed otherwise in accordance with Section 3.3, and shall cooperate with the Company and who have no direct or indirect financial interest in use Executive’s best efforts to assist the operation integration into the Company organization of the Companyperson or persons who will assume Executive’s Distribution responsibilities. 3.3 The Company may waive in writing and Servicing Plan (in advance Executive’s services during the “Plan”) Notice Period or any agreements entered into in connection with part of it. In the Plan (including event that the Company notifies Executive of such waiver, the Company shall continue to pay to Executive during the remainder of the Notice Period, all the payments payable to Executive pursuant to this Agreement). Alternatively, cast the Company shall be entitled to pay Executive the Monthly Salary (as defined below) payable to Executive during such Notice Period in person at a meeting called for one lump-sum and by doing so bring the purpose. Any party employer-employee relations between the parties to this Agreement end upon such payment. 3.4 Notwithstanding the above, the Company shall have the right to immediately terminate this Agreement on 60 days’ written notice or immediately upon notice without providing a Notice Period for a Cause, as determined by the Company. A “Cause” shall mean either (i) circumstances entitling the Company under any applicable law to terminate the other party in employment of the event that such other party shall have failed to comply with Executive without payment of severance pay; (ii) any material provision hereof. The Agreement also may be terminated at any time, without breach by the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 Executive of this Agreement, any breach of the NDA or any breach of the Executive’s fiduciary duties; (aiii) engagement of the Executive in willful misconduct or acts in bad faith with respect to the Company shall pay in connection with and related to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to employment hereunder; (iv) conducting by the Executive of any felony which has a material adverse effect on the Intermediary Manager Company (v) Executive is in breach of his duties of trust or becomes entitled under Section 3 pursuant loyalty to the requirements Company or the commission by the Executive of that Section 3 at such times as such amounts become payable pursuant to an act of fraud or embezzlement, or any other act involving the terms misappropriation of such Section 3, offset by any losses suffered by funds or assets of the Company or any officer of its affiliates; and/or (vi) a willful failure to perform Executive’s responsibilities 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companyduties.

Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the CompanyFund, 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 Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’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 purposepurpose in compliance with any applicable requirements under the 1940 Act or the rules and regulations thereunder with respect to such approval. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the CompanyFund’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company Fund and who have no direct or indirect financial interest in the operation of the CompanyFund’s distribution plan or this Agreement or by vote of a majority of the outstanding voting securities of the CompanyFund, on not more than 60 days’ written notice to the Intermediary Manager or the AdviserManaging Dealer. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or the Fund’s termination of this Agreement, (a) the Company Fund shall pay to the Intermediary Manager Managing Dealer all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager Managing Dealer is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company Fund or any officer or director trustee of the Company Fund arising from the Intermediary ManagerManaging Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager Managing Dealer under Section 4.b. herein, and (b) the Intermediary Manager Managing Dealer shall promptly deliver to the Company Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary ManagerManaging Dealer. Intermediary Manager Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company Fund to accomplish an orderly transfer of management of the Offering to a party designated by the CompanyFund.

Term and Termination. 8.1 This Agreement shall become effective as of commence on the date first written above of signature by all Parties and shall remain in force until expire on the first anniversary of Expiry Date. 8.2 The Lead Partner and Accountable Body at its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to sole discretion may terminate this Agreement on 60 days’ at any time by giving thirty (30) days prior written notice or immediately upon notice to the other party Landowner. 8.3 The Landowner acknowledges that the Lead Partner and Accountable Body has relied on the information provided by the Landowner and representations submitted to the Lead Partner and Accountable Body prior to its acceptance and prior to the Lead Partner and Accountable Body entering into this Agreement and if any material misrepresentation is contained therein such act or omission shall constitute a breach of condition which entitles the Lead Partner and Accountable Body to treat itself as discharged from further liability under this Agreement and able to recover from the Landowner the amount of any loss resulting therefrom. 8.4 If the Landowner is found to have committed any offence under section 117 (2) Local Government Act, 1972, then any such act shall constitute a breach of condition which entitles the Lead Partner and Accountable Body to treat itself as discharged from further liability under this Agreement and to recover from the Landowner the full amount of any loss resulting thereto. 8.5 If the Landowner or (as appropriate) the Landowner’s partners, directors, or members of a limited liability partnership: 8.5.1 commits a breach of any of its obligations under this Agreement; 8.5.2 changes its composition or staffing in a way which 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 any penalty, by vote of a majority reasonable opinion of the CompanyCouncil seriously affects the ability of the Landowner to discharge its obligations under this Agreement to the Contract Standard; 8.5.3 is convicted of an offence involving dishonesty; 8.5.4 is deemed by the Lead Partner’s trustees who are not “interested persons”Representative, whose opinion shall be final and binding, to have made any false representations; 8.5.5 experiences, in the opinion of the Lead Partner's Representative, an irreconcilable conflict of interest between the interests of the Lead Partner or Accountable Body and any other client of the Landowner; 8.5.6 becomes bankrupt, or makes a composition or arrangement with its creditors, or has a proposal, in respect of its company for a voluntary arrangement for a composition of debts, or scheme or arrangement approved in accordance with the accordance with the Insolvency Act 1986; has an application made under the Insolvency Act 1986 to the Court for the appointment of an administrator or an administrative receiver; has a winding-up order made, or (except for the purpose of amalgamation or reconstruction) a resolution for voluntary winding- up passed; has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; has an administrator or administrative receiver, as defined in the 1940 ActInsolvency Act 1986, appointed; ceases or threatens to cease to carry on business; then any such event shall constitute a breach of this Agreement which entitles the Lead Partner and Accountable Body to treat itself discharged from further libiality under this Agreement and to recover from the Landowner the amount of loss resulting therefrom. 8.6 If the Lead Partner and Accountable Body elects to terminate this Agreement pursuant to Conditions 8.2, 8.3, 8.4 or 8.5 the Lead Partner or Accountable Body shall: 8.6.1 be entitled to require the Landowner forthwith to return any resources or other items belonging to the Lead Partner and Accountable and should the Landowner fail to return these, to enter onto any site of the Company Landowner and who repossess all such items. The Council shall have no direct or indirect financial interest full and unfettered licence over all items for use in connection with the operation provision of the Company’s distribution plan Project. 8.6.2 be entitled to recover from the Landowner as a debt, any loss or this Agreement damage to the Lead Partner and Accountable Body resulting from or by vote a majority arising out of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the 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 Agreement, (a) . Such loss or damage shall include the Company shall pay reasonable cost to the Intermediary Manager all earned but unpaid compensation Lead Partner and reimbursement Accountable Body of the time spent by its officers in terminating this Agreement and in making alternative arrangements for all incurred, accountable compensation the provision of the Project or any part thereof; 8.7 The rights of the Lead Partner and Accountable Body under this Condition are in addition to which and without prejudice to any other rights the Intermediary Manager is Lead Partner and Accountable Body may have whether against the Landowner directly or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3any guarantee, offset by any losses suffered by the Company indemnity 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 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the 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 Companybond.

Term and Termination. This Agreement 11.1 Subject to the necessary approval stated in Article XIII of this Contract, this Contract shall become effective as of the date first written above enter into effect and shall remain in force unless, agreed by both parties, until the first anniversary end of its effective date and shall thereafter continue in effect from year 2008. 11.2 Notwithstanding Section 11.1; (a) this Contract may, without any cost to year, but only so long as such continuance is specifically approved at least annually by a vote or liability of the board of trustees of the CompanyBuyer, including the vote of a majority of the trustees who are not “interested persons,” as defined be terminated 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 Buyer at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately its absolute discretion upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ giving written notice to the Intermediary Manager Seller if one or more of the Adviser. This following conditions precedent to the ongoing effectiveness of this Agreement will automatically terminate are not met: (i) the Seller cannot reasonably satisfy the Buyer on or before May 15, 2004, either by providing to the Buyer written evidence from its financiers that is reasonably acceptable to the Buyer evidencing that it has received the required financing from those financiers or other evidence reasonably satisfactory to the Buyer, that the Seller has secured financing to begin and complete plant construction, well field development and processing upgrades to its facilities that, in the event Buyer’s reasonable opinion, will allow the Seller to fulfil all its obligations to the Buyer under this Contract; or (ii) the Buyer reasonably concludes on or before October 1, 2004 that the Seller will be unable to maintain production of U3O8 at its production facilities at levels to allow the Seller to fulfil all its obligations to the Buyer under this Contract, and in each case the Buyer must notify the Seller of its assignmentdecision to so terminate no later than ten (10) business days after the dates referred to in (i) and (ii) above, as defined respectively. (b) this Contract is subject to earlier termination in accordance with Section 9.7 or Article X; and (c) if needed for the 1940 Act. Upon expiration or termination purposes of Article VI and Article IX, the term of this AgreementContract shall be extended to enable delivery of any delayed deliveries to be made and for the quantity of U3O8 therein to be determined, priced, invoiced and paid for in full. 11.3 Termination of this Contract in accordance with Section 9.7 or Article X by a party entitled to effect such termination, shall; (a) take effect from the Company shall pay to date of receipt of the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements notice of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered termination 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 4.b. herein, and other party; (b) operate as a discharge of performance of the Intermediary Manager shall promptly deliver to unexecuted portion of this Contract, except performance of any obligation outstanding at the Company all records and documents in its possession that relate to date on which the Offering other than as required notice of termination takes effect; (c) not abrogate or prejudice any right (whether conferred by this Contract or existing by law to be retained or in equity) of either party in respect of any antecedent breach by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer other of management of the Offering to a party designated by the Companyany obligations under this Contract.

Term and Termination. This 3.1 The term of this Agreement shall become effective commences as of the date first written above September 6, 1998 and shall remain in force continue until September 5, 2001, unless sooner terminated as herein provided. 3.2 If Executive dies during the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the 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. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party 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 any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 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 more than 60 days’ written notice to the 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 term of this Agreement, (a) this Agreement shall thereupon terminate, except that the Company shall pay to the Intermediary Manager legal representative of Executive's estate (i) the base salary due Executive pursuant to paragraph 2.1 hereof through the date of Executive's death, (ii) a pro rata allocation of bonus payments under paragraph 2.2 during the year of death through the date of Executive's death, (iii) all earned and previously approved but unpaid bonuses, (iv) all valid expense reimbursements through the date of the termination of this Agreement and any costs under Executive's Leases, (v) all accrued but unused vacation pay, and Executive shall retain his rights under paragraph 2.3 hereof and under the Stock Option Agreements executed simultaneously herewith, in accordance with their terms. 3.3 The Company, by notice to Executive, may terminate this Agreement if Executive shall fail because of illness or incapacity to render, for six consecutive months, services of the character contemplated by this Agreement. Notwithstanding such termination, the Company shall pay to Executive (i) the base salary due Executive pursuant to paragraph 2.1 hereof through the date of such notice, less any amount Executive receives for such period from any Company-sponsored or Company-paid source of insurance, disability compensation and reimbursement for all incurredor government program, accountable compensation to (ii) a pro rata allocation of bonus payments under paragraph 2.2 during the year in which the Intermediary Manager is or becomes entitled under Section 3 pursuant to disability commenced through the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms date of such Section 3notice, offset (iii) all earned and previously approved but unpaid bonuses, (iv) all valid expense reimbursements through the date of the termination of this Agreement and any costs under Executive's Leases, (v) all accrued but unused vacation pay, and Executive shall retain his rights under paragraph 2.3 hereof and under the Stock Option Agreements executed simultaneously herewith, in accordance with their terms. 3.4 The Company, by notice to Executive, may terminate this Agreement for cause. As used herein, "Cause" shall mean: (a) the refusal or failure by Executive to carry out specific directions of the Board or the CEO which are of a material nature and consistent with his status as President and COO, or the refusal or failure by Executive to perform a material part of Executive's duties hereunder; (b) the commission by Executive of a material breach of any losses suffered of the provisions of this Agreement; (c) fraud or dishonest action by Executive in his relations with the Company or any officer of its subsidiaries or director affiliates, or with any customer or business contact of the Company arising from or any of its subsidiaries or affiliates ("dishonest" for these purposes shall mean Executive's knowingly or recklessly making of a material misstatement or omission for his personal benefit); or (d) the Intermediary Manager’s breach conviction of this Agreement Executive of any crime involving an act of moral turpitude. Notwithstanding the foregoing, no "Cause" for termination shall be deemed to exist with respect to Executive's acts described in clauses (a) or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to above, unless the Company all records shall have given written notice to Executive specifying the "Cause" with reasonable particularity and, within thirty calendar days after such notice, Executive shall not have cured or eliminated the problem or thing giving rise to such "Cause;" provided, however, that a repeated breach after notice and documents in its possession that relate to cure of any provision of clauses (a) or (b) above involving the Offering other than as required by law to same or substantially similar actions or conduct, shall 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 grounds for termination for "Cause" without any additional notice from the Company.