Common use of Term and Termination Clause in Contracts

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 8.1 This Agreement may be terminated as follows:by any Party with or without cause on thirty (30) days’ advance written notice. a. By either party at 8.2 Notwithstanding any other provision of this Agreement, DFAS, the end of any Plan Year following Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the other party given at least thirty (30) days prior to Company, unless the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR Company has cured such cause within thirty (30) days after notice of receiving such deficiency is given to Plan Administrator notice, for any material breach by HEBP in writing;the Company of any representation, warranty, covenant or obligation hereunder. c. By Plan Administrator 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause, upon ten cause on not less than thirty (1030) days days’ prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONSDFAS, Notices the Adviser and Satisfaction subsection) to HEBPthe Fund, if HEBP fails to correct any deficiency in unless DFAS, the performance of its duties Adviser or obligations the Fund, as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP appropriate, has cured such cause within thirty (30) days after 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 deficiency Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 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 business, operations, financial condition or prospects since the date of this Agreement or is given 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 HEBP by Plan Administrator the Fund, the Adviser and DFAS, if the Company shall determine, in writingits 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 sixty (60) days’ prior written notice to all other Parties, unless any of the other Parties has cured such cause within sixty (60) 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 name of the Party will not constitute a change in control; d. By both parties on (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 date mutually agreed to in writingof the other Parties; or e. By either party(c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the event reasonable judgment of fraud any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or misrepresentation prospective purchasers; or (ii) materially or adversely alters the terms or conditions of a material fact by MEMBER or HEBPsuch Party’s participation in the subject matter of this Agreement. 4.03 HEBP shall have 8.11 Notwithstanding the right to terminate termination of this Agreement: a. Upon failure , 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 Plan Administrator to pay Administrative Charges in accordance with continued tax status thereof and the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planbenefits thereunder.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one 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 (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Plan Administrator to fund amounts due for payment Company and who have no direct or indirect financial interest in the operation of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the PlanIntermediary 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. 4.01 (a) This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon date that is ten (10) days prior written notice years from the Grant Date (pursuant 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 of termination; (ii) if Participant's employment is terminated as a result of the death of Participant, this Option may be exercised, to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSextent vested on the date of Participant's death, Notices and Satisfaction subsection)by Participant's Designated Beneficiary (or, if Plan Administrator fails none has been effectively designated, by his or her executor, administrator or person to meet whom his or her rights under the Option shall pass by will or by the laws of descent and distribution) at any time prior to the earlier of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30i) days the date that is three months after notice of such deficiency death and (ii) the Expiration Date; and (iii) if Participant's employment is given to Plan Administrator terminated for any reason other than by HEBP in writing; c. By Plan Administrator the Company for cause, upon ten 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 (10i) days the date that is three months after the effective date of termination and (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 the extent vested on the date of disability, by Participant (or his or her legal representative) at any time prior written notice 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 VIII MISCELLANEOUS PROVISIONSSection 3(a), Notices but only 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 not yet exercisable. In the event that the Participant dies after termination of Employment but before the earlier of (i) the date that is three months after the effective date of termination and Satisfaction subsection(ii) the Expiration Date, all or part of this Option may be exercised (prior to HEBPthe Expiration Date) by the Participant's Designated Beneficiary (or, if HEBP fails none has been effectively designated, by his or her executor, administrator or person to correct any deficiency in whom his or her rights under the performance Option shall pass by will or by the laws of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPdescent and distribution). 4.03 HEBP (c) Nothing contained in this Agreement shall have limit or be deemed to limit the right Company's rights to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanParticipant's Employment.

Term and Termination. 4.01 (a) This Agreement will be shall continue in effect for a term beginning on the Effective Date and ending on the third anniversary of the Effective Date (the “Initial Termination Date”). Not less than one (1) year prior to the Initial Termination Date, Client shall notify Manager in writing of its intent to terminate this Agreement on 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 (which notice shall specify the effective date of termination) to the Manager or (ii) immediately (A) for cause (“cause” being understood as any fraud or willful misconduct by Manager in managing the 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 thirty (30) days from notice of such material breach or non-compliance to 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 respect to Client. If Client terminates this Agreement 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 extended provided all terms terminated by Manager if the SEC suspends or withdraws Manager’s investment adviser registration (“SEC Termination”) or a change in Applicable Law occurs that would materially and conditionsadversely affect Manager’s ability to provide services hereunder (“Regulatory Change”). Manager shall provide prompt written notice of a 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 SEC or the date of implementation of the Regulatory Change, except for the contract period being extendedas applicable, remain unchanged and in full force and effecta manner consistent with subsection (d) of this Article III. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at 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 end fixed income allocation of any Plan Year following 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 other party given at least thirty (30) days prior to date of termination shall occur on the end later of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten Initial Termination Date or one (101) days prior written notice (pursuant to year from the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any giving of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given the GE Change to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, Client. This Agreement also shall automatically terminate in the event of fraud or misrepresentation its unauthorized assignment by either party. Termination in any manner shall not affect the rights of a material fact by MEMBER or HEBPeither party that accrued prior to termination. 4.03 HEBP shall (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 right fees noted in Article IV in part because Client has expressed a good faith intention to terminate 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: a. Upon 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 a penalty but as a reasonable approximation of the additional costs incurred by Manager due to the failure of Client to meet the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 parties’ expectations. (c) Within sixty (60) days of the original due datetermination of this Agreement, Manager shall transfer all Records to Client or its designee provided that Manager shall be entitled to maintain a copy of such Records. All reasonable costs to transfer such Records shall be paid by Client. (d) In the event of any termination of this Agreement, Client may request that Manager continue to serve as a manager hereunder (at the then-existing compensation level) in order to assist Client in effecting a smooth and orderly transfer of services and all Records to any successor manager (which may be Client); or b. Immediately upon failure provided that such transition period shall not exceed 3 months unless otherwise agreed to by the parties. Manager shall consent to such request provided termination is not the result of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plana SEC Termination or Regulatory Change.

Term and Termination. 4.01 (a) This Agreement will be shall become effective as of the date hereof and, unless terminated earlier as provided herein, shall continue for a term period of one ten (110) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by years. (b) Without prejudice to any other rights either party may have under this Agreement, applicable law or rule of equity, either party shall have the option to exercise terminate this Option to Extend shall require this contract to expire on Agreement in the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as followsevent: a. By either (i) the other party at the end commits a material breach of any Plan Year following written term, covenant or condition of this Agreement and such breach is not remedied within sixty (60) days after the aggrieved party has delivered notice of such breach to the other party; or (ii) the other party given at least thirty becomes insolvent within the meaning of any bankruptcy or insolvency law, or makes an assignment for the benefit of its creditors. (30c) days prior Agrilink may terminate this Agreement, with respect to the end any particular Raw Products to be delivered to Agrilink hereunder, if an attachment, execution or foreclosure of the Plan Year; b. Except as provided in Section 4.03any lien is levied against such Raw Products and such attachment, below, by HEBP for cause, upon execution or lien foreclosure is not remedied within ten (10) days prior after Agrilink has sent written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency event to Pro-Fac or such action otherwise impairs, in any material respect, 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. "Change of Control" shall mean any transaction or series of transactions, 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 assets of Agrilink, or (ii) Vestar Capital Partners IV, L.P. and its affiliates ceasing to possess, directly or indirectly, the power to elect a majority of Agrilink Holdings, Inc.'s board of directors. If this Agreement is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (terminated pursuant to SECTION VIII MISCELLANEOUS PROVISIONSthis Paragraph 16(d) within three (3) years following the date hereof, Notices and Satisfaction subsectionthen Agrilink shall pay to Pro-Fac a fee (a "Termination Fee") equal to HEBP$20,000,000 minus the aggregate amount of any Shortfall Adjustments previously paid. If this Agreement is terminated pursuant to this Paragraph 16(d) at a time later than three (3) years following the date hereof, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPthen no Termination Fee shall be payable. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. 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 and the employment of the Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (3) This Agreement and the employment of the Executive may be terminated by Hub International for any reason whatsoever upon prior written notice to the 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 damages, compensation or pay in lieu of notice; and provided further that in no event shall 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 may be extended terminated immediately by Hub International, for Cause, without further obligation to the Executive, provided all that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of termination. (5) Notwithstanding Sections 4(2) and 4(3)(b), this Agreement may be terminated by Hub International on notice to the Executive due to the Disability of the Executive, upon ninety (90) days' written notice to the Executive, 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. (6) Notwithstanding Section 4(2) and 4(3), this Agreement 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 termination of this Agreement in accordance with the terms hereof, the provisions of the Confidentiality, Non-Solicitation and conditions, except for the contract period being extended, remain unchanged and Insider Agreement shall continue in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This a. Executive’s appointment under this Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension commenced as of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend Effective Date, and shall require this contract to expire terminate on the original or mutually agreed datesecond (2nd) anniversary thereof, unless terminated earlier pursuant to Section 4(b) (the “Initial Service Period”). This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following Unless written notice of either party’s desire to terminate this Agreement has been given to the other party given at least thirty sixty (3060) days prior to the end expiration of the Plan Year;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”). b. Except as provided in Section 4.03, below, (i) Either party may terminate Executive’s appointment under this Agreement and the Service Period at any time by HEBP for cause, upon ten giving the other party sixty (1060) days days’ prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, 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 of termination. In the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right Company elects to terminate Executive’s appointment under this Agreement: a. Upon failure Agreement and the Service Period without Cause, payment of Executive’s Base Salary during the Plan Administrator aforementioned sixty (60) day notice period shall be subject to pay Administrative Charges in accordance with the provisions Executive’s timely execution of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment an effective release and waiver of claims in accordance with Addendum A: Transfer Payment favor of the Company, its subsidiaries and Other Financial Responsibilities; or c. Immediately, if HEBP is affiliates (and each of their respective officers and directors) on a form provided by the Company and such release becoming irrevocable no longer later than sixty (60) days following the sole provider date of Administrative Services to the Plantermination.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By by either party at the end of any Plan Year following written (a) immediately upon notice to the other party given in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or (b) on 60 days’ written notice. In any case, if not sooner terminated, this Agreement shall expire at least thirty 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 (30a) days prior 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 end Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Plan Year; b. Except as provided in Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 4.035 of this Agreement, belowincluding but not limited to any Ongoing Class T Dealer Manager Fees and Distribution Fees, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails of that Section 5 at such times as such amounts become payable pursuant to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the terms of such deficiency is given Section 5, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in an indemnification claim against the performance Dealer Manager under Section 7.b. of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR; provided, 3.05 ahowever, provided the Agreement may be terminated only that if the Plan Administrator fails Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment any such compensation and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services reimbursements to the PlanDealer Manager.

Term and Termination. 4.01 15.1 This Agreement is concluded by the parties for an agreed term; otherwise a term of 1 (one) year shall apply. After the expiry of the term the Agreement will be for extended automatically by a term of 1 (one) year if it is not terminated by one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension parties with a period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given of at least thirty 6 (30six) days prior months to the end of the Plan Year;existing term. b. Except 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 Section 4.03default with regard to a certain service. Amounts, belowwhich XXImo invoiced before the termination already, which refer to the fulfilment of the Agreement, are due and payable immediately as of the date of the 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 personal data by HEBP for causeXXImo in any way, upon ten which includes the exercise of the rights granted to the involved parties under the General Data Protection Regulation, and such restriction or impediment affects data that is necessary to (10i) days prior written notice ensure compliance with statutory obligations of XXImo, (ii) to provide the Service(s) by XXImo or other service providers or (iii) safeguard legitimate interests of XXImo, e.g. pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPSection 6 para. 1 sentence 1 lit. f GDPR. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 8.1 This Agreement may be terminated as follows:by any Party with respect to some or all of the Portfolios with or without cause on sixty (60) days advance written notice. a. By either party at 8.2 Notwithstanding any other provision of this Agreement, DFAS, the end of any Plan Year following Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the other party given at least thirty (30) days prior to Company, unless the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR Company has cured such cause within thirty (30) days after notice of receiving such deficiency is given to Plan Administrator notice, for any material breach by HEBP in writing;the Company of any representation, warranty, covenant or obligation hereunder. c. By Plan Administrator 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause, upon ten cause on not less than thirty (1030) days days’ prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONSDFAS, Notices the Adviser and Satisfaction subsection) to HEBPthe Fund, if HEBP fails to correct any deficiency in unless DFAS, the performance of its duties Adviser or obligations the Fund, as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP appropriate, has cured such cause within thirty (30) days after 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 deficiency Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder, or if the Company reasonably believes that any such Portfolio may fail to satisfy such requirements and so notifies the Fund. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is given 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 HEBP by Plan Administrator the Fund, the Adviser and DFAS, if the Company shall determine, in writing;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. d. By both parties on 8.10 Notwithstanding any date mutually agreed to other provision of this Agreement, any Party may terminate this Agreement within sixty (60) days of: (a) change in writingcontrol of any Party or such Party’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; or e. By either party(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 fraud any state or misrepresentation 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 material fact by MEMBER or HEBPPortfolio, provided that the Company has given at least sixty (60) days prior written notice to the Fund of the date of substitution. 4.03 HEBP shall have 8.14 Notwithstanding the right to terminate termination of this Agreement: a. Upon failure , 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 Plan Administrator to pay Administrative Charges in accordance with continued tax status thereof and the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance benefits thereunder, with Addendum A: Transfer Payment respect to a Portfolio and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider corresponding subaccount of Administrative Services to the Planeach Account.

Term and Termination. 4.01 A. This Agreement will be for a term shall commence on the Effective Date and shall remain in effect until terminated in accordance with the terms of one (1) year. This Agreement may be extended provided all terms and conditionsthis Section 10, except for provided, however, that termination shall not affect the contract period being extended, remain unchanged and in full force and effect. Any extension respective obligations or rights of the parties arising under this Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end effective date of the Plan Year; b. Except as provided termination, all of which shall continue in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPaccordance with their terms. 4.03 HEBP B. Covered Entity shall have the right to terminate this AgreementAgreement 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. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator A. Business Associate fails to pay all amounts due within 30 observe or perform any material covenant or obligation contained in this Agreement for ten (10) days of after written notice thereof has been given to the original due dateBusiness Associate by Covered Entity; or b. Immediately upon failure B. A violation by the Business Associate of any provision of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services Confidentiality Requirements or other applicable federal or state privacy law relating to the Planobligations 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 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. 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 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 PHI. Business Associate further agrees to comply with other applicable state or federal law, which may require a specific period of retention, redaction, or other treatment of such PHI.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one the Board, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Plan Administrator to fund amounts due for payment Company and who have no direct or indirect financial interest in the operation of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the PlanDistribution 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 Distribution Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the 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 trustee of the Company arising from the Distribution Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Distribution Manager under Section 4.b. herein, and (b) the 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 Distribution Manager. The Distribution Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. 4.01 This In any case, if not sooner terminated, this Agreement will be for a term shall expire at the close of one (1) yearbusiness on the effective date that the Offering is terminated. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal terminated by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written (a) immediately upon notice to the other party given at least thirty in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or (30b) days prior on 60 days’ written 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 end Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Plan Year; b. Except as provided in Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 4.035 of this Agreement, belowincluding but not limited to any Distribution Fees, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails of that Section 5 at such times as such amounts become payable pursuant to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the terms of such deficiency is given Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in an indemnification claim against the performance Dealer Manager under Section 7.b. of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR; provided, 3.05 ahowever, provided the Agreement may be terminated only that if the Plan Administrator fails Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment any such compensation and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services reimbursements to the PlanDealer Manager.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 11.1 This Agreement may be terminated as follows: a. By either party at by the end of Dealer Manager or the Fund in the event that (a) the Fund or the Dealer Manager shall have materially failed to comply with any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten material provisions of this Agreement or (10b) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet Fund or the Dealer Manager materially breaches any of its duties representations and warranties contained in this Agreement and, in the case of the Fund, such breach or obligations as provided breaches, individually or in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR 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 such deficiency is given intent to Plan Administrator terminate under this Section 11.1. In any case, this Agreement 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 HEBP vote of a majority of the Fund’s trustees who are not “interested persons” (as defined in writing; c. By Plan Administrator for causethe 1940 Act) of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Fund, upon ten on not more than sixty (1060) days prior days’ written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices the Dealer Manager; and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, will automatically terminate in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPits assignment (as defined in the 1940 Act). 4.03 HEBP shall have 11.3 Upon the right to terminate expiration or termination of this Agreement: a. Upon failure , the Dealer Manager shall (i) promptly deposit all funds, if any, in its possession which were received from investors for the sale of Offered Shares into the appropriate account designated by the Fund, (ii) promptly deliver to the Fund all records and documents in its possession which relate to the Offering and are not designated as 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 the extent not disclosed by the 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. The Dealer Manager shall use its best efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Plan Administrator Offering to a party designated by the Fund. 11.4 Upon expiration or termination of this Agreement, the Fund shall pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanDealer 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. 4.01 This Agreement will be for a (a) Subject to this Section 11, the initial term of one this Agreement shall be two (12) year. This years commencing on the date of this Agreement may and, following such initial term, this Agreement shall be extended provided all terms renewed annually thereafter on the anniversary of the date of the Original Agreement if the Management Agreement is renewed by (i) the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, and conditions(ii) by vote of a majority of the trustees of the Trust who are not interested persons of the Trust or the Investment Manager, except cast in person at a meeting called for the contract period being extended, remain unchanged purpose of voting on such approval; provided that this Agreement shall not be renewed and in full force and effect. Any extension of shall terminate on any such renewal date if the Agreement requires Company or the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following Investment Manager provides written notice of termination to the other party given at least thirty (30) hereto not later than 120 days prior to the end of the Plan Yearinitial term or 120 days prior to the end of any annual renewal period thereafter. The term of this Agreement shall also terminate upon: (i) any assignment of this Agreement, which termination shall be automatic; b. Except as provided (ii) a termination of the Agreement required by law, governmental regulation or any governmental or regulatory authority; (iii) the termination date set forth in Section 4.03, below, a notice of termination delivered by HEBP for cause, upon ten (10) the Company to the Investment Manager not less than 60 days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONStermination date set forth therein, Notices and Satisfaction subsection)as a result of (I) a vote of the Board of Trustees of the Trust to terminate the Management Agreement, if Plan Administrator fails or (ii) a vote of a majority of the outstanding voting securities of the Fund to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in terminate the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writingManagement Agreement; or e. By either party, in (iv) upon mutual agreement of the event of fraud or misrepresentation of a material fact by MEMBER or HEBPparties hereto. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the (b) This Agreement may be terminated only forthwith by either party giving notice in writing to the other party if at any time: (i) the Plan Administrator fails party notified shall go into liquidation or receivership or an examiner, 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 all amounts 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 have remedied that within 30 days after the service of written notice requiring it to be remedied. Each party shall forthwith notify the other party on the happening or possible occurrence of an event specified in this sub-Article. (c) For purposes of this Section 11, the terms “vote of a majority of the original due date; or b. Immediately upon failure of outstanding voting securities,” “interested person,” and “assignment” shall have their respective meanings defined in the Plan Administrator 1940 Act, subject, however, to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment such exemptions as may be granted by the Securities and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer Exchange Commission under the sole provider of Administrative Services to the Plan1940 Act.

Term and Termination. 4.01 (A) This Agreement will shall be effective as of the date hereof. (B) This Agreement and the employment of the Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (C) This Agreement and the employment of the Executive may be terminated by Hub for any reason whatsoever upon prior written notice to the 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 term ratable portion, based on the days elapsed in the then current year to the effective date of one termination, of an amount equal to the most recent prior annual incentive plan component of the bonus paid to the Executive; and (1c) year. This 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 damages, compensation or pay in lieu of notice; and provided further that in no event shall 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 may be extended terminated immediately by Hub for Cause, without further obligation to the Executive, provided all that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of termination. (E) Notwithstanding Section 5(B), this Agreement may be terminated by Hub due to the Disability of the Executive upon ninety (90) days’ written notice to the Executive, 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. (F) Notwithstanding Section 5(B), this Agreement 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 termination of this Agreement in accordance with the terms and conditionshereof, except for the contract period being extended, remain unchanged and provisions of Section 4 shall continue in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This In any case, if not sooner terminated, this Agreement will be for a term shall expire at the close of one (1) yearbusiness on the effective date that the Offering is terminated. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal terminated by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written (a) immediately upon notice to the other party given at least thirty in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or (30b) days prior on 60 days’ written 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 end Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Plan Year; b. Except as provided in Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 4.035 of this Agreement, belowincluding but not limited to any Distribution Fees, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails of that Section 5 at such times as such amounts become payable pursuant to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the terms of such deficiency is given Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in an indemnification claim against the performance Dealer Manager under Section 7.b. of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This Agreement 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 Initial Term, the Agreement will automatically renew for a term successive Renewal Terms of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension year each at i3’s then current fees unless either party provides written notice of non-renewal 30 days prior to expiry of the Agreement requires applicable Term or as otherwise agreed upon by the mutual agreement in writing signed by both parties. Refusal Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to notifying the other party given in writing at least thirty (30) 30 days prior to the end date of the Plan Year; b. Except as provided in Section 4.03expiration of the then current Term. In addition to any other rights granted to i3 herein, belowi3 reserves the right to terminate the Company’s password account or use of the CMS, by HEBP for cause, upon ten (10) days prior written notice (pursuant to suspend or terminate this Agreement and the Company’s access to the requirements CMS if the Company’s account becomes delinquent (falls into arrears) or as a result of the Company’s default in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties obligations. The Company will continue to be charged for User licenses during any period of suspension. If the Company or obligations as provided i3 initiates termination of this Agreement, the Company will be obligated to pay the balance due on the Company’s account for the remaining Term, computed in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice accordance with the Charges and Payment of Fees section above. The Company agrees that i3 may charge such deficiency is given unpaid fees to Plan Administrator by HEBP in writing; c. By Plan Administrator the Company’s credit card or otherwise ▇▇▇▇ the Company for cause, upon ten (10) days prior written notice (pursuant such unpaid fees. The Company agrees and acknowledges that i3 has no obligation to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in retain the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, Customer Data in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right Company’s default, and may delete such Customer Data, if the Company has defaulted pursuant to terminate this Agreement: a. Upon , including but not limited to failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORoutstanding fees or charges, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due and such default has not been cured within 30 days of notice of such default. i3 reserves the original due date; or b. Immediately upon failure right to impose a reconnection fee in the event the Company’s access to the 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’s default), i3 will make available to the Company a file of the Plan Administrator 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 fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment retain the Customer Data, and Other Financial Responsibilities; or c. Immediatelymay delete such Customer Data, if HEBP is no longer the sole provider of Administrative Services to the Planmore than 30 days after termination.

Term and Termination. 4.01 a. This Agreement will be shall commence on the date specified above and shall remain in effect for a term period of one (1) year, unless terminated earlier as provided herein. This After the first year this Agreement may be extended provided all terms and conditionsshall automatically renew for successive one year periods, except for the contract period being extended, remain unchanged and unless either party expresses in full force and effect. Any extension writing its intention not to in advance of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed renewal date. This extension period shall be in one year increments. 4.02 b. This Agreement may be terminated as follows: a. By at any time by either party, effective upon sixty (60) days written notice by either party at to the end of any Plan Year following written notice to other. Furthermore, either party may terminate this Agreement immediately in the event that the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet has materially breached any of its duties 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 obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR 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 of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in thereof.. In addition Company may terminate the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, Agreement effective immediately in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPthat Dealer's authorized representative identified to Company as representing Dealer in the Territory ceases to represent Dealer. 4.03 HEBP 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 Dealer agrees to accept shipment and make payment for such orders, all in accordance with the 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, Company shall have the right to terminate this Agreement:any and all further obligations unless it receives assurances satisfactory to Company that further obligations of Dealer will be performed. a. Upon failure d. The parties recognize, and acknowledge, that certain provisions contained herein may conflict with or differ from the laws of the Plan Administrator to pay Administrative Charges in accordance with Territory. To the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORextent that any provision contained herein is different from, 3.05 aor conflicts with, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days any laws of the original due date; or b. Immediately upon failure Territory, the parties hereby waive their rights with respect to such laws, because it is the express intent of the Plan Administrator parties to fund amounts due relay exclusively on the contractual provisions bargained for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services agreed to the Planherein.

Term and Termination. 4.01 9.1 This Agreement will be for a term shall commence on the commencement of the Extended Term and shall continue in force until termination or expiration of the LESO Agreement in accordance with the terms thereof, unless earlier terminated in accordance with Clause 9.2 below. 9.2 Either party may terminate this Agreement without prejudice to any of its other remedies under this Agreement forthwith by 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) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension month of the Agreement requires the mutual agreement having been given notice in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on specifying the original or mutually agreed date. This extension period shall be in one year increments.breach; or 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to (b) the other party given at least thirty (30) days prior becomes insolvent or is unable to pay its debts in the end ordinary course of the Plan Yearbusiness; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant 9.3 The Licensor may terminate this Agreement without prejudice to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties other remedies under this Agreement forthwith by notice in writing to the Licensee if: (a) the Licensee takes any action that would or obligations might invalidate or put into dispute the Licensor’s, Inmarsat (IP) Company Limited’s or the Organization’s (as provided the case may be) title in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the Trade Marks or any of them, or assists any other person directly or indirectly in any such deficiency is given to Plan Administrator by HEBP in writingaction; c. By Plan Administrator for cause(b) the Licensee takes any action that would or might invalidate any registration of the Trade Marks or any of them, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct or assists any deficiency other person directly or indirectly in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of any such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writingaction; or e. By either party(c) the Licensee takes any action that would or might support an application to remove any of the Trade Marks from the registers of the Registered Territory or elsewhere, or assists any other person directly or indirectly in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPany such action. 4.03 HEBP 9.4 Upon the expiry or termination of this Agreement, for whatever reason, the Licensee shall: (a) immediately cease its use of the Trade Marks, and shall have the no further right to terminate use the Trade Marks, except as otherwise specified under this Agreement: a. Upon failure Clause. The Licensee shall dispose of all promotional and other materials bearing or relating to the Plan Administrator to pay Administrative Charges Trade Marks in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay Licensor’s instructions; (b) execute all amounts due within 30 days documents necessary for cancellation of the original due date; or b. Immediately upon failure of Licensee as a registered user or registered licensee and refrain from engaging in any act that would lead a person to think that the Plan Administrator to fund amounts due for payment of claims in accordance Licensee is still associated or connected with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanLicensor.

Term and Termination. 4.01 2.1 This Agreement will shall be valid and be in effect for a the duration of the term as specified in Schedule 1 and shall be automatically renewed, upon the same terms and conditions, save and except for the Licence Fee, for successive terms of one (1) yearyear each, unless earlier terminated in accordance with the terms hereinafter contained. This Agreement The Licence Fee for each renewed term may be extended provided all terms and conditionsrevised to the prevailing market rate or any rate deemed appropriate by Bursa Information. In the event Bursa Information revises the Licence Fee for any renewed term, except for Bursa Information shall notify the contract period being extended, remain unchanged and Subscriber in full force and effect. Any extension writing of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least revised Licence Fee, no less than thirty (30) days prior to the end expiry of the Plan Year;term or renewed term and such revised Licence Fee shall take effect on the commencement of the renewed term. b. Except as provided in Section 4.032.2 Subject always to clause 2.4, below, either party may terminate this Agreement at any time by HEBP for cause, upon ten (10) days prior written notice (pursuant to giving the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within other thirty (30) days after written notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for causeintention; and upon such termination, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on shall be discharged from any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPfurther obligation under this Agreement unless otherwise specified. 4.03 HEBP 2.3 Notwithstanding clause 2.2 above, BURSA INFORMATION shall have the right to terminate this Agreement:Agreement forthwith in the event that:- a. Upon failure (a) the Subscriber is in breach of any provision of this Agreement at any time, provided always that BURSA INFORMATION shall have first served upon the Subscriber a notice in writing specifying the breach and requiring that the Subscriber remedy the breach within fourteen (14) days after receipt of the Plan Administrator notice AND the Subscriber fails to pay Administrative Charges so remedy the breach or justify the breach to the satisfaction of BURSA INFORMATION within such time specified or; (b) the Subscriber becomes bankrupt or if a winding up order has been made against the Subscriber or; (c) the Subscriber assigns its estate for the benefit of creditors or a receiver and/or manager has been appointed in respect of its assets or business or becomes subject to any compromise or arrangement for the purpose of any scheme for reconstruction or amalgamation. 2.4 The termination of this Agreement in accordance with the provisions herein shall be without prejudice to any rights which either party may have acquired against the other party hereto in respect of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planany antecedent breaches.

Term and Termination. 4.01 This 9.1 Where the Inventor or any third-party nominee (“Nominee”) or legal person (“Legal Person”) who has control of any 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 will 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 for 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 by the Inventor and any Nominee or other Legal Person involving the Project Intellectual Property shall make reference to this section 9 and include it as a term of one (1) year. binding obligation. 9.2 This Agreement may otherwise be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal terminated by either party to exercise this Option to Extend shall require this contract to expire on in the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end event of any Plan Year following written notice to the other party given at least default upon thirty (30) days prior written notice to the end defaulting party. Such termination occurs where a party has defaulted or failed to comply with the terms of this Agreement and, following receipt by the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior defaulting party of a written notice (pursuant of default, has failed to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet cure any such default within that period of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.thirty

Term and Termination. 4.01 a) This Agreement will commence on the Effective Date and will continue in force until termination according to the terms of this Agreement. Individual Statements of Work will be for a term effective upon execution by both parties and will continue in force until both parties have fulfilled all of one (1their, Project obligations, or until the earlier termination of such Statement of Work according to the terms of this Agreement. b) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension or an individual Statement of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement Work may be terminated as followsimmediately upon notice in writing: a. 1. By either party at if the end other party is in material breach of any Plan Year following of its obligations hereunder and fails to remedy such breach within 30 days of receipt of a written notice by the other party which specifies the material breach. 2. By HP, in the 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 60 day time period specified in Section 4.c. 3. By either party if the other party has a receiver appointed, or an assignee for the 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 may terminate this Agreement for convenience upon 30 days prior written notice to the other party. Any termination of this Agreement will not relieve either party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided HEWLETT PACKARD CONSULTING SERVICES AGREEMFNT (Deliverables) E3NbitTM02 under any Statement of Work in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice effect on the date of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for causetermination of this Agreement, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date unless otherwise mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have 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 right to terminate this Agreement: a. Upon failure date of termination, and Customer will receive all work in progress for which Customer has paid. Should the Plan Administrator to pay Administrative Charges in accordance with sum of such amounts be less than any advance payment received by HP, HP will refund the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due difference within 30 days of the original due date; orreceipt of an invoice from Customer. b. Immediately upon failure a) Sections 4, 7, 8, 9, 10 and 12 above, and Section 14 below, will survive termination of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planthis Agreement.

Term and Termination. 4.01 This A. Subject to the termination provisions herein contained, the employment of Executive by the Company pursuant to this Agreement will be for a commenced as of the 4th day of November, 1999, and continue thereafter until terminated in accordance with this paragraph 2 or, if not earlier so terminated, until the Expiration Date (the "Employment Term"). B. If the Executive dies during the term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires and while in the mutual agreement in writing signed by both parties. Refusal by either party employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligation to exercise this Option the Executive or his estate except that the Company shall pay to Extend shall require this contract to expire the Executive's estate (i) on the original next regular payroll payment date the unpaid salary through the date of death, and (ii) on or mutually agreed date. This extension period shall be before April 15 of the next succeeding year a proportionate part of the incentive bonus as provided in one paragraph 3B hereof as is in the same ratio to the full bonus as the number of days in the year incrementsuntil the date of death is to 365. 4.02 This Agreement may be terminated as follows: a. By either party at C. If, during the end term of any Plan Year following 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 a period of one hundred eighty consecutive days, the Company, on thirty days prior written notice to the other party given at least thirty (30) days prior 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 Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the end of the Plan Year; b. Except as provided in Section 4.03Executive, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, his estate in the event of fraud his subsequent death: (i) that portion of the Executive's salary through the 30th day after notice of termination and (ii) on or misrepresentation before April 15 of the next succeeding year, the Company shall pay to the Executive a material fact by MEMBER or HEBPproportionate 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. 4.03 HEBP 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 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 right Executive, his spouse, heirs or estate, except to terminate this Agreement: a. Upon failure 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 Plan Administrator 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 termination, 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 Administrative Charges to the Executive each month, in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORCompany's payroll policies then in effect, 3.05 aan amount equal to the Monthly Severance Payment, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days (ii) on or before April 15 of the original due date; or b. Immediately upon failure next succeeding year following the Without Cause Termination Date the Company shall pay to the Executive a proportionate part of the Plan Administrator to fund amounts due for payment of claims incentive bonus as provided in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP paragraph 3B hereof as is no longer in the sole provider of Administrative Services same ratio to the Planfull 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 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 the Executive, shall be without prejudice to or waiver of the obligations of the Executive to maintain 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. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 8.1 This Agreement may be terminated as follows:by any Party with or without cause on sixty (60) days’ advance written notice. a. By either party at 8.2 Notwithstanding any other provision of this Agreement, DFAS, the end of any Plan Year following Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to the other party given at least thirty (30) days prior to Company, unless the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR Company has cured such cause within thirty (30) days after notice of receiving such deficiency is given to Plan Administrator notice, for any material breach by HEBP in writing;the Company of any representation, warranty, covenant or obligation hereunder. c. By Plan Administrator 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause, upon ten cause on not less than thirty (1030) days days’ prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONSDFAS, Notices the Adviser and Satisfaction subsection) to HEBPthe Fund, if HEBP fails to correct any deficiency in unless DFAS, the performance of its duties Adviser or obligations the Fund, as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP appropriate, has cured such cause within thirty (30) days after 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 deficiency Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event 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 provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury Regulations promulgated thereunder. 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 or their, as 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 given 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 HEBP by Plan Administrator the Fund, the Adviser and DFAS, if the Company shall determine, in writingits 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 name of the Party will not constitute a change in control; d. By both parties on (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 date mutually agreed to in writingof the other Parties; or e. By either party(c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the event reasonable judgment of fraud any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or misrepresentation prospective purchasers; or (ii) materially or adversely alters the terms or conditions of a material fact by MEMBER or HEBPsuch Party’s participation in the subject matter of this Agreement. 4.03 HEBP shall have 8.11 Notwithstanding the right to terminate termination of this Agreement: a. Upon failure , 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 Plan Administrator to pay Administrative Charges in accordance with continued tax status thereof and the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance benefits thereunder, with Addendum A: Transfer Payment respect to a Portfolio and Other Financial Responsibilities; orthe corresponding subaccount of each Account. c. Immediately8.12 Each party’s obligations under Section 10 (Indemnification), if HEBP is no longer the sole provider Section 10.4 (cooperation), and Section 10.7 (confidentiality) shall survive and not be affected by any termination of Administrative Services to the Planthis Agreement.

Term and Termination. 4.01 22.1 This Agreement will shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall continue in effect until September 30, 2002 (the “Initial Term”). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or terminated as provided in this Agreement. 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 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 term 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 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. This 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 may be extended provided all to reflect the terms and conditions, except of such order or statute for the contract foregoing interim period being extended(but, remain unchanged 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 in full force and effect. Any extension after the beginning of the Agreement requires foregoing interim period (but, for the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end avoidance of any Plan Year following 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 to the other party given 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 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 order or statute, and any such amendment shall be retroactive to the effective date of the termination (but, for the avoidance of any doubt, 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 11:59 PM Eastern Time on the proposed date of termination neither Level 3 nor BA has requested negotiation of a new interconnection agreement, (a) this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination, and (b) the Services being provided under this Agreement at the time of termination will be terminated, except to the 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 services hereunder by providing written notice to the defaulting Party. At least thirty twenty- five (3025) days prior to the end effective date of such termination or suspension, the other 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 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 recover all reasonable costs, if any, incurred by it in connection with the default or violation, including, without limitation, costs incurred to prepare for the termination of the Plan Year; b. Except as Agreement or the suspension of service provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPhereunder. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 (a) This Agreement will be for a term Agreement, unless sooner terminated upon the occurrence of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension any of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend events listed below, shall require this contract to expire terminate on the original or mutually agreed date. This extension period shall be earlier to occur of (i) the termination of this Agreement pursuant to Section 2(b)(ii) and (ii) the date of the liquidation of the last Investment held in one year incrementsthe Account following the termination of the Commitment Period pursuant to Section 2(b)(i). 4.02 This (b) The Investor may terminate this Agreement may be terminated as follows: a. By either party at the end of any Plan Year following by written notice to the other party given at least thirty (30) days prior to Manager immediately, upon the end bankruptcy, liquidation or dissolution of the Plan Year; b. Except as provided Manager or in Section 4.03, below, the event that the Manager materially breaches this Agreement and such breach is not cured within 30 days of receipt by HEBP for cause, upon ten (10) days prior the Manager of the Investor written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given breach. (c) The Manager may terminate this Agreement by written notice to Plan Administrator by HEBP in writing; c. By Plan Administrator for causethe Investor immediately, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONSthe bankruptcy, Notices and Satisfaction subsection) to HEBPliquidation, if HEBP fails to correct any deficiency or dissolution of the Investor or in the performance 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 duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after receipt by the Investor of the Manager’s written notice of such deficiency is given breach. (d) Notwithstanding any provision hereof to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partythe contrary, in the event 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 fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges such allegation in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORSection 15 hereof. During any such suspension, 3.05 a, provided (i) the Agreement may Investor shall not be terminated only if required to make any payments required to be made under Section 5 hereof to the Plan Administrator fails Manager and (ii) the Manager shall not be required to pay all amounts due within 30 days perform any services on behalf of the original due dateInvestor or with respect to the Account or any Investment; or b. Immediately upon failure 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 Plan Administrator Investor, entered into a binding commitment or letter of intent to fund amounts due acquire or in order to meet unfunded commitments for payment outstanding Investments of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; orthe Investor. c. Immediately(e) Except as otherwise provided herein, if HEBP is no longer during the sole provider term of Administrative Services 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 Planextent of any unpaid costs and expenses), 9, 11, 12(e), 13, 14(b) and 16 shall survive the termination of this Agreement.

Term and Termination. 4.01 This (a) The effective period of this Agreement will be (the "Term") shall begin on the Separation Date and continue thereafter for a term period of one five (15) yearyears 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 five (5) years following the Separation Date without prejudice to any rights or liabilities accruing up to the date of termination: (i) in the event of a material breach by the other party of any of the 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 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 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 respect to the Distributed Products that such Distributor has distributed, effective at any time, provided it has given the Manufacturer at least sixty (60) days prior written notice thereof. Any such termination under this clause (c) shall not relieve such Distributor of 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 substitute for other rights or causes of action of the terminating party. (e) Termination of this Agreement or of a Distributor's rights and the corresponding Manufacturer's obligations hereunder shall not in any way operate so as to impair or destroy any of the rights 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. (f) Each party acknowledges, both in its capacity as a Distributor and as a Manufacturer, that it has no right to renew or extend this Agreement, or either distribution relationship hereunder, following the end of the Term of this Agreement. This Agreement may be renewed or extended provided all terms only upon and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions terms of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORa written agreement by the parties to that effect, 3.05 a, provided which the Agreement may be terminated only if the Plan Administrator fails parties are under no obligation to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plannegotiate or enter into.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one 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 (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure 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 Plan Administrator 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 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, and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall pay Administrative Charges to the Managing Dealer any remaining balance of the Fixed Managing Dealer Fee not yet paid at such time and reimbursement for all accountable expenses incurred in accordance with this agreement prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORtermination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, 3.05 athe Managing Dealer shall be entitled only to its prorated Fixed Managing Dealer Fee through such termination date, provided offset by any losses suffered by the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days Company or any officer or trustee of the original due date; or b. Immediately upon failure Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the 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 Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Plan Administrator Offering to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer a party designated by the sole provider of Administrative Services to the PlanCompany.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one 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 (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure Agreement on 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 Plan Administrator 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 Managing Dealer or the Advisor. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, and except as set forth below, prior to 15-month anniversary of the date hereof, the Company shall pay Administrative Charges to the Managing Dealer any remaining balance of the Managing Dealer Fees not yet paid at such time and reimbursement for all accountable expenses incurred in accordance with this agreement prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORtermination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, 3.05 athe Managing Dealer shall be entitled only to its prorated Managing Dealer Fees through such termination date, provided offset by any losses suffered by the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days Company or any officer or trustee of the original due date; or b. Immediately upon failure Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the 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 Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Plan Administrator Offering to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer a party designated by the sole provider of Administrative Services to the PlanCompany.

Term and Termination. 4.01 This Agreement will be for a term shall commence upon the Effective Date and shall continue in effect until (a) terminated pursuant to this Section 5 or (b) six months following the closing of one that certain business combination transaction by and between the Company and Damon Motors, Inc. (1) year“Transaction Closing”), whichever is first to occur (the “Term”). This Agreement may be extended provided all terms The Company or the Consultant may, at each such party’s option and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following upon written notice provided to the other party given at least thirty (30) 60 days prior to the end of any Term, extend the Plan Year; b. Except as provided in Section 4.03Term for up to an additional one-year period upon the other party’s written acceptance of such extension. Company may terminate this agreement at any time without notice if Consultant breaches a material provision of 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, below, by HEBP for causeif such breach is capable of being cured. Company also may terminate this Agreement at any time, upon ten 30 calendar days written or email notice, but Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to the notice of such termination provided, however, if this Agreement is terminated by the Company any time prior to the six month anniversary of the Transaction Closing (10the “Guaranteed Period”) for any reason other than the gross negligence, recklessness or willful misconduct of Consultant or Consultant’s employees, contractors and agents, or Consultant’s willful refusal or failure to substantially perform the Services (each, “Company Good Reason”), the 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 Statement of Work. Consultant may terminate the Agreement effective (i) upon 30 calendar days prior written notice or (ii) immediately upon written notice (pursuant to A) in the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator event Company fails to meet any pay the consideration when due and payable in accordance with the terms of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR this Agreement and such failure has not been cured within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for causedays, upon ten (10B) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud gross negligence, recklessness or misrepresentation 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 “Consultant Good Reason”. In the event of a material fact termination of this Agreement by MEMBER Consultant for a Consultant Good Reason, the Closing Fee, if unpaid, shall 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 same payment schedule set for in the Statement of Work. Sections 2 through 14 of this Agreement and any remedies for breach of this Agreement shall survive any termination or HEBP. 4.03 HEBP shall have the right to terminate expiration of this Agreement: a. Upon failure . Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanConsultant.

Term and Termination. 4.01 (a) This Agreement will be for a term shall become effective on the date of one this Agreement and shall continue until the date (1the “Termination Date”) year. This Agreement may be extended provided all terms that is the earliest of: (i) the date the Trust shall have dissolved and conditions, except for the contract period being extended, remain unchanged commenced winding up its business and affairs in full force and effect. Any extension accordance with Section 9.02 of the Agreement requires Trust Agreement; (ii) the mutual agreement in writing signed date that all of the Conveyances have been terminated or are no longer held by both parties. Refusal the Trust; (iii) the date that either the Company or the Trustee may designate by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following delivering a written notice to the other party given at least thirty (30) no less than 90 days prior to such date, provided that the end Company’s drilling obligations under the Development Agreement shall have been completed by such date; provided further, however, that the Company shall not terminate this Agreement except in connection with the Company’s transfer of some or all of the Plan Year; b. Except Subject Interests (as provided defined in Section 4.03, below, by HEBP for cause, upon ten (10the Conveyances) days prior written notice (pursuant and then only with respect to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSServices to be provided with respect to the Subject Interests being transferred, Notices and Satisfaction subsection), if Plan Administrator fails only upon the delivery to meet any the Trustee of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice an agreement of the transferee of such deficiency is given Subject Interests, reasonably satisfactory to Plan Administrator by HEBP the Trustee, in writing;which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and c. By Plan Administrator for cause, upon ten (10iv) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations date as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed by the parties to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPthis Agreement. 4.03 HEBP shall have the right to terminate (b) Upon termination of this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges Agreement in accordance with this Section 5.01(a)(i) or (ii), all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORTermination Date, 3.05 a, provided including the Agreement may be terminated only if the Plan Administrator fails obligation to pay all any amounts that have become due within 30 days and payable prior to such Termination Date and (iii) the obligation to pay any portion of the original Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due date; or b. Immediately upon failure and payable at such time. Upon termination of the Plan Administrator to fund amounts due for payment of claims this Agreement in accordance with Addendum A: Transfer Payment Section 5.01(a)(iii), the Company’s obligations to provide Services shall cease only with respect to the Subject Interests transferred, and Other Financial Responsibilities; or c. Immediatelyshall otherwise continue unabated. In the event that the Company terminates this Agreement with respect to Subject Interests transferred in accordance with Section 5.01(a)(iii), if HEBP is no longer the sole provider Administrative Services Fee shall be proportionately reduced, unless the Company certifies to the Trustee that such transfer of Administrative the Subject Interests will not result in a material decrease in the Company’s costs of providing the Services to the PlanTrust with respect to the remaining Subject Interests.

Term and Termination. 4.01 8-1 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms shall become effective on the Effective Date and conditionsshall, except for the contract period being extendedunless terminated earlier in accordance with this Article 8, remain unchanged and continue in full force and effect. Any extension until expiration, revocation or invalidation of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year incrementslast valid patent within LICENSED PATENT RIGHTS. 4.02 This 8-2 FUJISAWA may terminate this Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty sixty (3060) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant the “NOTICE PERIOD”) to INSMED in the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator event that (a) INSMED fails to meet make any payment which is due under Article 3 hereof, within the NOTICE PERIOD; or (b) INSMED commits a breach of any other obligation of this Agreement which is not cured within the NOTICE PERIOD; or (c) INSMED goes into liquidation, a receiver or a trustee be appointed for the property or estate of INSMED, or INSMED makes an assignment for the benefit of creditors, and whether any of its duties the aforesaid events be the outcome of the voluntary act of INSMED, or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR otherwise (d) INSMED directly or indirectly contests the validity of any LICENSED PATENT RIGHTS or does not, within thirty (30) days after notice following execution of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for causethis Agreement, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices irrevocably withdraw any and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in all proceedings previously filed attacking the performance validity of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPLICENSED PATENT RIGHTS. 4.03 HEBP 8-3 INSMED shall have the right to terminate this Agreement:AGREEMENT at anytime following sixty (60) days written notice of termination to FUJISAWA. a. Upon failure 8-4 Termination of this Agreement shall not affect any rights or obligations accrued prior to the Plan Administrator effective date of such termination, specifically INSMED’s obligation to pay Administrative Charges in accordance with make payments according to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planthis Agreement.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 a. This Agreement may be terminated as followsby a party for cause immediately by written notice upon the occurrence of any of the following events: a. By either party at the end of any Plan Year following written notice to i. If the other party given at least thirty (30) days prior ceases to the end do business, or otherwise terminates it business operations or if there is a material change in control of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writingother; or e. By either partyii. If the other shall fail to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the event of fraud manner contemplated by this Agreement or misrepresentation of a material fact by MEMBER if any such license, registration, permit, authorization or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due approval is revoked or suspended and not reinstated within 30 days of the original due datesixty days; or b. Immediately upon iii. If the other materially breaches any material provision of this Agreement and fails to substantially cure such breach within thirty days (ten days in the case of a failure to pay) of written notice describing the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilitiesbreach; or iv. If the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days); or v. If Distributor breaches any other agreement or contract with Company, and the breach is not cured within thirty days of written notice describing the breach. b. On termination or expiration of this Agreement for any reason whatsoever including, but not limited to, termination or expiration by passage of time or nonrenewal, the parties expressly agree that the following shall take effect: (i) all rights granted to Distributor under or pursuant to this Agreement shall immediately cease; (ii) all contracts and orders placed by Distributor for the Products and accepted, but not filled or delivered by Company as of the date of termination, shall be filled or delivered by Company subject to the terms and conditions of this Agreement; (iii) all contracts or orders for the Products not accepted by Company on or before the date of termination shall, at Company's sole option, be canceled; (iv) Distributor shall forthwith return to Company all promotional Sales information materials or demonstration products that have been furnished by Company to Distributor during the term of this Agreement, it being understood that no copies of these foregoing materials may be retained by Distributor subsequent to the date of termination or expiration of this Agreement; and (v) Company shall repurchase from Distributor, at the then fair market value in the Territory, any Products and replacement parts purchased from Company by Distributor for inventory or other purpose directly related to furthering the purposes of this Agreement. c. ImmediatelyDistributor acknowledges and expressly agrees that Company shall not be liable to Distributor, if HEBP and Distributor hereby waives any claims for compensation or damages of any kind or character whatsoever, whether on account of the loss by Distributor of present or prospective compensation or anticipated compensation, or of expenditures, investments or commitments made either in connection therewith or in connection with the establishment, development or maintenance of establishment, development or maintenance of Distributor's business, or on account of any other cause or thing whatsoever. d. Termination is no longer not the sole provider of Administrative Services to the Planremedy under this Agreement and, whether or not termination is affected, all other remedies will remain available.

Term and Termination. 4.01 This (a) Subject to Section 12(b), this Agreement will be for a term shall terminate on the earliest to occur of one (1i) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension election of the Sub-Manager, upon the expiration of the Initial Term of the Management Agreement, to terminate this Agreement, (ii) the termination of the Management Agreement requires by the mutual agreement REIT, or (iii) the effective date of the removal of the Sub-Manager for Cause (the “Termination Date”); provided that all rights and obligations with respect to any earned but unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement with respect to periods prior to, on or in writing signed by both parties. Refusal by either party to exercise connection with the Termination Date shall survive the termination of this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice Agreement; provided, further, that, subject to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partyforegoing proviso, in the event of fraud termination pursuant to clause (i) or misrepresentation (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 material fact by MEMBER termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or HEBP. 4.03 HEBP any of its Affiliates, 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 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 terminate 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 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 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). a. Upon failure (d) Subject to other provisions of this Agreement, if the Plan Administrator Sub-Manager is removed for Cause, the effective date of a removal for Cause shall be the date upon which the Manager shall have delivered to pay Administrative Charges Sub-Manager both (i) written notice that the Sub-Manager is being removed for Cause in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORSub-Management Agreement, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days and (ii) a copy of the original due date; or b. Immediately upon failure applicable final, non-appealable order evidencing the required final determination of the Plan Administrator to fund court of competent jurisdiction. (e) The Manager shall calculate the Final Payment (and other related amounts due for payment of claims 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 Addendum A: Transfer Payment (1) the books and Other Financial Responsibilities; or c. Immediatelyrecords 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, if HEBP is no longer policies, practices and methodologies used in, and applied consistently with, the sole provider prior calculations of Administrative Services 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 Planadjustments 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 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 work papers, schedules, memoranda and other documents prepared or reviewed by the Manager and the REIT, respectively, or by any of their respective representatives that are relevant to the 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 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 available, during normal business hours and upon reasonable notice, to the Sub-Manager to review the calculation of the Final Payment (including the applicable Sub-Manager Base Management Fee, Base Management Fee, and Gross Equity Raised). In the event that the Sub-Manager 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 commercially reasonable efforts, and negotiate in good faith, to promptly reach agreement as to the correct calculation of the Final Payment.

Term and Termination. 4.01 This Agreement will be for shall become effective as of the date first written above and shall remain in force until the 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 term vote of one the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Shareholder Servicing Plan (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Fund’s 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 Plan Administrator to fund amounts due for payment or this Agreement or by vote a majority of claims the outstanding voting securities of the Fund (as defined in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe 1940 Act), if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the PlanIntermediary 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 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 Fund or any officer or director of the Fund arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the 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 Fund to accomplish an orderly transfer of management of the Offering to a party designated by the Fund.

Term and Termination. 4.01 This Agreement will be for a 10.01 The initial term of one this Agreement shall be three (13) year. This Agreement may years from the date first referenced above and the appointment shall automatically be extended provided all renewed for further three years successive terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension without further action of the Agreement requires the mutual agreement in writing signed by both parties. Refusal , unless written notice is provided by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) 90 days prior to the end of the Plan Year;initial or any subsequent three year period. The term of this appointment shall be governed in accordance with this paragraph, notwithstanding the cessation of active trading in the capital stock of the Company. b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to 10.02 In the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet event that AST commits any continuing breach of its duties or material obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty under this Agreement, and such breach remains uncured for more than sixty (3060) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice by the Company (which notice shall explicitly reference this provision of the Agreement), the 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 VIII MISCELLANEOUS PROVISIONSSection 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, Notices and Satisfaction subsection) the Company shall be obligated to HEBPimmediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 above, if HEBP fails as well as the charges accruing pursuant to correct Section 10.05 below. 10.04 In the event that the Company commits any deficiency in the performance breach of its duties or material obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than forty-five (3045) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partydays, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP AST shall have the right to terminate or suspend its services without further notice to the Company. During such time as AST may suspend its services, AST shall have no obligation to act as transfer agent and/or registrar on behalf of the Company, and shall not be deemed its agent for such purposes. Such suspension shall not affect AST’s rights under the Certificate of Appointment or this Agreement:. a. Upon failure 10.05 Should the Company elect not to renew this Agreement or otherwise terminate this Agreement, AST shall be entitled to reasonable additional compensation for the service of preparing records for delivery to its successor or to the Plan Administrator Company, and for forwarding and maintaining records with respect to pay Administrative Charges certificates received after such termination. AST shall be entitled to retain all transfer records and related documents until all amounts owing to AST have been paid in accordance full. AST will perform its services in assisting with the provisions transfer of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims records in accordance with Addendum A: Transfer Payment a diligent and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planprofessional manner.

Term and Termination. 4.01 This a. The “Term” of this Agreement will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be for a term performed on the schedule described in the RFP; if the Services are not completed within such time, at the written request of one (1) year. This Agreement may YHI, the Term will be extended provided all terms and conditionsfor six (6) additional months. Thereafter, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of Term will renew to the Agreement requires extent the mutual agreement parties agree in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year incrementsany such renewal. 4.02 This b. Either party may terminate this Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to if the other party given 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 the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights or creditors. YHI may terminate any or all Services without any reason on at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days advance written notice. d. The parties understand that the YHI is an independent body corporate and politic established by Idaho Code e. On termination other than for the uncured material breach by Contractor, (a) Contractor will be due Contractor Fees for Services accepted prior written notice to termination and reimbursement of Expenses incurred prior to termination, and YHI may condition final payment on execution by Contractor (pursuant and any other applicable person or entity) of a release of all claims relating to YHI and the 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 requirements extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in SECTION VIII - MISCELLANEOUS PROVISIONSfact to execute such documents and assign such subcontracts). The obligations under the following Sections of this Agreement will survive termination of this Agreement for any reason whatsoever: 5, Notices 7-14, 16-20, and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP23. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This 16.1 Subject to earlier termination in accordance with this Section, this Agreement will be for a term shall commence on the effective date of one (1) year. This this Agreement and remain in force until the expiration of the last valid patent claim contained in the LICENSED TECHNOLOGY. 16.2 The Agreement may be extended provided all terms and conditions, except terminated immediately by written notice to LICENSEE by BYU at its election in 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 contract period being extendedbenefit of creditors, remain unchanged and in full force and effect. Any extension such that LICENSEE is unable to perform its continuing obligations hereunder; or B. In the event that all or substantially all of the Agreement requires the mutual agreement assets of LICENSEE or its successor-in-interest are seized or attached in writing signed a final, unappealed or unappealable order in conjunction with any action brought against it by both parties. Refusal by either a third party creditor, such that LICENSEE is unable to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year incrementsperform its continuing obligations hereunder. 4.02 16.3 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least effective upon thirty (30) days written notice from BYU and the failure of LICENSEE to cure any breach or default prior to the end expiration of the Plan Year;thirty-day notice period in any of the following circumstances: b. Except as provided A. In the event LICENSEE becomes insolvent or shall cease to carry on its business in Section 4.03, below, by HEBP for cause, upon ten (10) days the 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 LICENSED TECHNOLOGY without the prior express written notice (consent of BYU. 16.4 In the case of breach or default arising from LICENSEE’s failure to pay BYU royalties or other costs or expenses pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSAgreement when due and payable, Notices and Satisfaction subsection), if Plan Administrator fails failure to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in complete the performance requirements of its duties Section 5 of this Agreement, or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice from any other material breach or default of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partythis Agreement, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP BYU shall have the right to terminate this Agreement: a. Upon Agreement upon thirty (30) days written notice to LICENSEE. Termination shall become effective upon the 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 Plan Administrator parties shall not be released from any obligation that has matured prior to pay Administrative Charges the effective date of the termination. LICENSEE may, however, after the effective date of such termination, sell all LICENSED PRODUCTS in accordance with its inventory or in process as of the provisions time of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 asuch termination, provided that LICENSEE shall pay to BYU the royalties and other consideration due on such products as required by this Agreement and shall submit the reports as required. 16.7 Upon the termination of this Agreement, any SUBLICENSEE which has not breached in any material way its sublicense agreement shall be offered by BYU the 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 immediately cease using the INTELLECTUAL PROPERTY and return to BYU all documents and 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 terminated only if construed to limit BYU’s legal or equitable remedies in the Plan Administrator fails to pay all amounts due within 30 days event of the original due date; or b. Immediately upon failure a default by LICENSEE and/or subsequent termination of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planthis Agreement by BYU.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one 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 (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Plan Administrator to fund amounts due for payment Company and who have no direct or indirect financial interest in the operation of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the PlanManaging Dealer or the Adviser. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon termination of this Agreement, the 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 Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. 4.01 (a) This Agreement will be for a term shall become effective on the date of one this Agreement and shall continue until the date (1the “Termination Date”) year. This Agreement may be extended provided all terms that is the earliest of: (i) the date the Trust shall have dissolved and conditions, except for the contract period being extended, remain unchanged commenced winding up its business and affairs in full force and effect. Any extension accordance with Section 9.02 of the Agreement requires Trust Agreement; (ii) the mutual agreement in writing signed date that all of the Conveyances have been terminated or are no longer held by both parties. Refusal the Trust; (iii) the date that either the Company or the Trustee may designate by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following delivering a written notice to the other party given at least thirty (30) no less than 90 days prior to such date; provided, that the end Company’s drilling obligations under the Development Agreement shall have been completed by such date; provided, further, that the Company shall not terminate this Agreement except in connection with the Company’s transfer of some or all of the Plan Year; b. Except Subject Interests (as provided defined in Section 4.03, below, by HEBP for cause, upon ten (10the Conveyances) days prior written notice (pursuant and then only with respect to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSServices to be provided with respect to the Subject Interests being transferred, Notices and Satisfaction subsection), if Plan Administrator fails only upon the delivery to meet any the Trustee of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice an agreement of the transferee of such deficiency is given Subject Interests, reasonably satisfactory to Plan Administrator by HEBP the Trustee, in writing;which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and c. By Plan Administrator for cause, upon ten (10iv) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations date as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed by the parties to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPthis Agreement. 4.03 HEBP shall have the right to terminate (b) Upon termination of this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges Agreement in accordance with Section 5.01(a)(i) or (ii), all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORTermination Date, 3.05 a, provided including the Agreement may be terminated only if the Plan Administrator fails obligation to pay all any amounts that have become due within 30 days and payable prior to such Termination Date and (iii) the obligation to pay any portion of the original Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due date; or b. Immediately upon failure and payable at such time. Upon termination of the Plan Administrator to fund amounts due for payment of claims this Agreement in accordance with Addendum A: Transfer Payment Section 5.01(a)(iii), the Company’s obligations to provide Services shall cease only with respect to the Subject Interests transferred, and Other Financial Responsibilities; or c. Immediatelyshall otherwise continue unabated. In the event that the Company terminates this Agreement with respect to Subject Interests transferred in accordance with Section 5.01(a)(iii), if HEBP is no longer the sole provider Administrative Services Fee shall be proportionately reduced, unless the Company certifies to the Trustee that such transfer of Administrative the Subject Interests will not result in a material decrease in the Company’s costs of providing the Services to the PlanTrust with respect to the remaining Subject Interests.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditionsshall continue in force until June 30, except for the contract period being extended2015, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be unless otherwise terminated as follows: a. By either provided herein. If no party at the end of any Plan Year following gives written notice to the other party given at least thirty (30) days prior to the end 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 Plan Year;expiration of the then current term. In addition, and notwithstanding the foregoing, Manager may terminate this Agreement at any time upon delivery of written notice to the 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 not less than thirty (30) days prior to the effective date of termination, in the event of (and only in the event of) a showing by Company of willful misconduct, gross negligence or deliberate malfeasance of the 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: b. Except (a) A decree or order is rendered by a court having jurisdiction (i) adjudging Manager as provided bankrupt or insolvent, or (ii) approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for Manager under the federal bankruptcy laws or any similar applicable law or practice, or (iii) appointing a receiver or liquidator or trustee or assignee in Section 4.03bankruptcy or insolvency of Manager or a substantial part of the property of Manager, belowor for the winding up or liquidating of its affairs; or (b) Manager (i) institutes proceedings to be adjudicated a voluntary bankrupt or an insolvent, by HEBP (ii) consents to the 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 filing of any such petition, or to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for causeit or for a substantial part of its property, upon (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 they become due unless such inability shall be the fault of the 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 period of ten (10) days prior 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 fees due to Manager pursuant to Section 4.1 for the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure unexpired portion of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planterm.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Company’s trustees who are not “interested persons” (as defined in Section 2(a)(19) of the Plan Administrator to fund amounts due for payment ▇▇▇▇ ▇▇▇) of claims the Company and who have no direct or indirect financial interest in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe operation of the Company’s distribution plan or this Agreement or by vote of a majority of the outstanding voting securities of the Company, if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the Planintermediary 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 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. 4.01 7.1 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and AGREEMENT is in full force and effect. Any extension effect from the EFFECTIVE DATE and remains in effect until the expiration of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract last to expire on LICENSED PATENTS, unless sooner terminated by operation of law or by acts of either of the original or mutually agreed date. This extension period shall be parties in one year incrementsaccordance with the terms of this AGREEMENT. 4.02 This Agreement 7.2 LICENSEE may be terminated as followsterminate 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. By either party at fails to pay on the end 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 Plan Year following such default within thirty (30) days after receipt of written notice thereof by LICENSOR. 7.4 The LICENSEE must provide notice to the other party given 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 end 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 Plan YearIndemnification 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 of reinstatement of said insurance, and shall remain in full force and effect without any further action of the parties hereto until termination or expiration of 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 terms of this AGREEMENT or the granting of time by either party to the other shall prejudice, affect or restrict the rights and powers of the former hereunder nor shall any waiver by either party of a breach of this AGREEMENT be considered as a waiver of any subsequent breach of the same or any other provision hereof. 7.8 The rights to terminate this AGREEMENT given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. 7.9 Except as provided in Section 4.03, below, by HEBP for cause7.5, upon ten (10) days prior written notice (pursuant to termination of this AGREEMENT in whole or in part, LICENSEE shall have the requirements privilege of selling or otherwise disposing of the inventory of all LICENSED PRODUCTS in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any process of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partymanufacture, in the event of fraud use or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall in stock and LICENSEE will also have the right to terminate this Agreement: a. Upon failure complete performance of all contracts requiring use or sale of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 aLICENSED PRODUCTS, provided that the Agreement may be terminated only if remaining term of any such contract does not exceed one (1) year from the Plan Administrator fails to pay all amounts due within 30 days effective date of the original due date; or b. Immediately upon failure termination of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planthis AGREEMENT.

Term and Termination. 4.01 (a) This Agreement will be for a term shall become effective on the date of one this Agreement and shall continue until the date (1the “Termination Date”) year. This Agreement may be extended provided all terms that is the earliest of: (i) the date the Trust shall have dissolved and conditions, except for the contract period being extended, remain unchanged commenced winding up its business and affairs in full force and effect. Any extension accordance with Section 9.02 of the Agreement requires Trust Agreement; (ii) the mutual agreement in writing signed date that all of the Conveyances have been terminated or are no longer held by both parties. Refusal the Trust; (iii) the date that either the Company or the Trustee may designate by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following delivering a written notice to the other party given at least thirty (30) no less than 90 days prior to such date; provided, that the end Company’s drilling obligations under the Development Agreement shall have been completed by such date; provided, further, that the Company shall not terminate this Agreement except in connection with the Company’s transfer of some or all of the Plan Year; b. Except Subject Interests (as provided defined in Section 4.03, below, by HEBP for cause, upon ten (10the Conveyances) days prior written notice (pursuant and then only with respect to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSServices to be provided with respect to the Subject Interests being transferred, Notices and Satisfaction subsection), if Plan Administrator fails only upon the delivery to meet any the Trustee of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice an agreement of the transferee of such deficiency is given Subject Interests, reasonably satisfactory to Plan Administrator by HEBP the Trustee, in writing;which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and c. By Plan Administrator for cause, upon ten (10iv) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations date as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in writing by the event of fraud or misrepresentation of a material fact by MEMBER or HEBPParties. 4.03 HEBP shall have the right to terminate (b) Upon termination of this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges Agreement in accordance with Section 5.01(a)(i) or (ii), all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORTermination Date, 3.05 a, provided including the Agreement may be terminated only if the Plan Administrator fails obligation to pay all any amounts that have become due within 30 days and payable prior to such Termination Date and (iii) the obligation to pay any portion of the original Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due date; or b. Immediately upon failure and payable at such time. Upon termination of the Plan Administrator to fund amounts due for payment of claims this Agreement in accordance with Addendum A: Transfer Payment Section 5.01(a)(iii), the Company’s obligations to provide Services shall cease only with respect to the Subject Interests transferred, and Other Financial Responsibilities; or c. Immediatelyshall otherwise continue unabated. In the event that the Company terminates this Agreement with respect to Subject Interests transferred in accordance with Section 5.01(a)(iii), if HEBP is no longer the sole provider Administrative Services Fee shall be proportionately reduced, unless the Company certifies to the Trustee that such transfer of Administrative the Subject Interests will not result in a material decrease in the Company’s costs of providing the Services to the PlanTrust with respect to the remaining Subject Interests.

Term and Termination. 4.01 2.01. This Agreement will be shall commence effective as of October 1, 2013, and shall continue through __September 30, , 2014, and shall automatically renew for a term of successive one (1) yearyear periods unless and until terminated as provided in Section 2.02 below; provided, however, the fees hereunder shall be subject to an annual review and adjustment as agreed upon by the parties hereto. 2.02. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal terminated (i) by either party to exercise this Option to Extend shall require this contract to expire party, effective on the original or mutually agreed any anniversary date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following , upon not less than ninety (90) days prior written notice to the other party given (provided, however, that at least thirty the election of the Company any such termination by SP Corporate shall not take effect until the earlier of (30i) the date the Company has selected substitute persons to take over the responsibilities of the Designated Persons, and (ii) 120 days from such termination); (ii) by the Company, at any time, on less than ninety (90) days prior notice; provided that, if the Company provides less than ninety (90) days notice, it shall pay to the end SP Corporate a termination fee equal to 125% of the Plan Year; b. Except fees due under this Agreement, as provided in calculated under Section 4.033, belowfrom, by HEBP for causeand including, upon ten (10) days prior written notice (pursuant to such termination date until, and including, the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice 90th day following the date of such deficiency is given to Plan Administrator notice; (iii) at the election of the Committee, immediately upon death of the CEO Designee, his or her resignation as Chief Executive Officer, removal as Chief Executive Officer by HEBP in writing; c. By Plan Administrator SP Corporate or removal as Chief Executive Officer for causeCause by the Company, unless SP Corporate has proposed, and the 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 ten 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 Company, unless SP Corporate has proposed, and the Committee has approved and appointed a successor Chief Financial Officer, and this Agreement has been amended accordingly; (10v) days prior written notice immediately upon the bankruptcy or dissolution of SP Corporate, or (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsectionvi) to HEBP, if HEBP fails to correct any deficiency in immediately by the performance of its duties Company for Cause or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of upon a material fact breach of this Agreement (as reasonably determined by MEMBER the Committee) by SP Corporate or HEBPany Designated Person. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This In any case, if not sooner terminated, this Agreement will be for a term shall expire at the close of one (1) yearbusiness on the effective date that the Offering is terminated. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal terminated by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written (a) immediately upon notice to the other party given at least thirty in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or (30b) days prior on 60 days’ written 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 end 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 pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Plan Year; b. Except as provided in Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 4.035 of this Agreement, belowincluding but not limited to any Distribution Fees, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails of that Section 5 at such times as such amounts become payable pursuant to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the terms of such deficiency is given Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in an indemnification claim against the performance Dealer Manager under Section 7.b. of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR; provided, 3.05 ahowever, provided the Agreement may be terminated only that if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP Higher Minimum Offering is no longer the sole provider of Administrative Services not reached prior to the Planexpiration or termination of this Dealer Manager Agreement, the Company shall not pay any compensation, and reimbursements to the Dealer Manager with respect to subscriptions from investors in those states where the Higher Minimum Offering was not achieved.

Term and Termination. 4.01 This Agreement will be for a term of one (1) yearshall commence upon the Effective Date and shall remain effective until the Services are completed and delivered. This Agreement may be extended provided all terms and conditionsterminated at any time by either party effective immediately upon notice, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires or the mutual agreement in writing signed by both of the parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original , or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as followsif any party: a. By either party at (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the end benefit of any Plan Year following written notice to the other party given at least thirty its creditors; or (30b) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet breaches any of its duties material responsibilities or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR under this Agreement, which breach is not remedied within thirty (30) days after from receipt of written notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in breach. In the event of fraud termination, Company shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or misrepresentation (c) hourly fees for work performed by Company or Company’s agents as of a material fact the date of termination, whichever is greater; and Client shall pay all expenses, fees, advances together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination by MEMBER Client and upon full payment of compensation as provided herein, Company grants to Client such right and title as provided for in the PAYMENT SCHEDULE of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination. Upon expiration or HEBP. 4.03 HEBP shall have the right to terminate termination of this Agreement: a. Upon failure : (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the Plan Administrator to pay Administrative Charges in accordance with the provisions other party, and (b) other than as provided herein, all rights and obligations of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOReach party under this Agreement, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days exclusive of the original due date; or b. Immediately upon failure Services, shall survive. By their execution, the parties hereto have agreed to all of the Plan Administrator terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to fund amounts due for payment enter into this Agreement and to bind her/his respective party to all of claims in accordance with Addendum Athe terms and conditions herein. CLIENT: Transfer Payment and Other Financial Responsibilities; or c. Immediately360 Water COMPANY: CSF Communications, if HEBP is no longer the sole provider of Administrative Services to the Plan.Inc. (d/b/a thePLAN) _ By: Title: By: Title : ▇▇▇▇▇▇▇ ▇ ▇▇▇ Chief Operating Officer Address : Address :

Term and Termination. 4.01 A. This Agreement will be shall remain in effect until three years following the Effective Time, and shall automatically renew for a term of one (1) year. This successive three-year periods thereafter, unless the Reinsurer or Company elects to terminate this Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension effective as of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end expiration of any Plan Year following such three-year period. If the Reinsurer or Company elects to so terminate this Agreement, it shall give written notice to the other party given at least hereto not less than nine months prior to the expiration of any such three-year period. B. Notwithstanding the provisions of Section A of this Article XXI, the Reinsurer may terminate this Agreement in the event of any of the following (clauses 1 through 5 below, collectively, the “Company Termination Events”) by written notice to the Company no later than thirty (30) days prior to (or in the end case of the Plan Year; b. Except as provided a Company Termination Event described in Section 4.03, subsection B(1) below, by HEBP for cause, upon ten (10) days) following actual knowledge of the applicable Company Termination Event by the Reinsurer: 1. the Company is thirty (30) or more days prior written notice (pursuant in arrears on payment due to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSReinsurer under this Agreement, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR has not cured such breach within thirty (30) days after following written notice thereof from the Reinsurer (unless the amount not so paid is the subject of such deficiency is given to Plan Administrator by HEBP in writinga good faith dispute) (a “Company Payment Default”); c. By Plan Administrator 2. the Company has ceased writing new or renewal business and has elected to run off its existing business or an insurance or other regulatory authority has ordered such party to cease writing new or renewal business; 3. the Company has become insolvent, or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for causethe appointment of a receiver, upon ten liquidator, rehabilitator, conservator, or trustee in bankruptcy or other agent known by whatever name, to take possession of its assets or control of its operations; 4. a Company Change of Control has occurred. For purposes of this Agreement, a “Company Change of Control” will be deemed to occur with respect to the Company when either (10a) days prior written notice an individual person, corporation or other entity, or a group of commonly controlled persons, corporations or entities, acquires, including through merger, directly or indirectly, more than fifty percent (50%) of the voting securities of the Company or obtains the power to vote (directly or through proxies) more than fifty percent (50%) of the voting securities of the Company, except if such individual person, corporation or other entity is under common control with such Company, or (b) AmTrust no longer directly or indirectly controls the power to vote more than fifty percent (50%) of the voting securities of the Company; provided that in no event shall the acquisition, including through merger, of more than fifty percent (50%) of the voting securities of AmTrust or of the power to vote (directly or through proxies) more than fifty percent (50%) of the voting securities of AmTrust, or the merger, combination or amalgamation of AmTrust into any person, or similar transaction pursuant to SECTION VIII MISCELLANEOUS PROVISIONSwhich AmTrust shall not be the surviving entity, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance be deemed a "Company Change of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writingControl"; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This Agreement will be for a The term of one (1) year. This this Agreement may be extended provided all terms and conditions, except for shall commence on the contract period being extended, remain unchanged and in full force and effect. Any extension date of the Agreement requires the mutual agreement in writing signed execution by both parties. Refusal parties and will continue perpetually unless terminated in accordance with this Agreement or by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other by a party hereto given at least thirty ninety (3090) days prior to the end 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 Plan Year;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 this Agreement and shall automatically terminate this Agreement without further action by either party; and b. Except (ii) This Agreement (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 a termination of the applicable third party license agreement. Accordingly, MSRB would notify Academic Institution as provided 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 Section 4.03, below, by HEBP for cause, upon any event within ten (10) days prior Business Days after termination) to MSRB written notice (pursuant certification that the Master Copy, except to the requirements 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. Notwithstanding the foregoing, Academic Institution is not required to expunge de minimis amounts (both in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices terms of amount of material obtained from the Academic Data Set and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the proportionate amount of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10material used within Academic Institution’s materials) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator Academic Data Set to pay Administrative Charges 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 SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement Agreement. Academic Institution may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days also access and retain those portions of the original due date; or b. Immediately upon failure 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 Plan Administrator to fund amounts due for payment Academic Data Set may not be repurposed (e.g., incorporated into new materials) or otherwise used after termination of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is this Agreement. In no longer the sole provider event shall Academic Institution make any further research use (or any commercial use) of Administrative Services to the Planany retained Academic Data Set or portion thereof.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one 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 (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Plan Administrator to fund amounts due for payment Company and who have no direct or indirect financial interest in the operation of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the PlanIntermediary 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. 4.01 This Agreement will be for a 23.1 Subject to this Article 23 and to the Petroleum (Exploration and Production) Law PNDCL 84 (Section 12) the term of one (1) year. This this Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to years commencing from the Effective Date. 23.2 At the end of the Plan Yearterm 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. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10b) days prior written notice (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 requirements 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 SECTION VIII - MISCELLANEOUS PROVISIONSArticle 23.5 below GNPC and/or the State may terminate this Agreement 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 statement which Contractor knows or should have known to be false, Notices 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 Satisfaction subsection)there is thereby justifiable anticipation that the obligations of Contractor hereunder will not be performed; provided, however, if Plan Administrator fails the Contractor is comprised of more than one non-Affiliated entity, then the insolvency or bankruptcy of one Contractor Party shall not lead to meet 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 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 of its duties obligations pursuant to Article 7.1 hereof; g) failure by Contractor to make any payment of any sum due to GNPC or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR 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 deficiency sum is disputed in good faith by 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 written notice shall be given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in Contractor describing the performance of its duties event or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within failure. Contractor shall have thirty (30) days from receipt of said notice to commence and pursue remedy of the event or failure cited in the notice. If after notice 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 matter to arbitration. In the event that Contractor disputes whether an event specified in Article 23.3 or Article 23.4 has occurred or been remedied, Contractor may, any time up to the effective date of any Notice of Termination refer the dispute to arbitration pursuant to Article 24 hereof. If so referred, GNPC and/or the State may not terminate this Agreement in respect of such deficiency is given event except in accordance with the terms of any resulting arbitration award. 23.6 Upon termination of this Agreement, all rights of Contractor hereunder shall cease, except for such rights as may at such time have accrued, and without prejudice to HEBP by Plan Administrator in writing;any obligation or liability imposed or incurred under this Agreement prior to Termination and to such rights and obligations as the Parties may have under applicable law. d. By both parties on any date mutually agreed to in writing; or e. By either party, 23.7 Upon termination of this Agreement or in the event of fraud or misrepresentation an assignment of all the rights of Contractor, all ▇▇▇▇▇ and associated facilities shall be left in a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure state of the Plan Administrator to pay Administrative Charges good repair in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planaccepted international petroleum industry practice.

Term and Termination. 4.01 (a) This Agreement will be shall remain in effect from the date first written above until terminated by mutual agreement of the parties or otherwise as permitted in this Section 12. (b) Hologic may terminate this Agreement 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 term 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 one 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 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) year. This Agreement may be extended provided all terms and conditions, except for $100,000.00 on or before the contract period being extended, remain unchanged and in full force and effect. Any extension 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 requires at any time for a default by the mutual agreement in writing signed by both parties. Refusal by either other party consisting of anything other than a failure to exercise this Option pay royalties pursuant to Extend shall require this contract to expire Section 5, effective on the original date specified in a notice of termination, provided that at least 60 days prior to giving such notice of termination the terminating party shall have given the defaulting party written notice identifying the nature of the default and the defaulting party shall have failed to 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 mutually agreed date. This extension period shall be in one year incrementsfails to pursue such action diligently to completion. 4.02 This (f) Upon termination of this Agreement may be terminated as follows: a. By either for any reason, the licenses set forth in Section 3, above, shall terminate. Each party at the end of any Plan Year following written notice shall return to the other party given at least thirty (30) days prior all records of such other party's proprietary or confidential information in its possession. Vivitech shall be entitled to the end assemble any units of the Plan Year;Product for which components have been purchased or ordered and sell to any third parties any Product, including such assembled Product, remaining in its inventory. b. Except as provided in Section 4.03(g) Sections 5, below9, by HEBP for cause10, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection12(f), if Plan Administrator fails to meet any 12(g), 13, 14, 16, 20, 23, 24, 25, 26, and 27 shall survive termination of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This (a) Subject to the terms and conditions as set forth in this Agreement, the term of this Agreement will shall be for a term period of one two (12) year. This years. (b) Without prejudice to Yissum's rights at law or pursuant to this Agreement, Yissum may terminate this Agreement may be extended provided all terms and conditions, except by notice given to the Company if a receiver or liquidator is appointed for the contract period being extendedCompany and/or the Company passes a resolution for voluntary winding up or a winding up application is made against the Company and not set aside within sixty (60) days; (c) Without prejudice to the Company's rights pursuant to this Agreement or at law, remain unchanged and in full force and effect. Any extension the Company shall be entitled to terminate the Agreement on the winding up or bankruptcy of Yissum or if Yissum should commit a breach of the Agreement requires and not remedy the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR breach within thirty (30) days after of receiving notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPthereof. 4.03 HEBP (d) Should the Inventor fail to attain any Milestone then the Company shall have the right be entitled to terminate this Agreement and shall not be obligated to continue to finance the Research contemplated under this Agreement:. a. (e) Should the Inventor become unable to complete or continue the Research for any reason, then Yissum and/or CMCC shall propose a substitute researcher (the "Substitute Researcher") to the Company. In the event that the Substitute Researcher is not reasonably acceptable to the Company, then the Company shall be entitled to terminate this Agreement and shall not be obligated to continue to finance the Research contemplated under this Agreement. (f) Upon failure termination of this Agreement other than pursuant to the 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 Plan Administrator to pay Administrative Charges term set forth in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 subparagraph (a) above, provided that all payments due Yissum shall have been paid according to the Agreement may terms of this Agreement, shall not be terminated only if considered a termination pursuant to this subparagraph and shall not require the Plan Administrator fails return by the Company of any materials relating to pay all amounts due the Research, Know-How and/or Research Results or the cessation of the use thereof. (g) Upon termination of this Agreement, Yissum shall refrain from selling any shares of common stock of the Company and exercising any warrants owned or possessed by Yissum and shall return any such shares or warrants to the Company within 30 fourteen (14) days of such termination. (h) Termination of this Agreement pursuant to this Article 11 shall not constitute a breach of, nor result in the original due date; or b. Immediately upon failure of termination of, the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanLicense Agreement.

Term and Termination. 4.01 10.1 This Agreement will and the Supply Agreement that is entered into on the same date shall become effective as from the date of signature and shall for each A Product be for a concluded an initial term of one (1) year. 5 years starting from the date of its Commercialisation and shall thereafter 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 renew. 10.2 This Agreement may that is entered into in respect of B Products and C Products from TEVA shall become effective as from the date of signature and shall thereafter be extended provided all terms renewed automatically on an annual basis and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by Product-by-Product basis unless either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to Party provides the other party given at least 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 end way and manner described below: 10.3.1 In the event that a Party to this Agreement should be dissolved, becomes insolvent, makes a voluntary or involuntary assignment of assets for the Plan Yearbenefit 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; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP 10.3.2 Either Party shall have the right to terminate this Agreement: a. Upon failure Agreement upon three (3) months written notice to the other Party in the event of any (direct or indirect) voluntary, involuntary or compulsory change in control or effective control of the Plan Administrator other Party, without any entitlement to pay Administrative Charges in accordance with the provisions compensation under whatever title as a result of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORsuch termination. 10.4 Notwithstanding Clause 10.1 and 10.2 above, 3.05 a, provided the this Agreement may be terminated only earlier and in part on a Product-by-Product basis if one of the Plan Administrator Parties to this Agreement commits a material breach of any provision of this Agreement pertaining to a certain A Product, B Product and/or C Product from TEVA and fails to pay all amounts due remedy such breach within 30 forty-five (45) days after written notification of the original due date; or b. Immediately upon failure breach by the Party not in default, then, the Party not in default shall have the right to terminate this Agreement in regard of that relevant Product. If it is apparent that such breach is not capable of remedy, the Party not in default shall have the right to terminate this Agreement immediately on the date of its written notification of the Plan Administrator to fund amounts due for payment breach. 10.5 Notwithstanding Clause 10.1 above, this Agreement may be terminated earlier and in part on a Product-by-Product basis in the way and manner described in Clause 12.3 of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanSupply Agreement.

Term and Termination. 4.01 This Agreement will shall be for a term of one (1) year. This Agreement may be extended provided all terms effective and conditionscommence on the date hereof and, except for unless earlier terminated pursuant to this Section 3, shall terminate after the contract period being extended, remain unchanged and in full force and effect. Any extension repayment of the Agreement requires 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 mutual agreement in writing signed by both partiesterms hereof. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at (a) This Agreement shall terminate automatically as to any and all Acquired Contracts upon the end dissolution, termination of existence, insolvency (failure to pay debts as they mature or the failure to maintain the fair salable value of assets in excess of liabilities), business failure, appointment of a receiver, trustee, custodian, or similar fiduciary, assignment for the benefit of creditors, or the commencement of any Plan Year following written notice 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 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 other party given at least thirty Master Purchase and Sale Agreement (30including, but not limited to, Servicer's failure to deposit funds received for any Acquired Contract into an account as set forth in Section 1(b) days prior hereof, Servicer's failure to the end deliver on a timely basis any of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (reports to Owner pursuant to this Agreement or the requirements Master Purchase and Sale Agreement, Servicer's failure to use due diligence in SECTION VIII - MISCELLANEOUS PROVISIONScollecting funds due under any Acquired Contract, Notices Servicer's failure to timely perform its replacement and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or repurchase obligations as provided set forth in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice Article 5 of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for causethe Master Purchase and Sale Agreement, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation occurrence of a material fact by MEMBER adverse change in the financial condition of Servicer), Owner may, upon twenty-four (24) hours written or HEBPoral notice, terminate this Agreement with respect to any and all Acquired Contracts. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the (c) This Agreement may be terminated only if as to any and all Acquired Contracts at any time by the Plan Administrator fails to pay all amounts due within 30 days mutual agreement of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment Owner and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanServicer.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year17.1. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal terminated: (a) by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of party, without cause and without providing any Plan Year following reasons, upon seven (7) days’ prior written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writingparty; or e. By either party(b) by us immediately without notice and without payment in lieu of notice if: (i) you (or your employee, officer or agent) commit a material breach of this Agreement; (ii) you (or your employee, officer or agent) act in a manner that we reasonably regard as inappropriate or unprofessional; (iii) you (or your employee, officer or agent) fail to provide the event Beam Services in a safe manner; (iv) you become insolvent or go into liquidation or enter into any arrangement or composition with your creditors, or any action is taken for the appointment of an administrator or official manager or receiver over your assets; (v) you are charged with a breach of any law; (vi) you (or your employee, officer or agent) engage in any misconduct (including but not limited to fraud or misrepresentation dishonest behaviour) or in any activity in conflict with or adverse to the activities, affairs or reputation of a material fact by MEMBER Beam or HEBPwhich in our opinion renders the continued provision of the Beam Services adverse to the best interest, activities, affairs or reputation of the Beam Group; or (vii) you commit any other act which at common law would entitle us to terminate the document without notice or payment in lieu of notice. 4.03 HEBP shall have 17.2. For all other breaches of this Agreement, you will be provided notice and a reasonable opportunity to remedy the right breach. If the breach is remedied in a timely manner and to Beam’s satisfaction, Beam may choose not to terminate this Agreement. In addition, Beam may terminate this Agreement or deactivate your account immediately in the event Beam reasonably believes that such action is necessary to protect the safety or interests of Beam, users of the Beam App or third parties, or to promote or protect Beam's business and operations. 17.3. If this Agreement is terminated or the provision of the Services ceases, you shall have no further claim against us or any member of the Beam Group for monies or other entitlements in respect of the provision of the Beam Services or the termination of this document, except to the extent they accrued prior to the date of termination or as provided in this document. 17.4. Immediately on the your engagement ending or at any other time requested by us, you must return to us or our authorised representative: a. Upon failure (a) all property belonging to the Beam Group that you have or can reasonably obtain; and (b) all property that you have, or can reasonably obtain, that contains Confidential Information. (c) In this clause, property includes anything on which information is recorded, for example, documents, computer disks and computer records. 17.5. Clauses 9 to 12 shall survive the termination or expiration of this Agreement. 17.6. Termination of this Agreement shall be without prejudice to any existing rights and/or claims that Beam may have against you, and shall not relieve you from fulfilling the obligations accrued prior to such termination. 17.7. If Beam terminates this Agreement because you are in breach of any of your main obligations, then: (a) you will no longer be able to be in possession of the Plan Administrator Beam Vehicles; (b) you shall return the Beam Vehicle(s) in your possession within 24 hours of the termination, regardless of whether your services have been fully performed; (c) you must use all reasonable efforts to pay Administrative Charges in accordance return the Beam Vehicle(s) to us as soon as possible at your own expense to a place directed by us together with all chargers supplied by us (or equivalent); (d) if your services have not been fully performed upon return of the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORBeam Vehicle(s), 3.05 a, provided the Agreement your Contract Fees may be terminated only if reduced at Beam’s sole and absolute discretion; and 17.8. you will also be responsible for any reasonable costs and expenses incurred by us in recovery, including, but not limited to, solicitor’s fees, agent’s fees and storage charges. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT 18.1. Support is available via the Plan Administrator fails Beam App to pay all amounts due within 30 days address any concerns you may have regarding your provision of Beam Services and/or this Agreement. The parties shall first use their best efforts to negotiate in good faith to settle any dispute, claim, question, or disagreement and engage arising out of or in relation to this Agreement or the provision of the original due date; orBeam Services. b. Immediately upon failure 18.2. For the avoidance of the Plan Administrator doubt, compliance with Clause 18.1 shall be a condition precedent to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planeither party commencing arbitration under Clause 19.

Term and Termination. 4.01 This (a) The term of this Agreement will be begin as of the Effective Date and will continue for a term of one period ending three (13) yearyears after the Launch Date (the "Term"). This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of If PeoplePC chooses not to renew the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following the Term, the Term shall be extended to the extent necessary to allow the completion of all outstanding Employee Service Terms existing on the date they would otherwise expire and the parties shall continue to comply with their obligations hereunder until all Employee Service Terms have been completed, provided that Section 2.2 shall not apply during the extension period. If Customer chooses not to renew the Agreement at the end of the Term, Customer shall have the option to: (a) pay to PeoplePC the present value of all Monthly Payment obligations remaining as of the expiration of the Term; or (b) extend the Term of the Agreement to the extent necessary to allow the completion of all outstanding Employee Service Terms existing on the date it would otherwise expire and the parties shall continue to comply with their obligations hereunder until all Employee Service Terms have been completed, provided that Section 2.2 shall not apply during the extension period. (b) Each Party will have the right to terminate this Agreement upon written notice to the other party given at least thirty Party if (30i) days prior to the end other Party has committed a material breach of this Agreement, (ii) the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR other Party has not cured such breach within thirty (30) days after receipt of written notice of such deficiency is given breach from the other Party, and (iii) such breach remains uncured as of the effective date of termination. (c) Upon termination of this Agreement for any reason and upon Customer's request, PeoplePC may convert any Participating Employees to Plan Administrator general PeoplePC members and any subsequent payments for service shall be made directly by HEBP in writing;such users to PeoplePC. Customer shall have no liability with respect to such converted users that accrues after the date of such conversion. c. By Plan Administrator (d) Upon termination of this Agreement for causeany reason (i) each Party will promptly return all Confidential Information of the other Party, upon ten (10ii) days prior written notice Customer will pay all outstanding amounts owed to PeoplePC under this Agreement within forty-five (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (3045) days after notice the effective date of such deficiency is given termination, subject to HEBP by Plan Administrator any right of setoff and (iii) the following provisions will nonetheless remain in writing; d. By both parties on effect: Article I ("Definitions"), all of Article III ("General") (exception Section 3.1) and the payment obligations of Customer under Section 2.6 with respect to any date mutually agreed to in writing; or e. By either party, in the event remaining portions of fraud or misrepresentation of a material fact by MEMBER or HEBPany Employee Service Terms. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 6.1 This Agreement 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 be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year incrementsexpiration of the last to expire of the patents within AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS, POLYMERASE PATENT RIGHTS, RT AND RT-PCR PATENT RIGHTS to the extent a license of rights under any of the foregoing surviving Patent Rights is being exercised pursuant to Sections 2.1 - 2.5 hereto. 4.02 This 6.2 Notwithstanding any other Section of this Agreement, INVITROGEN may terminate this Agreement may be terminated as follows: a. By either party at the end of for any Plan Year following reason on ninety (90) days' written notice to the other party given at least thirty (30) days prior ROCHE. If INVITROGEN elects to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (terminate this Agreement pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSthis section, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR it shall within thirty (30) days after 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 such deficiency is given termination to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partyINVITROGEN, 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 fraud 50% or misrepresentation 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 receiver, trustee or similar officer's appointment without the application or consent of INVITROGEN, if such appointment shall 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 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 fact term under this Agreement by MEMBER INVITROGEN or HEBP. 4.03 HEBP an AFFILIATE sublicensed by INVITROGEN, this Agreement may be terminated upon ninety (90) days, written notice to INVITROGEN. Said notice shall have become effective at the right to terminate this Agreement: a. Upon failure end of the Plan Administrator 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 pay Administrative Charges any uncontested royalty payments due, which uncontested payments must be made in accordance with the provisions terms of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORthis Agreement. 6.6 Upon termination of this Agreement as provided herein, 3.05 a, provided 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 sale of products licensed and sublicensed hereunder pursuant to the Agreement may be terminated only if prior to termination or expiration of the Plan Administrator fails to pay Agreement shall survive such termination or expiration. 6.8 Upon termination of this Agreement for any reason, INVITROGEN shall destroy its inventory of all amounts due products licensed hereunder and confirm such destruction in writing within 30 ten days of the original due date; or b. Immediately upon failure termination of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanAgreement.

Term and Termination. 4.01 This Agreement will be for a (a) The term of one (1) year. This Company's Services under this Agreement may be extended provided all terms shall commence on the Effective Date and conditions, except shall continue for the contract period being extended, remain unchanged and set forth in full force and effect. Any extension of the Agreement requires SRDS (the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments"Term"). 4.02 This (b) Either party shall have the right to terminate this Agreement may be terminated as follows: a. By either party at in the end of any Plan Year following written notice to event that the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet cure any material breach of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR this Agreement within thirty (30) days after receipt of notice of such deficiency is given from the other party or files a petition for bankruptcy, becomes insolvent or dissolves. (c) Company may terminate this Agreement upon written notice to Plan Administrator by HEBP the Purchaser in writing; c. By Plan Administrator for cause, upon ten the event Purchaser fails to pay Company any amounts due hereunder within fifteen (1015) days prior written notice after Company notifies the Purchaser in writing that such payment is past due. (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsectiond) to HEBP, if HEBP fails to correct Either party may terminate this Agreement at any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within time upon thirty (30) days written notice to the other party. (e) Upon the expiry or termination of this Agreement for any reason, each party will be released from all obligations to the other arising after notice the date of expiry or termination, except for those, which by their terms survive such deficiency is given 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 HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party against the other party, in 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 (i) the Services shall cease being performed; (ii) any unpaid fees and charges due to Company hereunder shall become immediately due and payable; and (iii) unless this Agreement is 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 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 fraud or misrepresentation the Deliverables subject to the limitations and continued compliance with the restrictions on the use of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate Deliverables set forth in this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This (a) Subject to Section 12(b), this Agreement will be for a term shall terminate on the earliest to occur of one (1i) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension expiration of the Initial Term of the Management Agreement, (ii) the termination of the Management Agreement requires by the mutual agreement REIT, or (iii) the effective date of the removal of the Sub-Manager for Cause (such earliest date, the “Termination Date”); provided that all rights and obligations with respect to any earned but unpaid Sub-Manager Base Management Fee and any other amounts payable under this Agreement with respect to periods prior to, on or in writing signed by both parties. Refusal by either party to exercise connection with the Termination Date shall survive the termination of this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice Agreement; provided, further, that, subject to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partyforegoing proviso, in the event of fraud termination pursuant to clause (i) or misrepresentation (iii) above, there shall be no Sub-Manager Termination Fee paid to the Sub-Manager. In the event of a material fact by MEMBER termination pursuant to clause (ii) above, if, during the Initial Term, the REIT or HEBP. 4.03 HEBP any of its Affiliates, 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 have 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 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 terminate 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: a. Upon failure Agreement (or, in the case of a termination pursuant to Section 11(a)(iii), the Plan Administrator to pay Administrative Charges 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 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 SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORthis Agreement, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails Sub-Manager is removed for Cause, the effective date of a removal for Cause shall be the date upon which the Manager shall have delivered to pay all amounts due within 30 days of Sub-Manager both (i) written notice that the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due Sub-Manager is being removed for payment of claims Cause in accordance with Addendum A: Transfer Payment this Sub-Management Agreement, and Other Financial Responsibilities; or c. Immediately(ii) a copy of the applicable final, if HEBP is no longer non-appealable order evidencing the sole provider required final determination of Administrative Services to the Plancourt of competent jurisdiction.

Term and Termination. 4.01 3.1 This Agreement will shall be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension effective as of the Agreement requires Employment Starting Date, and shall continue for an undefined period (the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments“Term”). 4.02 This 3.2 The Company and/or the Employee may terminate this Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to time by giving the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days a prior written notice of termination, of a period detailed in Annex A (pursuant 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 requirements Employee, an amount equal to the Monthly Salary that would have been paid to him in SECTION VIII - MISCELLANEOUS PROVISIONSrespect of the Notice Period that he did not work, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPliquidated damages. 4.03 HEBP 3.4 Notwithstanding the above, the Company shall have the right to immediately terminate this Agreement: a. Upon failure Agreement for a Cause, as determined by the Company, 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 Plan Administrator to Employee without payment of severance pay Administrative Charges (in accordance with whole or in part); (ii) any material breach by the provisions Employee of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORthis Agreement, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days any breach of the original due date; or b. Immediately upon failure NOA or any breach of the Plan Administrator Employee’s fiduciary duties; (iii) conducting by the Employee of any felony involving moral turpitude which has an effect on the Company and/or (iv) a willful failure to fund amounts due perform Employee’s responsibilities or duties. In the event of termination for payment Cause, Employee’s entitlement to severance pay will be subject to Sections 16 and 17 of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to Severance Pay Law 5723-1963 (the Plan“Severance Law”) and/or any other applicable law.

Term and Termination. 4.01 18.1 This Agreement will shall take effect as of the first day of the month in which the Korean Food & Drug Administration approves the sale of the Products in Korea after the completion of initial batch testing for the Products (the “Effective Date”). Unless earlier terminated 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 a term successive periods of one (1) year. This Agreement may be extended provided all year each on the same terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following unless B gives Distributor prior written notice of its intention not to the other party given at least thirty (30) days renew this Agreement prior to the end of such Initial Term or renewed term, as the Plan Year;case may be. b. Except as provided 18.2 In the event that any of the following occurs, B shall be entitled to immediately terminate this Agreement in Section 4.03, belowwhole or in part (i.e., by HEBP removing from this Agreement the distributorship for cause, any of the Products or for any part of the Territory) upon ten (10) days prior written notice to Distributor: (pursuant to a) Distributor commits any breach of this Agreement and, in the requirements in SECTION VIII - MISCELLANEOUS PROVISIONScase of a breach capable of remedy, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR remedy the breach within thirty (30) days after receipt of a written notice of such deficiency is given to Plan Administrator by HEBP in writingfrom B; c. By Plan Administrator (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 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 cause, upon ten the purposes of amalgamation or reconstruction and in such manner that the entity resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement); (10f) days prior written notice the majority ownership of Distributor changes; (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsectiong) to HEBP, if HEBP fails to correct any deficiency there is a substantial change in the performance personnel of its duties Distributor responsible for sales and marketing of any of the Products or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice any part of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writingthe Territory; or e. By either party, in (h) B disposes of any part of its business that relates to any of the event of fraud or misrepresentation of a material fact by MEMBER or HEBPProducts. 4.03 HEBP 18.3 The rights of termination under this Article shall have the be without prejudice to any other right to terminate this Agreement: a. Upon failure or remedy of B in respect of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planbreach concerned or any other breach.

Term and Termination. 4.01 This 8.1 Unless earlier terminated as hereinafter provided, this Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except shall extend for the contract period being extendedlife of the last to expire patent issued on the Subject Technology and shall then expire automatically, remain unchanged and or if no patent issues on the Subject Technology, this Agreement shall continue in full force and effect. Any extension effect for a period of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant years from the first commercial sale of Licensed Products by LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free license to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails Subject Technology. 8.2 In the event of default or failure by LICENSEE to meet perform any of its duties the terms, covenants or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within provisions of this Agreement, LICENSEE shall have thirty (30) days after the giving of written notice of such deficiency is given to Plan Administrator default by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails 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 deficiency 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 in the performance event that LICENSEE shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its duties business or obligations as provided (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of thirty (30) days after 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 of the receipt by LICENSEE of notice of such deficiency is given termination, LICENSEE shall immediately cease using any of the Subject Technology and return all copies of the same to HEBP by Plan Administrator in writing; d. By both parties on SCREEN MEDIA; provided, however, that LICENSEE may dispose of any date mutually agreed to in writing; or e. By either party, Licensed Products actually in the event possession of fraud or misrepresentation LICENSEE prior to the Agreement Date of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right termination, subject to terminate this Agreement: a. Upon failure of the Plan Administrator LICENSEE's paying to pay Administrative Charges SCREEN MEDIA running royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with the provisions terms of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided this Agreement. 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services other Party accruing at or prior to the Plantime of such termination. The obligations of Sections 5 and 13 shall survive termination of this Agreement.

Term and Termination. 4.01 This Agreement will shall be for a term of one (1) year. This Agreement may be extended provided all terms effective and conditionscommence on the date hereof and, except for unless earlier terminated pursuant to this Section 3, shall terminate after the contract period being extended, remain unchanged and in full force and effect. Any extension repayment of the Agreement requires 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 mutual agreement in writing signed by both partiesterms hereof. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at (a) This Agreement shall terminate automatically as to any and all Acquired Contracts upon the end dissolution, termination of existence, insolvency (failure to pay debts as they mature or the failure to maintain the fair salable value of assets in excess of liabilities), business failure, appointment of a receiver, trustee, custodian or similar fiduciary, assignment for the benefit of creditors, or the commencement of any Plan Year following written notice 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 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 other party given at least thirty Master Purchase and Sale Agreement (30including, but not limited to, Servicer's failure to deposit funds received for any Acquired Contract into an account as set forth in Section 1(b) days prior hereof, Servicer's failure to the end deliver on a timely basis any of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (reports to Owner pursuant to this Agreement or the requirements Master Purchase and Sale Agreement, Servicer's failure to use due diligence in SECTION VIII - MISCELLANEOUS PROVISIONScollecting funds due under any Acquired Contract, Notices Servicer's failure to timely perform its replacement and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or repurchase obligations as provided set forth in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice Article 5 of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for causethe Master Purchase and Sale Agreement, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation occurrence of a material fact by MEMBER adverse change in the financial condition of Servicer), Owner may, upon twenty-four (24) hours written or HEBPoral notice, terminate this Agreement with respect to any and all Acquired Contracts. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the (c) This Agreement may be terminated only if as to any and all Acquired Contracts at any time by the Plan Administrator fails to pay all amounts due within 30 days mutual agreement of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment Owner and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanServicer.

Term and Termination. 4.01 This The “Term” of this Agreement will begin on the Effective Date and continue until the earliest to occur of completion of all Services or termination under the terms of this Section. The parties intend that the Services will be for a term performed on the schedule described in the RFP; if the Services are not completed within such time, at the written request of one (1) year. This Agreement may YHI, the Term will be extended provided all terms and conditionsfor six (6) additional months. Thereafter, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of Term will renew to the Agreement requires extent the mutual agreement parties agree in writing signed by both partieson any such renewal. Refusal by either Either party to exercise may terminate this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to if the other party given 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 the Contractor will cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or will avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights or creditors. YHI may terminate any or all Services without any reason on at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days advance written notice. The parties understand that the YHI is an independent body corporate and politic established by Idaho Code § 41-6101 et seq. According to Idaho law, YHI will be financially self-supporting and will not request any financial support from the State of Idaho and will not have the power to tax or encumber assets of the State of Idaho. The obligations of YHI are not those of the State of Idaho. It is expressly understood and agreed that the obligation to proceed under this Agreement is conditioned upon YHI' s receipt of federal funds. YHI may terminate this Agreement pursuant if sufficient federal funds are not received as anticipated by YHI. On termination other than for the uncured material breach by Contractor, (a) Contractor will be due Contractor Fees for Services prior written notice to termination and reimbursement of Expenses incurred prior to termination, and YHI may condition final payment on execution by Contractor (pursuant and any other applicable person or entity) of a release of all claims relating to YHI and the 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 requirements extent requested, assignment of subcontracts to another Contractor (and Contractor hereby appoints YHI its attorney in SECTION VIII - MISCELLANEOUS PROVISIONSfact to execute such documents and assign such subcontracts). The obligations under the following Sections of this Agreement will survive termination of this Agreement for any reason whatsoever: 5, Notices 7-14, 16-20, and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP23. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 18.1 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire come into effect on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be Effective Date and unless terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges earlier in accordance with the following provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORthis clause shall remain in force until the later of the date when the last of the Patents licensed to Covion pursuant to Clauses 3 to 8 of this Agreement expires, 3.05 alapses, provided becomes abandoned or is revoked following a final decision from which no further appeal is possible and the date when the last of the Know-How comes into the public domain. On the date on which the last of the 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 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 respect of that particular piece of Know-How. Also for the 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 be able to exploit any such claim in the 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 be terminated only if terminate this Agreement forthwith by notice in writing. 18.3 In the Plan Administrator event that: 18.3.1 Covion has a liquidator, receiver, administrator or administrative receiver appointed in respect of the whole or any material part of its undertaking or assets or enters into any arrangement 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, whether voluntarily or compulsorily (except for the 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 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 all amounts due within 30 fourteen days of demand any sum due and payable under this Agreement, 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 original due date; or b. Immediately upon failure date of this Agreement taken directly or indirectly any steps to seek to establish the invalidity of, or otherwise oppose, any of the Plan Administrator Patents licensed to fund amounts due for payment Covion pursuant to Clauses 3 to 8 of claims in accordance this Agreement or to procure or assist any third party to do so provided that this shall not apply to any such steps taken incidentally or inadvertently or which Covion can show were otherwise not taken with Addendum A: Transfer Payment and Other Financial Responsibilities; orthe intention of so assisting the third party. c. Immediately18.5 Covion shall procure that the provisions of clauses 18.1 to 18.4 shall apply, if HEBP is no longer with only the sole provider of Administrative Services necessary changes having been made, to any sub-licences granted by Covion hereunder, to the Planintent that CDT shall have in respect of sub-licensees the same rights as it has in respect of Covion.

Term and Termination. 4.01 (a) This Agreement will shall be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension effective as of the Agreement requires Effective Time and shall continue until the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on date (the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows“Termination Date”) that is the earliest of: a. By (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 are no longer held by the Trust; (iii) the date that either party at the end of any Plan Year following Company or the Trustee may designate by delivering a written notice to the other party given at least thirty (30) no less than 90 days prior to such date; provided, that the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (Drilling Obligation Completion Date shall have been achieved pursuant to the requirements terms of the Development Agreement; provided, further, that the Company shall not terminate this Agreement except in SECTION VIII - MISCELLANEOUS PROVISIONSconnection with the Company’s transfer of some or all of the Subject Interests (as defined in the Conveyances) and then only with respect to the Services to be provided with respect to the Subject Interests being transferred, Notices and Satisfaction subsection), if Plan Administrator fails only upon the delivery to meet any the Trustee of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice an agreement of the transferee of such deficiency is given Subject Interests, reasonably satisfactory to Plan Administrator by HEBP the Trustee, in writing;which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred in accordance herewith; and c. By Plan Administrator for cause, upon ten (10iv) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in by the event of fraud or misrepresentation of a material fact by MEMBER or HEBPparties to this Agreement. 4.03 HEBP shall have the right to terminate (b) Upon termination of this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges Agreement in accordance with Section 5.1(a)(i), (ii) or (iv), all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORTermination Date, 3.05 a, provided including the Agreement may be terminated only if the Plan Administrator fails obligation to pay all any amounts that have become due within 30 days and payable prior to such Termination Date and (iii) the obligation to pay any portion of the original Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due date; or b. Immediately upon failure and payable at such time. Upon termination of the Plan Administrator to fund amounts due for payment of claims this Agreement in accordance with Addendum A: Transfer Payment Section 5.1(a)(iii), the Company’s obligations to provide Services shall cease only with respect to the Subject Interests transferred, and Other Financial Responsibilities; or c. Immediatelyshall otherwise continue unabated. In the event that the Company terminates this Agreement with respect to Subject Interests transferred in accordance with Section 5.1(a)(iii), if HEBP is no longer the sole provider Administrative Services Fee shall be proportionately reduced, unless the Company certifies to the Trustee that such transfer of Administrative the Subject Interests will not result in a material decrease in the Company’s costs of providing the Services to the PlanTrust with respect to the remaining Subject Interests.

Term and Termination. 4.01 This Agreement will be for a term Date of one 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 (1I) year. This Agreement may be extended provided all terms 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 conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR 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 ISG shall be decided by the Director-General pursuant to Article 8.3.9 of the ETSI Rules of Procedure and clause 3.2 of the ETSI Technical Working Procedures; the Participant may resign from the ISG at any time by sending a notice of such deficiency is given resignation to Plan Administrator by HEBP in writing; c. By Plan Administrator for causethe Chairman of the ISG and the Director-General, upon ten (10) days prior written notice (pursuant and the date of the Participant’s resignation from the ISG shall be deemed to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in be the performance date of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after receipt of the notice of such deficiency is given resignation by the Director-General; the Chairman of the ISG may revoke at any time the invitation or authorization to HEBP attend meetings of the Participant by Plan Administrator in writing; d. By both parties on any sending a notice of revocation to the Participant and the Director-General, and the date mutually agreed of the revocation shall be deemed to in writingbe the date of receipt of the notice of revocation by the Participant; or e. By either party, and the notice of termination sent by ETSI in the event of fraud or misrepresentation of a material fact breach of its obligations by MEMBER 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 Participant of the ISG, it being provided however that termination of this ISG Participant Agreement for any reason: shall be without prejudice to any rights or HEBP. 4.03 HEBP obligations which shall have accrued or become due prior to the Date of Termination and the Participant shall remain bound to duly perform and complete any and all obligations which shall have arisen out of or in connection with this ISG Participant Agreement prior to the Date of Termination, including any transfer or license of intellectual property rights (or undertakings to transfer or license intellectual property rights) pursuant to the ETSI IPR Policy and Article 2 of this ISG Participant Agreement; shall not affect any right to terminate or obligation of any party under Article 4.2 of this ISG Participant Agreement: a. Upon failure , 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 Plan Administrator to pay Administrative Charges in accordance with the provisions terms of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the this ISG Participant Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services prior to the PlanDate of Termination.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 8.1 This Agreement may be terminated as follows:by any Party with or without cause on thirty (30) days' advance written notice. a. By either party at 8.2 Notwithstanding any other provision of this Agreement, DFAS, the end of any Plan Year following Adviser or the Fund may terminate this Agreement for cause on not less than thirty (30) days' prior written notice to the other party given at least thirty (30) days prior to Company, unless the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR Company has cured such cause within thirty (30) days after notice of receiving such deficiency is given to Plan Administrator notice, for any material breach by HEBP in writing;the Company of any representation, warranty, covenant or obligation hereunder. c. By Plan Administrator 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause, upon ten cause on not less than thirty (1030) days days' prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONSDFAS, Notices the Adviser and Satisfaction subsection) to HEBPthe Fund, if HEBP fails to correct any deficiency in unless DFAS, the performance of its duties Adviser or obligations the Fund, as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP appropriate, has cured such cause within thirty (30) days after 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 deficiency Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a "regulated investment company" under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 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 business, operations, financial condition or prospects since the date of this Agreement or is given 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 HEBP by Plan Administrator the Fund, the Adviser and DFAS, if the Company shall determine, in writingits 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 name of the Party will not constitute a change in control; d. By both parties on (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 date mutually agreed to in writingof the other Parties; or e. By either party(c) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the event reasonable judgment of fraud any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or misrepresentation prospective purchasers; or (ii) materially or adversely alters the terms or conditions of a material fact by MEMBER or HEBPsuch Party's participation in the subject matter of this Agreement. 4.03 HEBP shall have 8.11 Notwithstanding the right to terminate termination of this Agreement: a. Upon failure , 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 Plan Administrator to pay Administrative Charges in accordance with continued tax status thereof and the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance benefits thereunder, with Addendum A: Transfer Payment respect to a Portfolio and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider corresponding subaccount of Administrative Services to the Planeach Account.

Term and Termination. 4.01 This Agreement will 5.1 The Parties agree that this WCA shall 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 Parties and without any liabilities or obligations whatsoever, upon the earlier of the following dates (“IPO Long Stop Date”): (i) 12 (twelve) months from the date of 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 listing of the Equity Shares pursuant to the IPO is not completed by then, subject to a withdrawal of the 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 term shareholder. 5.4 In case of one termination of this WCA in accordance with Clause 5.1, all amendments to the DSA and the Articles, under or pursuant to this WCA, and any other action taken pursuant to this WCA and all waivers and consents granted in connection with the WCA (1in relation to the Qualified IPO), shall automatically cease to have effect, and the Parties shall act in accordance with Clause 5 to give effect to the aforesaid. 5.5 In case of termination of this WCA in accordance with Clause 5.1, the Parties agree that the provisions of the DSA (as existing prior to the execution of this WCA) year. This Agreement may be extended provided all terms shall (i) immediately and conditions, except for the contract period being extended, remain unchanged and in 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 been in force during the period between the date of execution of this WCA and the date of termination of this WCA, without any break or interruption whatsoever. Any extension The Parties hereby agree and acknowledge that the obligation of the Agreement requires Company under this Clause 5.5 shall survive the mutual agreement termination of this WCA only in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end case of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end failure of Consummation of the Plan Year; b. Except as provided in Section 4.03, below, Qualified IPO by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPIPO Long Stop Date. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 3.1 This Agreement will shall be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension effective as of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend Employment Starting Date, and shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be continue until terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORSection 3.2 or 3.3 hereinafter. 3.2 The Company and the Employee may terminate this Agreement at any time by giving the other party a prior written notice of termination, 3.05 aof a 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, provided the 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 employer-employee relations between the parties to end upon such payment. 3.4 Notwithstanding the above, the Company shall have the right to immediately terminate this Agreement may be terminated 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 employment of the Employee without payment of severance pay; (ii) any material breach by the Employee of this Agreement, any breach of the NDA or any breach of the Employee’s fiduciary duties; (iii) conviction of the Employee of any felony 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, but in each case only if the Plan Administrator fails to pay all amounts due Employee did not cure such breach within 30 seven (7) days of the original due date; or b. Immediately upon failure written notification of the Plan Administrator same by the Company. Subject to fund amounts due section 5.1 (iv), in the event of termination for payment Cause, Employee’s entitlement to severance pay will be subject to Sections 16 and 17 of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to Severance Pay Law 5723-1963 (the Plan“Severance Law”) and/or any other applicable law.

Term and Termination. 4.01 9.1 This Agreement will be for shall become effective as of the date first written above and shall remain in force until the 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 term vote of one (1) year. This Agreement may be extended provided all terms and conditionsthe board of trustees of the Company, except including the vote of a majority of the Independent Trustees, cast at a meeting called for the contract period being extended, remain unchanged and in full force and effectspecific purpose of voting on the continuance of this Agreement. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure 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 Plan Administrator Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Managing Dealer or the Adviser. 9.2 Upon expiration or termination of this Agreement, the Company shall pay Administrative Charges to the Managing Dealer any remaining balance of the Variable Managing Dealer Fee not yet paid at such time and reimbursement for all accountable expenses incurred in accordance with this agreement prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORtermination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, 3.05 athe Managing Dealer shall be entitled only to its prorated Variable Managing Dealer Fee through such termination date, provided offset by any losses suffered by the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days Company or any officer or trustee of the original due date; or b. Immediately upon failure Company arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.2 herein. Upon termination, the 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 Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Plan Administrator Offering to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer a party designated by the sole provider of Administrative Services to the PlanCompany.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one 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 (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Plan Administrator to fund amounts due for payment Company and who have no direct or indirect financial interest in the operation of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the PlanManaging Dealer or the Advisor. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon termination of this Agreement, the 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 Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. 4.01 This (a) The term (“Term”) of this Agreement will be and of Executive’s employment hereunder shall commence as of June 1, 2009 and shall continue for a term period of one (1) yearyear thereafter unless earlier terminated as provided in Section 3(b) of this Agreement. This Agreement may The Term will automatically be extended provided all terms for an additional one-year period following the expiration of the Term and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any of any such extension of the Agreement requires Term thereafter (each extension of the mutual agreement in writing signed Term being an “Extension Term”) without further action by both parties. Refusal the Executive or Company unless written notice not to renew is given to the other, by either party to exercise this Option to Extend shall require this contract to expire on the original Company or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) Executive, not less than 90-days prior to the end expiration of the Plan Year; b. Except 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 terminate upon Executive’s death. This Agreement and Executive’s employment hereunder may also be terminated (i) upon mutual agreement of Executive and the Company; (ii) unilaterally by the Company, upon written notice to Executive, for Good Cause (as defined in Section 4.033(c) below); (iii) unilaterally by the Company, belowupon 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 HEBP reason of a physical or mental illness or condition with or without reasonable accommodation, for causea continuous period of one hundred eighty (180) consecutive days, upon ten as permitted by law and as certified by a physician or physicians selected by the Board. (10c) days prior written notice As used in this Agreement, “Good Cause” means: (pursuant to i) any act of fraud or dishonesty; (ii) any act of theft or embezzlement; (in) the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet breach of any material provision of its duties or obligations as this Agreement by Executive (provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR that such breach is not cured by Executive within thirty (30) days after of receiving written notice of such deficiency is given breach from the Company); (iv) violation of the policies and procedures of the Company or the Subsidiary (v) failure to Plan Administrator comply with the written directions of the Board; (vi) engaging in any unlawful harassment or discrimination; (vii) the conviction of Executive of any crime involving moral turpitude (whether felony or misdemeanor) or involving any felony; (viii) any act of moral turpitude by HEBP in writing; c. By Plan Administrator for causeExecutive that materially adversely affects the Company, upon ten the Subsidiary or any Other Affiliates and any of their business reputations; (10ix) days prior 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 (pursuant to SECTION VIII MISCELLANEOUS PROVISIONSxi) any other matter constituting “good cause” under the laws (including inter alia, Notices and Satisfaction subsectionstatutes, regulations or judicial case law) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions State of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanGeorgia.

Term and Termination. 4.01 This Agreement will be 9.1. The Contract shall commence on the Commencement Date and shall continue until the expiry of the Term, or the expiry of any extension of any Term, unless otherwise terminated in accordance with the terms of the Contract. 9.2. After the expiry of the initial Term, the Contract shall automatically renew for a term of successive one (1) year. This Agreement may be extended year terms with each such one (1) year renewal extending the Term for such period unless written notice not to automatically renew is provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty ninety (3090) days prior to the end expiry of the Plan Year; b. Except as current Term and where such notice is provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in Contract shall expire on the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPnext renewal date. 4.03 HEBP 9.3. SoftCo shall have the right without prejudice to any other remedies, at any time by giving notice in writing to the Customer to terminate this Agreementforthwith the Contract including the Licence, where Customer fails to pay the undisputed Price or any element of it, or any other undisputed cost or charge under any collateral or related agreement with SoftCo or any of its subsidiaries for any Product or Services, on the due date of payment and any such termination shall be deemed to be a termination by the Customer and a repudiation of the Contract as if the Customer had sought to voluntarily so terminate. 9.4. Either party may, by providing written notice, terminate the Contract: a. Upon failure 9.4.1. where the other party commits any breach of any material term or condition of the Plan Administrator Contract provided that if the breach in question is one which the Defaulting Party can effectively remedy then the said notice of termination shall not be effective to terminate the Contract unless the Defaulting Party fails within twenty (20) days of the date of such notice effectively to remedy the breach complained of; or 9.4.2. where the other party ceases to carry on business or a substantial part thereof, enters into liquidation whether compulsory or voluntary other than for the purpose of amalgamation or reconstruction or compounds with its creditors generally or has an examiner or administrator appointed or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay Administrative Charges its debts as they fall due. 9.5. On expiry or termination for any reason: 9.5.1. all rights and all Licences granted to the Customer under the Contract shall cease and be withdrawn; 9.5.2. the Customer shall cease all activities authorised by the Licence and cease any use of the Software; 9.5.3. SoftCo shall delete any Customer data held by SoftCo and, if requested, certify to Customer that it has done so; 9.5.4. the Customer waives any entitlement to any re-payment of any of the Price already paid and will remain liable for any unpaid portion of the Price except where termination is as a result of a breach by SoftCo; 9.5.5. the Customer shall immediately pay to SoftCo any sums due to SoftCo under the Contract including all sums due for any agreed Services for the remainder of the Term; 9.5.6. the Customer shall immediately destroy all copies of the Software then in its possession, custody or control and certify to SoftCo that it has done so in SoftCo’s required certification format; 9.5.7. the Customer shall allow SoftCo conduct a termination audit (in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORClause 7) and for the avoidance of doubt such right of audit shall continue as a right of SoftCo and an obligation on the Customer post any termination or expiry provided it is exercised within twelve (12) months of such expiry or termination; and 9.5.8. all Products or Services which are requested post termination may be provided at SoftCo’s sole discretion, 3.05 a, on an interim or ad hoc basis and if so supplied all such Products or Services provided for any interim period on an ad hoc basis shall be provided on SoftCo’s then prevailing rates and subject to the Agreement provisions of SoftCo’s then standard terms but may be terminated only if by SoftCo at any time. 9.6. Where the Plan Administrator fails Customer seeks to voluntarily terminate the Contract prior to the expiry of the Term, it shall be entitled to do so provided it pays, immediately prior to any such termination, the Termination Amounts and the Customer acknowledges and accepts, in particular, the obligation to pay all amounts due within 30 days of as are provided for in the Termination Amounts having regard to the original due date; or b. Immediately agreed full Term, upon failure of which the Plan Administrator to fund amounts due for Price and each payment of claims in accordance with Addendum A: Transfer Payment over the Term was calculated and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planbased.

Term and Termination. 4.01 This Agreement will be for a 3.1 The term of this Agreement commences as of the consummation of the Agreement and shall continue for one (1) year. This years unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, this Agreement may be extended provided all terms and conditionsshall thereupon terminate, except for that the contract period being extended, remain unchanged Company shall pay to Lender any accrued and in full force and effect. Any extension unpaid fee due Lender pursuant to Section 2.1 hereof as well as a pro rata allocation of the Agreement requires shares of the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire Restricted Stock under Section 2.2 based on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end days of any Plan Year following written notice to the other party given at least thirty (30) days service prior to the end 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 Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, right to terminate this Agreement upon ten (10) days prior 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 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 requirements shares of the Restricted Stock under Section 2.2 based on the days of service prior to the cessation of Executive’s services in SECTION VIII - MISCELLANEOUS PROVISIONSconjunction with the Vesting Schedule, Notices and Satisfaction subsection)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 Plan Administrator fails to meet any Executive commits such acts of its 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 as provided of Executive and the Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within equity, or under this Agreement. 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. The 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 by Executive upon not less than ninety (90) days written notice by Executive to the Board. With the exception of the covenants included in section 4 below, upon such termination the obligations of Executive and the Company under this Agreement shall 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. 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 after written notice by Company to Executive. With the exception of such deficiency is given to Plan Administrator by HEBP the covenants included in writing; c. By Plan Administrator for causesection 4 below, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices such termination the obligations of Executive and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in Company under this Agreement shall immediately cease. In the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP termination pursuant to this section, Executive shall have the right be entitled to terminate this Agreement: a. Upon failure receive any accrued and unpaid amounts earned pursuant to Section 2.1 hereof as well as a pro rata allocation of the Plan Administrator shares of Restricted Stock under Section 2.2 based on the days of service prior to pay Administrative Charges the termination in accordance conjunction with the provisions Vesting Schedule, and all previously accrued but unpaid expense reimbursements at the time of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plantermination.

Term and Termination. 4.01 This Agreement will be for a a. The term of one this agreement shall be three (13) yearyears. This Agreement may 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 extended provided all 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, except for conditions no less favorable than the contract period being extended, remain unchanged terms and conditions in full force and effect. Any extension effect at the date of this Agreement. (ii) the voluntary resignation of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year incrementsEmployee. 4.02 This Agreement may be 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 as follows: a. By either party at pursuant to paragraph 3(a) or 3(b), then the end of Company will have no obligation to pay any Plan Year following written notice amount to the employee other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (amounts earned or accrued pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsectionsalary provisions above. e. If this Agreement is terminated pursuant to paragraph 3(c), if Plan Administrator fails to meet any of its duties then the Company shall pay the Employee all amounts earned or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (accrued pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORparagraphs 2(a) and 2(d) hereof, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days but which have not yet been paid as of the original due date; or b. Immediately upon failure date of the Plan Administrator termination of the Employee. In addition, the Company shall until three (3) months following the termination, pay the amount of salary that would be payable pursuant to fund amounts due for payment of claims paragraph 2(a) if Employee's employment had not been terminated. f. Unless otherwise terminated, this Agreement shall expire in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planthree years.

Term and Termination. 4.01 This a. The term of this Agreement will (the “Term”) shall be for a term the longer of one (1i) year. This Agreement may be extended provided all terms six (6) months from and conditions, except for after the contract period being extended, remain unchanged and in full force and effect. Any extension date first above written or (ii) the last to expire of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year incrementsAmended Warrants. 4.02 b. This Agreement may be terminated as follows: a. By either party by the Company at the end of any Plan Year following written notice to the other party given at least thirty (30) days time prior to the end acceptance by the Company of the Plan Year;Warrant Holders’ Acceptance and Exercise Documents by the Company (i) in the event that the Warrant Agent shall have failed to perform any of its material 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 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. b. Except 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 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 Warrant Agent Investors who exercised their Amended Warrants prior to the Company’s notice of termination to the Warrant Agent. d. Before any termination by Company under Section 4.037(b)(i) or (iii) shall become effective, below, by HEBP for cause, upon ten the Company shall give five (105) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any Warrant Agent of its duties intention to terminate the Agreement (the “Termination Notice”). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty their resulting adverse effect on the transactions contemplated hereby, are curable, then the Warrant Agent shall have three (303) days after notice from the Termination Notice within which to remove such grounds or to eliminate all of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for causetheir material adverse effects on the transactions contemplated hereby; otherwise, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planshall terminate.

Term and Termination. 4.01 7.1 This Agreement will shall be for effective beginning on the date hereof and continuing until the last day of Director’s current term as a term director of one (1) yearthe Corporation, unless earlier terminated as provided in this Section. This Agreement may be extended provided all terms and conditions, except shall automatically renew upon the date of Director’s reelection as a director of the Corporation. 7.2 The term of service as a Director under this Agreement shall begin upon the Effective Date of this Agreement. The Bylaws of the Corporation provide for staggered voting for the contract period being extendedBoard of Directors. For purposes of staggered voting, remain unchanged the Board is divided into three Classes. The Director will be appointed as a Class II Director and in full force and effect. Any extension the 2-year term of the Agreement requires director’s service shall continue until the mutual agreement Corporation’s 2021 fiscal year Annual Meeting of Shareholders as specified in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end bylaws of the Plan Year; b. Except Corporation, unless earlier terminated as provided in Section 4.03this Section. Thereafter, belowat the fiscal year 2021 Annual Meeting of Shareholders and subsequent Annual Shareholder’s Meetings, the Director may 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 HEBP for operation of law. 7.4 Director may be removed from the Board or any Committee, with or without cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions Charter and Bylaws of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORthe Corporation. 7.5 This Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. For purposes of this Section, 3.05 a“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 any termination of this Agreement, provided Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be terminated only necessary to fulfill any outstanding obligations hereunder. Director agrees that the Corporation has the right of injunctive relief to enforce this provision. 7.7 Upon termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if the Plan Administrator fails to pay all amounts due within 30 days any, as of the original due date; or b. Immediately date of termination, upon failure receipt of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planreasonable documentation.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one 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 (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of Agreement on 60 days’ written notice or immediately upon notice to the Plan Administrator other party in the event that such other party shall have failed to pay Administrative Charges in accordance comply with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the any material provision hereof. The Agreement also may be terminated only if at any time, without the Plan Administrator fails to pay all amounts due within 30 days payment of any penalty, by vote of a majority of the original due date; or b. Immediately upon failure Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Plan Administrator to fund amounts due for payment Company and who have no direct or indirect financial interest in the operation of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediatelythe Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, if HEBP is no longer the sole provider of Administrative Services on not more than 60 days’ written notice to the PlanManaging 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 Managing Dealer all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the 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 Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein, and (b) the 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 Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Servicing Plan (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure 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 Plan Administrator Fund’s 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 or by vote a majority of the outstanding voting securities of the Fund, on not more than 60 days’ written notice to the 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, the Fund shall pay Administrative Charges to the Managing Dealer any reimbursement for all accountable expenses incurred in accordance with this agreement prior to the provisions termination date and not yet paid at such time. Upon termination, the Managing Dealer shall promptly deliver to the Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days management of the original due date; or b. Immediately upon failure of Offering to a party designated by the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanFund.

Term and Termination. 4.01 (a) This Agreement will 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 for a term of one entitled to receive his Base Salary and his Target Bonus through the Expiration Date, payable in accordance with paragraph 3 above, (1y) year. This Agreement may be extended provided all terms stock options granted to Executive under the Stock Option Plan which are not vested at such time shall automatically, and conditionswithout further action, except for the contract period being extended, remain unchanged and in full force and effect. Any extension become vested as of the Agreement requires Termination Date and all such options (together with all of Executive's then vested stock options), shall remain exercisable until the mutual agreement in writing signed by both parties. Refusal by either party later to exercise this Option to Extend shall require this contract to expire on occur of (I) the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at Expiration Date and (II) the end expiration of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (such stock options pursuant to the requirements terms of 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 is terminated for any reason other than as described in SECTION VIII - MISCELLANEOUS PROVISIONSitem (i) above, Notices Executive shall be entitled to receive his Base Salary through the Termination Date. (iii) If a "change of control" of the Company occurs, then all stock options granted to Executive under the Stock Option Plan which are not vested at such time shall automatically, and Satisfaction subsectionwithout further action, become vested and all such options (together with all of Executive's then vested stock options), if Plan Administrator fails shall remain exercisable until the later to meet any occur of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the Expiration Date and the expiration of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (stock options pursuant to SECTION VIII MISCELLANEOUS PROVISIONSthe terms of the Stock Option Plan. For purposes hereof, Notices and Satisfaction subsectiona "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 HEBP, if HEBP fails to correct any deficiency in the performance of its duties other rights under this Agreement or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, otherwise in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPsuch termination. 4.03 HEBP (c) All of Executive's rights to fringe benefits shall cease upon the Termination Date. (d) For purposes of this Agreement, the following terms shall have the right to terminate this Agreementmeanings set forth below: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 9.1 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire starts on the original Effective Date and will continue until all licenses to the Solution expire or mutually agreed date. This extension period until this Agreement is terminated in accordance with its terms. 9.2 Either party shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right entitled to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 (a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due ) for any material breach not cured within 30 days following written notice of the original due datebreach; or b. Immediately (b) immediately upon failure written notice if the other party becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation or assignment for the benefit of its creditors. 9.3 DataRobot shall be entitled to immediately suspend or terminate this Agreement and/or Customer’s license to the Solution: (a) upon Customer’s breach of Section 3 (Restrictions on Use) and Section 4 (Viruses and Use of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial ResponsibilitiesSolution); or c. Immediately, (b) if HEBP it believes that it is no longer able to continue to operate its business or the sole provider Solution in the country where Customer is using the Solution. 9.4 Except as otherwise set out in this Agreement, this Agreement and the applicable Order are non-cancellable and all fees are non-refundable. 9.5 On termination or expiry of Administrative Services this Agreement for any reason: (a) this Section 9.5, Section 11 (Proprietary Rights), Section 12 (Customer Data), Section 13 (Confidentiality), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 18 (Entire Agreement) and Section 20 (General) will survive alongside any other clauses that are intended to survive termination or expiration or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement; (b) all licenses granted under this Agreement will immediately terminate and Customer shall immediately cease use of the Solution; (c) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the Planother party; (d) DataRobot may destroy or otherwise dispose of any Customer Data in its possession unless DataRobot receives written notice requesting the return of the Customer Data no later than 10 days following the date of termination of this Agreement; and (e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination which existed at or before the date of termination will not be affected.

Term and Termination. 4.01 (A) This Agreement will shall be effective as of the date hereof. (B) This Agreement and the employment of the Executive hereunder shall be for an indefinite term, subject to termination in accordance with the terms of this Agreement. (C) This Agreement and the employment of the Executive may be terminated by Hub for any reason whatsoever upon prior written notice to the 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 term ratable portion, based on the days elapsed in the then current year to the effective date of one termination, of an amount equal to the most recent prior Bonus paid to the Executive; and (1c) year. This 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 damages, compensation or pay in lieu of notice; and provided further that in no event shall 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 may be extended terminated immediately by Hub for Cause, without further obligation to the Executive, provided all that the Executive shall be entitled to receive an amount equal to the Basic Compensation and the Benefits to the date of termination. (E) Notwithstanding Section 5(B), this Agreement may be terminated by Hub due to the Disability of the Executive upon ninety (90) days’ written notice to the Executive, 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. (F) Notwithstanding Section 5(B), this Agreement 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 termination of this Agreement in accordance with the terms and conditionshereof, except for the contract period being extended, remain unchanged and provisions of Section 4 shall continue in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By by either party at the end of any Plan Year following written (a) immediately upon notice to the other party given at least thirty in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with or (30b) days prior on 60 days’ written 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 end Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential. The Dealer Manager shall use its best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Plan Year; b. Except as provided in Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 4.035 of this Agreement, belowincluding but not limited to any Distribution Fees, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails of that Section 5 at such times as such amounts become payable pursuant to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice the terms of such deficiency is given Section 5 without acceleration, offset by any losses suffered by the Company, any officer or director of the Company, any person or firm which has signed the Registration Statement or any person who controls the Company within the meaning of Section 15 of the Securities Act arising from the Dealer Manager’s breach of this Agreement or any other action by the Dealer Manager that would otherwise give rise to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in an indemnification claim against the performance Dealer Manager under Section 7.b. of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR; provided, 3.05 ahowever, provided the Agreement may be terminated only that if the Plan Administrator fails Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment any such compensation and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services reimbursements to the PlanDealer Manager.

Term and Termination. 4.01 This Agreement will be for a a. The initial term of one (1) year. This this Agreement may be extended provided all terms shall commence on the Effective Date and conditions, except for the contract period being extended, remain unchanged and shall continue in full force and effect. Any extension effect until such time as Participant is no longer eligible to receive the Services or until the Participant’s membership is terminated as provided in this Agreement or 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 requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments.effective at any time after IMLS has given notice to Participant of any such event 4.02 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 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 as follows: a. By either party at the end in accordance with Section 19.b of this Agreement until any Plan Year following written notice to the other party given at least thirty (30) days prior to the end hearing or appeal rights of the Plan Year; b. Except Participant, if any, have expired as provided in Section 4.039 of the Rules and Regulations. f. Upon termination of this Agreement, belowParticipant agrees to immediately destroy any printouts of the IMLS Database or Listing Content, by HEBP 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 causeany termination of this Agreement. g. Upon termination of this Agreement, upon ten (10) days prior written notice (all licenses granted and all services provided to Participant under this Agreement shall terminate. In addition, any and all rights granted to Affiliates to access or use the IMLS Database pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSRules and Regulations or separate agreement with IMLS shall automatically terminate , Notices and Satisfaction subsection), if Plan Administrator fails unless otherwise expressly provided with respect to meet any of its duties Subscribers or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPSales Licensees under an applicable Subscriber Agreement. 4.03 HEBP shall have h. If, for any reason, any Subscriber Agreement is terminated, Participant agrees to either assign all Participant’s Listings originated by the right terminated Subscriber or Sales Licensee to another of Participant’s Subscribers or Sales Licensees, or request that IMLS terminate this Agreement: a. Upon failure or change the status of Participant’s Listings originated by the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanSubscriber or Sales Licensee.

Term and Termination. 4.01 This Agreement will be for 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 term vote of one the board of trustees of the Fund, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Fund and who have no direct or indirect financial interest in the operation of the Fund’s Distribution and Servicing Plan (1the “Plan”) year. This Agreement may be extended provided all terms and conditionsor any agreements entered into in connection with the Plan (including this Agreement), except cast in person at a meeting called for the contract period being extended, remain unchanged and in full force and effectpurpose. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure 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 Plan Administrator Fund’s 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 or by vote a majority of the outstanding voting securities of the Fund, on not more than 60 days’ written notice to the 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, and except as set forth below, prior to the fifteen-month anniversary of the date hereof, the Fund shall pay Administrative Charges to the Managing Dealer any remaining balance of the Managing Dealer Fee not yet paid at such time and reimbursement for all accountable expenses incurred in accordance with this agreement prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORtermination date. In the event the Managing Dealer is terminated for failure to comply with the terms hereof or for any other “cause” event, 3.05 athe Managing Dealer shall be entitled only to its prorated Managing Dealer Fee through such termination date, provided offset by any losses suffered by the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days Fund or any officer or trustee of the original due date; or b. Immediately upon failure Fund arising from the Managing Dealer’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Managing Dealer under Section 4.b. herein. Upon termination, the Managing Dealer shall promptly deliver to the Fund all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Managing Dealer. Managing Dealer shall use its commercially reasonable efforts to cooperate with the Fund to accomplish an orderly transfer of management of the Plan Administrator Offering to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer a party designated by the sole provider of Administrative Services to the PlanFund.

Term and Termination. 4.01 This 3.1 The term of this Agreement will commences as of ______________, 200_ and shall continue until ______________, 200_ unless sooner terminated as herein provided. 3.2 If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall pay to the 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 amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and 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 a term period in excess of one 180 consecutive days during any consecutive twelve (112) year. This month period, then the Company, at its option, may terminate this Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to Executive (the other party given at least thirty (30“Disability Notice”) days delivered prior to the end date Executive resumes the rendering of services hereunder; provided, however, if requested by Executive (or a representative thereof) such termination shall not occur until after examination of Executive by a medical doctor (retained by the Company 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 Plan Year;continuing existence of such incapacitating illness or disability. Notwithstanding such termination, the Company (a) shall make a payment to Executive of a pro rata allocation of payments under Section 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 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 also pay to Executive all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay. b. Except as provided in Section 4.03, below3.4 The Company, by HEBP notice to Executive, may terminate this Agreement for causeCause. As used herein, upon ten “Cause” means (10a) days prior the refusal in bad faith by Executive to carry out specific written notice directions of the Board, (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30b) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of intentional fraud or misrepresentation dishonest action by Executive in his relations with the Company (“dishonest” for these purposes shall mean Executive’s knowingly making of a material fact misstatement to the Board for the purpose of obtaining direct personal benefit); or (c) the conviction of Executive of any crime involving an act of significant moral turpitude after appeal or the period for appeal has elapsed without an appeal being filed by MEMBER Executive. Notwithstanding the foregoing, no Cause for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) or HEBP. 4.03 HEBP (b) above, unless the Board shall have the right given written notice to terminate this Agreement: a. Upon failure of the Plan Administrator Executive (after five (5) days advance written notice to pay Administrative Charges in accordance Executive and a reasonable opportunity to Executive to present his views with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services respect to the Planexistence of Cause), specifying the 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 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. 4.01 5.1 This Agreement will shall be in effect for an undefined period of time commencing on the date set forth in Exhibit A (the "Commencement Date"), and shall continue until it is terminated pursuant to the terms set forth herein (the "Term"). 5.2 Either Party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason, by giving the other party a term prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to the Employee and to pay the Employee 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 one such prior notice. 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: (1i) year. This Agreement may the Employee shall not be extended provided all terms and conditions, except entitled to receive the Salary and/or any other benefit for the contract period being extendedpart of the 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 unchanged and in full force and effect. Any extension , 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 Agreement requires person who will assume the mutual agreement in writing signed by both parties. Refusal by either party 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 exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period term commencing following such termination, and such termination shall be effective as of the time of notice of the same. "Cause" means (a) a material breach of this Agreement (including its Exhibits) by the Employee and/or a breach of the Employee's undertakings under Exhibit B hereto; (b) any willful failure to perform any of the Company's reasonable instructions or any of the Employee's fundamental functions or duties hereunder; (c) the Employee's engagement in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice willful misconduct or acting in bad faith with respect to the other party given at least thirty Company, (30d) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation Employee's conviction of a material fact by MEMBER felony involving moral turpitude; or HEBP(e) any cause justifying termination or dismissal in circumstances in which the Company can deny the Employee severance payment under applicable law. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Plan.

Term and Termination. 4.01 This Agreement will be for a 10.01 The initial term of this Agreement shall be three (3) years from the date first referenced above and the appointment shall automatically be renewed for one (1) year. This Agreement may be extended provided all year successive terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension without further action of the Agreement requires the mutual agreement in writing signed by both parties. Refusal , unless written notice is provided by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) 90 days prior to the end of the Plan Year;initial or any subsequent period. The term of this appointment shall be governed in accordance with this paragraph, notwithstanding the cessation of active trading in the capital stock of any Fund. b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to 10.02 In the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet event that AST commits any continuing breach of its duties or material obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty under this Agreement, and such breach remains uncured for more than sixty (3060) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice by the Company (which notice shall explicitly reference this provision of the Agreement), the 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 VIII MISCELLANEOUS PROVISIONSSection 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, Notices and Satisfaction subsection) the Company shall be obligated to HEBPimmediately pay all amounts that would have otherwise accrued during the term of the Agreement pursuant to Section 3 above, if HEBP fails as well as the charges accruing pursuant to correct Section 10.05 below. 10.04 In the event that the Company commits any deficiency in the performance breach of its duties or material obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty to AST, including non-payment of any amount owing to AST, and such breach remains uncured for more than sixty (3060) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either partydays, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP AST shall have the right to terminate or suspend its services after written notice by AST (which notice shall explicitly reference this provision of the Agreement) to the Company. During such time as AST may suspend its services, AST shall have no obligation to act as sub-transfer agent and/or registrar on behalf of the Company, and shall not be deemed its agent for such purposes. 10.05 Should the Company elect not to renew this Agreement or otherwise terminate this Agreement: a. Upon failure of , AST shall be entitled to reasonable costs for records for delivery to its successor or to the Plan Administrator Company, and for forwarding and maintaining records with respect to pay Administrative Charges certificates received after such termination. AST will perform its services in accordance assisting with the provisions transfer of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims records in accordance with Addendum A: Transfer Payment a diligent and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planprofessional manner.

Term and Termination. 4.01 This Agreement will be for shall terminate upon the earliest to occur of (i) the Voting Trust ceasing to hold any Equity Interests (as a term result of one any Transfer completed in accordance with the terms of this Agreement), (1ii) year. This Agreement may be extended provided all terms the death of Dr. Kapoor, (iii) the written approval of such termination by each of Dr. Kapoor (or, if Dr. Kapoor is unable to act, Beneficiaries holding a majority of the Trust Units) and conditionsthe Company, (iv) the written notice of such termination by Dr. Kapoor, except for that, in the contract period being extendedcase of clause (iv), remain unchanged 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 full force connection with or related to the Indictment have been finally and effectfully discharged and Dr. Kapoor is not subject to any sanctions that limit or otherwise restrict ▇▇. Any extension ▇▇▇▇▇▇’▇ ability to vote his Common Stock and (C) any Company Corporate Integrity Agreement to which the Company was a party in connection with or related to the Indictment shall have expired, and (v) written notice from the Trustee to the Company and the Beneficiaries of termination, stating that the Company had failed to (x) pay any of the Trustee’s base compensation under this Agreement, (y) reimburse the Trustee for any of its reasonable and documented expenses pursuant to Section 7.04 of this Agreement requires or (z) indemnify the mutual agreement in writing signed by both partiesTrustee for any claim, damage, loss, liability, cost or expense pursuant to Section 7.02 of this Agreement, and the failure to pay, reimburse or indemnify, as applicable, was not cured within thirty days after the date upon which the Trustee delivered to the Company written notice of such nonpayment, failure to reimburse or failure to indemnify, as applicable, and the potential termination of this Agreement, except that, with respect to subclauses (y) and (z) of this clause (v), the Trustee shall not be entitled to deliver any such termination notice if there exists a bona fide dispute between the Trustee and the Company with respect to the need to reimburse or indemnify the Trustee, as applicable. Refusal by either party In the case of any termination under clause (i), (ii) or (iii) above, Company shall provide written notice of termination to exercise this Option the Trustee, which notice the Trustee shall be permitted to Extend conclusively rely upon. In the case of any termination under clause (iv) above, Dr. Kapoor shall require this contract provide written notice of the termination to expire the Trustee and simultaneously to the Company, which notice the Trustee shall be permitted to conclusively rely upon. In the case of clause (i), (ii) or (iii) above, the termination shall be effective on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at date of delivery of the end of any Plan Year following written notice to the other party given at least thirty Trustee. In the case of clause (30iv) above, the termination shall be effective 14 days prior following delivery of the notice to the Trustee and the Company. In the case of clause (v) above, the termination shall be effective on the date of delivery of the final termination notice to the Company. Prior to any termination under this Section 8.03, all fees and expenses payable to the Trustee through the end of the Plan Year; b. Except as provided fiscal quarter in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant which such termination is to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP occur shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges been paid in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planfull.

Term and Termination. 4.01 This (a) Unless terminated earlier pursuant to paragraph 7(b) below, this Agreement will shall be in effect for a an initial term of one four years beginning on the effective date hereof (1) yearthe "INITIAL TERM"). This Agreement may be extended provided all renewed for successive renewal terms and conditions, except lasting for one year (the contract period being extended, remain unchanged and in full force and effect. Any extension "RENEWAL TERMS") upon mutual written agreement of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party The Initial Term and any subsequent Renewal Terms are collectively referred to exercise this Option to Extend shall require this contract to expire on as the original or mutually agreed date. This extension period shall be in one year increments"TERM." 4.02 (b) This Agreement and Employee's employment by the Company may be terminated before the expiration of any Term as follows: a. (i) By either party at the end Company in the event: (1) Employee commits a material breach of any Plan Year following written notice this Agreement where such breach, if curable, is not remedied to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR Company's reasonable satisfaction within thirty (30) days after written notice to Employee (and termination shall be effective as of the end of such deficiency 30-day period); or (2) Employee is given convicted for committing an act of fraud, embezzlement, theft or another act constituting a felony (and termination shall be effective upon written notice to Plan Administrator Employee); or (3) Employee dies or becomes mentally or physically disabled such that the Employee cannot, in the opinion of an independent physician selected by HEBP the Company, perform the Employment Services (with reasonable accommodation to the extent required by law) for a period of 12 months (and termination shall be effective on the date Employee dies or upon written notice the Company has determined he is disabled under the foregoing criteria); in writing;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 or his beneficiary to exercise vested options to acquire Company stock in accordance with and subject to the Award Agreement. c. (ii) By Plan Administrator for causethe 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, upon ten if curable, are not remedied to the Company's reasonable satisfaction within forty-five (1045) days after specific written notice thereof has been delivered to the Employee (and termination shall be effective as of the end of such 45-day 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 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 (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in termination shall be effective as of the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice end of such deficiency is given 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 HEBP by Plan Administrator in writing; d. By both parties on any be paid through the effective date mutually agreed to in writing; or e. By either party, in of termination but the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP Company shall have the right to terminate no other obligations under this Agreement: a. Upon failure Agreement as of the Plan Administrator effective date of the termination, and (B) the Company shall permit the Employee to pay Administrative Charges 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 as set forth in paragraphs 5 and 6 hereof and the Confidentiality Agreement, shall survive termination; and the representations and warranties, including without limitation the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORparagraph hereof, 3.05 ashall survive termination. Upon termination, provided and in any case upon the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. ImmediatelyCompany's request, if HEBP is no longer the sole provider of Administrative Services Employee shall return immediately to the PlanCompany all Confidential Information and copies thereof and not retain any copies thereof.

Term and Termination. 4.01 This 8.1 Unless earlier terminated as hereinafter provided, this Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except shall extend for the contract period being extendedlife of the last to expire patent issued on the Subject Technology and shall then expire automatically, remain unchanged and or if no patent issues on the Subject Technology, this Agreement shall continue in full force and effect. Any extension effect for a period of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant years from the first commercial sale of Licensed Products by LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free license to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails Subject Technology. 8.2 In the event of default or failure by LICENSEE to meet perform any of its duties the terms, covenants or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within provisions of this Agreement, LICENSEE shall have thirty (30) days after the giving of written notice of such deficiency is given to Plan Administrator default by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails ▇▇▇▇▇▇ 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 deficiency 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 in the performance event that LICENSEE shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its duties business or obligations as provided (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of thirty (30) days after 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 of the receipt by LICENSEE of notice of such deficiency is given termination, LICENSEE shall immediately cease using any of the Subject Technology and return all copies of the same to HEBP by Plan Administrator in writing; d. By both parties on ▇▇▇▇▇▇ ENTERPRISES; provided, however, that LICENSEE may dispose of any date mutually agreed to in writing; or e. By either party, Licensed Products actually in the event possession of fraud or misrepresentation LICENSEE prior to the Agreement Date of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right termination, subject to terminate this Agreement: a. Upon failure of the Plan Administrator LICENSEE's paying to pay Administrative Charges ▇▇▇▇▇▇ ENTERPRISES running royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with the provisions terms of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided this Agreement. 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services other Party accruing at or prior to the Plantime of such termination. The obligations of Sections 5 and 13 shall survive termination of this Agreement.

Term and Termination. 4.01 This A. The Initial Term of this Agreement will be shall commence on December 12, 2001 and it shall continue in effect for a term period of one Three (13) yearyears. Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company. This Agreement and Executive's employment may be extended terminated at Company's discretion during the Initial Term, provided all terms and conditions, except that Company shall pay to Executive an amount equal to payment at Executive's base salary rate for the contract remaining period being extendedof Initial Term, remain unchanged and in plus an amount equal to Two-hundred percent (200%) of Executive's base salary, plus full force and effect. Any extension of medical coverage for 12 months following the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed effective termination date. In the event of such termination, Executive shall not be entitled to any incentive salary payment or any other compensation then in effect, prorated or otherwise. B. This extension period 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 one year incrementseffect, prorated or otherwise. 4.02 C. This Agreement may be terminated as follows: a. By either party by Executive at the end of any Plan Year following written notice to the other party given Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by 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 then applicable base salary rate to the end termination date included in Executive's original termination notice. D. In the event that Executive is in breach of 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 Plan Year; b. Except as provided Company, or is convicted of any criminal act or engages in Section 4.03any act of moral turpitude, below, by HEBP for cause, then Company may terminate this Agreement upon ten five (105) days prior written notice (to Executive. In event of termination of the agreement pursuant to this subsection, Executive shall be paid only at the requirements then applicable base salary rate up to and including the 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 SECTION VIII - MISCELLANEOUS PROVISIONSa merger, Notices and Satisfaction subsection), if Plan Administrator fails to meet or sells all or substantially any of its duties assets, this Agreement shall not be terminated and Company agrees to ensure that the transferee or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency surviving company is given to Plan Administrator bound by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the Planthis Agreement.

Term and Termination. 4.01 This 14.1 The term of this Agreement (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 on which this Agreement is terminated in accordance with the provisions of this Agreement. The Term of this Agreement will be automatically renew from year to year after the initial Term until December 31, 2099 provided the Distributor has commenced activities and continues activities in at least three (3) countries within the Territory on the basis that registrations and approvals for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension sale of the Agreement requires Products has been obtained by the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year incrementsCompany. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end 14.2 Each of the Plan Year; b. Except Distributor or the Company, as provided in Section 4.03the case may be, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have the right to terminate this AgreementAgreement upon the occurrence of any of the following events, such termination to be effective immediately upon 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. Upon (A) if a party is in default of any of the 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 if the default is the non- payment of any monetary 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 the Distributor under the North American Distribution Agreement or the failure of the Plan Administrator Distributor under the North American Distribution Agreement to pay Administrative Charges meet the minimum purchase requirements under the North America Distribution Agreement; and (ii) the Distributor has failed to purchase in accordance with aggregate the provisions volumes of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided Products under this Agreement and the North America Distribution Agreement may be terminated only which would meet or exceed the minimum volume requirements set forth in the North America Distribution Agreement; (C) if the Plan Administrator fails other party becomes bankrupt or insolvent, makes an assignment for the benefit of its creditors or attempts to pay all amounts due within 30 days avail itself of any applicable statute relating to insolvent debtors; (D) if the original due dateother 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 b. Immediately upon failure (E) if a receiver or other custodian (interim or permanent of any of the Plan Administrator 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 fund amounts due Section 14.4, upon termination of this Agreement for payment any reason whatsoever, the following shall apply: (A) those rights and obligations of claims each of the Company and the Distributor which are expressly stated to survive termination of this Agreement will survive termination and will continue in accordance with Addendum A: Transfer Payment full force and Other Financial Responsibilities; oreffect; c. Immediately, if HEBP is no longer (B) all rights and privileges granted by the sole provider of Administrative Services Company to the PlanDistributor 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 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 technical material given to the 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 Products; (E) the Distributor will retain in confidence all information regarding the business and property of the 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 termination of this Agreement. 14.4 In the event of termination of this Agreement 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. 4.01 (a) This Agreement will be for a term of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon date that is ten (10) days prior written notice years from the Grant Date (pursuant 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 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 requirements in SECTION VIII - MISCELLANEOUS PROVISIONSextent vested on the date of Participant's death, Notices and Satisfaction subsection)by Participant's Designated Beneficiary (or, if Plan Administrator fails none has been effectively designated, by his or her executor, administrator or person to meet whom his or her rights under the Option shall pass by will or by the laws of descent and distribution) at any time prior to the earlier of its duties or obligations (i) the date that is three months after death and (ii) the Expiration Date; and (iii) if Participant's engagement as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency a consultant is given to Plan Administrator terminated for any reason other than by HEBP in writing; c. By Plan Administrator the Company for cause, upon ten 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 (10i) days the date that is three months after the effective date of termination and (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 the extent vested on the date of disability, by Participant (or his or her legal representative) at any time prior written notice 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 VIII MISCELLANEOUS PROVISIONSSection 3(a), Notices but only to the extent that this Option had become exercisable for vested shares on the exercise date. Upon termination of Participant's engagement as a consultant by the Company for any reason, this Option shall expire immediately with respect to the 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 Satisfaction subsection(ii) the Expiration Date, all or part of this Option may be exercised (prior to HEBPthe Expiration Date) by the Participant's Designated Beneficiary (or, if HEBP fails none has been effectively designated, by his or her executor, administrator or person to correct any deficiency in whom his or her rights under the performance Option shall pass by will or by the laws of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPdescent and distribution). 4.03 HEBP (c) Nothing contained in this Agreement shall have limit or be deemed to limit the right Company's rights to terminate this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges in accordance with Participant's engagement as a consultant by the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanCompany.

Term and Termination. 4.01 4.1 This Agreement will 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 term further period of one (1) year. This Agreement may be extended provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires the mutual agreement in writing signed by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following written notice to the other party given at least thirty (30) days prior to the end of the Plan Year; b. Except as provided in Section 4.03, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection), if Plan Administrator fails to meet any of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice of such deficiency is given to Plan Administrator by HEBP in writing; c. By Plan Administrator for cause, upon ten (10) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed to in writingthree years; or e. By b) allow this Agreement to expire without renewal and dispose of the Gemini Facilities. 4.3 The first Assessment Point shall be within calendar year 2009. Subsequent Assessment Points shall be at 3-yearly intervals unless otherwise determined by unanimous agreement of the 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 any Party electing not to continue, the remaining Parties are able to operate only part of the Gemini Facilities, the Party electing not to continue shall share any costs or benefits arising from the partial closure of the Gemini Facilities in proportion to its contribution to Gemini The Party electing not 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 assets and liabilities of Gemini, and must agree to the proportions in which those assets, and the costs of operating the Gemini Telescopes, shall henceforth be apportioned between them. In consequence, the remaining Parties shall either party, in amend this Agreement or terminate this Agreement and replace it with a new agreement. 4.6 In the event of fraud or misrepresentation of a material fact by MEMBER or HEBP. 4.03 HEBP shall have that the right Parties agree to terminate this Agreement during Construction and Commissioning, or to close the Gemini Facilities, in whole or in part, during Operation, the Parties will share any costs and/or benefits arising from such termination or closure in proportion to their contribution to Gemini. 4.7 On expiry of this Agreement: a. Upon failure , the Parties shall agree on the manner in which the assets shall be disposed of. The costs or benefits arising from that disposal, including the net proceeds that may arise from any sale of assets, shall be divided between the Plan Administrator Parties in proportion to pay Administrative Charges in accordance with the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR, 3.05 a, provided the Agreement may be terminated only if the Plan Administrator fails their contribution to pay all amounts due within 30 days of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services to the PlanGemini.

Term and Termination. 4.01 (a) This Agreement will be for a term shall become effective on the date of one this Agreement and shall continue until the date (1the “Termination Date”) year. This Agreement may be extended provided that is the earliest of: (i) June 30, 2030; (ii) the date that all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. Any extension of the Agreement requires Conveyances have been terminated or are no longer held by the mutual agreement in writing signed Trust; (iii) the date that either the Company or the Trustee may designate by both parties. Refusal by either party to exercise this Option to Extend shall require this contract to expire on the original or mutually agreed date. This extension period shall be in one year increments. 4.02 This Agreement may be terminated as follows: a. By either party at the end of any Plan Year following delivering a written notice to the other party given at least thirty (30) no less than 90 days prior to such date, provided that the end Company’s drilling obligations under the 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 Company’s transfer of some or all of the Plan Year; b. Except Subject Interests, as provided defined in Section 4.03the Conveyances, below, by HEBP for cause, upon ten (10) days prior written notice (pursuant and then only with respect to the requirements in SECTION VIII - MISCELLANEOUS PROVISIONSServices to be provided with respect to the Subject Interests being transferred, Notices and Satisfaction subsection), if Plan Administrator fails only upon the delivery to meet any the Trustee of its duties or obligations as provided in SECTION III - DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR within thirty (30) days after notice an agreement of the transferee of such deficiency is given Subject Interests reasonably satisfactory to Plan Administrator by HEBP the Trustee in writing;which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and c. By Plan Administrator for cause, upon ten (10iv) days prior written notice (pursuant to SECTION VIII MISCELLANEOUS PROVISIONS, Notices and Satisfaction subsection) to HEBP, if HEBP fails to correct any deficiency in the performance of its duties or obligations date as provided in SECTION II DUTIES AND RESPONSIBILITIES OF HEBP within thirty (30) days after notice of such deficiency is given to HEBP by Plan Administrator in writing; d. By both parties on any date mutually agreed by the parties to in writing; or e. By either party, in the event of fraud or misrepresentation of a material fact by MEMBER or HEBPthis Agreement. 4.03 HEBP shall have the right to terminate (b) Upon termination of this Agreement: a. Upon failure of the Plan Administrator to pay Administrative Charges Agreement in accordance with this Section 5.01, all rights and obligations under this Agreement shall cease except for (i) obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to the provisions of SECTION III- DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATORTermination Date, 3.05 a, provided including the Agreement may be terminated only if the Plan Administrator fails obligation to pay all any amounts that have become due within 30 days and payable prior to such Termination Date, and (iii) the obligation to pay any portion of the original due date; or b. Immediately upon failure of the Plan Administrator to fund amounts due for payment of claims in accordance with Addendum A: Transfer Payment and Other Financial Responsibilities; or c. Immediately, if HEBP is no longer the sole provider of Administrative Services Fee that has accrued prior to such Termination Date, even if such portion has not become due and payable at the Plantime of termination.