Common use of Term and Termination Clause in Contracts

Term and Termination. 9.1 This Agreement shall continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 14.1 This Agreement shall commence on the date hereof and shall continue in full force and effect until the Company is wound up or for a period of thirty four (36) months (“Initial Subscription Period”), unless otherwise ceases to exist terminated as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowprovided in this clause 14. 9.2 14.2 After the Initial Subscription Period, this Agreement shall automatically renew for a further 12 month period (the “Subscription Period”), unless either party notifies the other, in writing, at least three (3) calendar months before the end of the then current term. 14.3 Supplier may terminate this Agreement with immediate effect by giving written notice to Customer if: (a) Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) calendar days after being notified in writing to make such payment; and/or (b) there is a Change of Control of the Customer. 14.4 This Agreement shall terminate may also be terminated immediately by either party serving notice in relation writing on the other party: (a) an administrator, administrative receiver, receiver or manager, liquidator, provisional liquidator or similar officer is appointed in respect of the whole or any part of the other party’s assets (save for the purposes of a solvent reconstruction or amalgamation), and/or a winding up petition is issued against a party; or if a party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors; or the other party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due; or any event occurs, or proceeding is taken, with respect to the other party in any other jurisdiction that has an equivalent or similar effect to any Party after it ceases of the events mentioned in this clause above; or the other party suspends or ceases, or threatens to hold directly suspend or indirectly any Shares that such Party holds pursuant to cease, carrying on all or a substantial part of its business; (b) if the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in other party commits a material breach of the provisions any part of this Agreement, and if the Licence or breach is capable of remedy, that other party has failed to remedy within thirty (30) days after being notified in writing to do so; and (c) the Company’s Articles other party repeatedly breaches any of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination terms of this Agreement pursuant in such a manner as to Clause 9.2 above shall not release any Party from any liability, which at reasonably justify the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which opinion that its conduct is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection inconsistent with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 (a) This Agreement shall will become effective upon the date first set forth above, will continue in full force effect throughout the term of the Distribution Agreement, and effect until will terminate automatically upon any termination of the Company Distribution Agreement; provided, however, that, notwithstanding such termination of the Distribution Agreement, the Adviser will continue to pay to Distributor all fees to which Distributor is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds entitled pursuant to the Required Israeli Percentage and/or Distribution Agreement for services performed through such termination date and any other fees payable upon such termination. (b) This Agreement will terminate immediately and automatically in the Required Founders Percentageevent the Distributor is expelled as a member of the NASD, and the Adviser may terminate this Agreement immediately upon written notice in the event the Distributor's NASD membership is suspended. (c) In addition, either party may immediately terminate this Agreement if the provision of services having substantially the character, form and scope as applicablethose set forth hereunder becomes illegal or contrary to any applicable law, provided or if the service and payment model remaining substantially as reflected herein creates a substantial risk that such Party a violation could occur would be incurred. (d) In addition, either party may immediately terminate this Agreement if it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other party materially breaches this Agreement and the breach is not disposed of such Shares in breach remedied within 30 days after the party wishing to terminate gives the breaching party written notice of the provisions breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of this Agreement, the Licence criminal or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing unethical behavior in the immediately preceding sentence shall affect conduct of its business; or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”iii) shall, in addition, on demand by any other Party, indemnify the other Parties against any costparty makes an assignment for the benefit of its creditors, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party files a voluntary petition under any agreements with bankruptcy or insolvency law, becomes the Company’s lenders to which such Party subject of an involuntary petition under any bankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for the other party (including misrepresentations made by such Party in relation to information given by it)or its property.

Term and Termination. 9.1 (a) This Agreement will be for a term of 1 year from the date hereof; provided however, that this Agreement will be extended for successive one (1) year periods unless either party, by written notice to the other, shall continue give at least 180 days prior notice of its intention to terminate the Agreement at the end of the current contract year, in full force which case there shall be no automatic extension. Termination in accordance with this paragraph will be without penalty to either party. Both parties will remain responsible for their respective obligations with regard to actions, events, and effect until services received or rendered prior to the Company is wound up or otherwise date such termination becomes effective. (b) Either party shall have the right to immediately terminate this Agreement by giving the other written notice if (i) a person owning more than 50% of the voting shares of the other party ceases to exist as own more than 50% of the voting shares of the other party; (ii) the other party shall be wound up, go into liquidation, or for any other reason shall cease or threaten to cease to carry on its business or shall transfer its business; (iii) a separate entity decree or unless terminated earlier order by agreement between all a court or governmental agency or authority shall be entered for the Parties appointment of a conservator, receiver or pursuant liquidator for the other party in an insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or the other party shall consent to Clause 9.2 belowsuch appointment. Termination under this subparagraph shall be effective 270 days after Customer’s written notice to Service Provider, and upon 270 days after Service Provider’s written notice to Customer. 9.2 This Agreement shall terminate in relation to any Party after (c) If either party materially breaches the terms or duties imposed upon it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of by this Agreement, the Licence or non-breaching party may, at its option, give the Company’s Articles other party at least thirty (30) days written notice of Associationthe breach. For The notice shall specify the sake nature of claritythe breach. If, if and when at the end of the notice period, the breaching party has not remedied the breach then the Agreement may be terminated by the non-breaching party by notice given within 90 days after the expiration of the notice period specifying a termination date satisfactory to the non-breaching party, provided however, that any termination under this Agreement paragraph shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate not prejudice the rights of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereundereither party against the other. 9.3 Termination (d) In the event that any notice period or time period for termination of this Agreement pursuant to Clause 9.2 above under any subparagraph of this Paragraph 5 shall not release extend beyond the termination date or any Party from any liabilitysubsequent termination date described in Paragraph 5 (a), which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach date of this Agreement to will be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify later of the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)respective dates.

Term and Termination. 9.1 This Agreement 13.1 These terms shall, unless otherwise terminated as provided in this clause 13, continue for the Initial Subscription Term and, thereafter, these terms shall continue be automatically renewed for successive periods of 12 months (each a "Renewal Period") unless: 13.1.1 either party notifies the other party of termination, in full force and effect until writing, at least 30 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement any Renewal Period, in which case these terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 13.1.2 otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementthese terms and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term". 13.2 Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the Licence other party if: 13.2.1 the other party fails to pay any amount due under these terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; 13.2.2 the other party commits a material breach of any other terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 13.2.3 the other party repeatedly breaches any of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms; 13.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 13.2.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the Company’s Articles solvent reconstruction of Association. For the sake of claritythat other party; 13.2.6 a petition is filed, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereofa notice is given, Tapuza resolution is passed, or an affiliate of Eurocom that owns one Shareorder is made, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 13.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 13.2.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 13.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 13.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any default by part of the Indemnifying Party under other party's assets and such attachment or process is not discharged within 14 days; 13.2.11 any agreements event occurs, or proceeding is taken, with respect to the Company’s lenders other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.4 to clause 13.2.10 (inclusive); or 13.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or operations. 13.3 On termination of these terms for any reason: 13.3.1 all licences granted under these terms shall immediately terminate; 13.3.2 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 other party; 13.3.3 Derventio may destroy or otherwise dispose of any of the Client Data in its possession unless ▇▇▇▇▇▇▇▇▇ receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to you of the then most recent back-up of the Client Data. Derventio shall use commercially reasonable endeavours to deliver the back-up to you within 30 days of its receipt of such Party is a party written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Derventio in returning or disposing of Client Data; and 13.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including misrepresentations made by such Party the right to claim damages in relation to information given by it)respect of any breach of these terms, which existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 9.1 10.1 This Agreement agreement shall come into effect on the execution of this agreement and, subject to clauses 10.2 and 10.4, shall continue in full force and effect until terminated by either party in accordance with clauses 10.2, 10.3 or 10.4. 10.2 Rhinopharma may, at any time, terminate this agreement in its entirety by providing ninety (90) days written notice to Vernalis. 10.3 Vernalis may terminate this agreement in accordance with clause 9.2(b). 10.4 Each party shall have the Company right, without prejudice to its other rights or remedies, to terminate this agreement immediately by written notice to the other: (a) if the other party is wound in material or persistent breach of any of its obligations under this agreement and, in the case of any material breach, either that breach is incapable of remedy or the other party shall have failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach; (b) if the other party being a company is unable to pay its debts or becomes insolvent or an order or an application is made or a resolution passed for the administration, winding-up or dissolution of the other party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any of the assets of the other party or an application or a filing for a moratorium is made in respect of the other party under Schedule A1 Insolvency Act 1986 or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction; or (c) if the other party being an individual is unable to pay his or her debts as they fall due or becomes insolvent or an order or an application is made for his or her bankruptcy or an application for an interim order is made in respect of the other party or the other party [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. enters into or proposes any composition or arrangement with his or her creditors or if the other party dies or anything analogous to the foregoing occurs in any applicable jurisdiction. 10.5 If any of Rhinopharma’s Affiliates ceases to exist as a separate entity or unless terminated earlier by be an Affiliate of Rhinopharma then that Affiliate’s rights under this agreement between all the Parties or pursuant to Clause 9.2 belowshall automatically terminate. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions 10.6 Any termination of this Agreementagreement shall not affect any accrued rights or liabilities of either party, nor shall it affect the Licence coming into force or the Company’s Articles continuance in force of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination any provision of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom agreement which is incurred either before expressly or by implication intended to come into force or continue in force on or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 ‌ 15.1 This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue in full force and effect until for the Company is wound up or otherwise ceases to exist as a separate entity or period of 12 months (the "Initial Subscription Term") unless terminated earlier by agreement between all in accordance with its terms. Upon expiry of the Parties Initial Subscription Term, this Agreement shall be automatically renewed for successive terms of 12 months (each a "Renewal Period"), unless:‌ (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or pursuant to Clause 9.2 below. 9.2 This any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term". 15.2 Without affecting any other right or remedy available to it, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when Supplier may terminate this Agreement shall terminate with immediate effect by giving written notice to the other party if: (a) the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in relation default not less than 30 days after being notified in writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate make such payment; (b) the Customer commits a material breach of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination any other term of this Agreement pursuant which breach is irremediable or (if such breach is remediable) fails to Clause 9.2 above shall not release remedy that breach within a period of 30 days after being notified in writing to do so; or (c) the Customer repeatedly breaches any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach terms of this Agreement in such a manner as to be compensated for any loss, injury reasonably justify the opinion that its conduct is inconsistent with it having the intention or damages resulting therefrom which is incurred either before or after such termination. Each Party (ability to give effect to the “Indemnifying Party”) shall, in addition, on demand by terms of this Agreement. 15.3 Without affecting any other Partyright or remedy available to it, indemnify either party may terminate this Agreement with immediate effect by giving written notice to the other Parties against any costparty if: (a) the other party suspends, lossor threatens to suspend, liabilitypayment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, claim, action, demand as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or expense which 123(2) of the Company Insolvency ▇▇▇ ▇▇▇▇;‌ (b) the other party commences negotiations with all or any such Parties incur or which is made against class of its creditors with a view to rescheduling any of them arising out its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or in relation to more other companies or the solvent reconstruction of that other party; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (e) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;‌ (g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any default part of the other party's assets and such attachment or process is not discharged within 14 days; (h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3(a) to clause 15.3(f) (inclusive); or (i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 15.4 On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services; (b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy, delete or otherwise dispose of any of the Customer Data in its possession, unless the Supplier receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Indemnifying Party under Supplier in returning or disposing of Customer Data; and (d) any agreements with rights, remedies, obligations or liabilities of the Company’s lenders parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which such Party is a party (including misrepresentations made by such Party in relation to information given by it)existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 9.1 This Agreement shall continue 14.1 You may use the Software for the Licence Period. You will not be allowed to use the Software after the Licence Period ends unless we extend your right to use it. The way we extend your right to use the Software will depend on the Software you are using. We (or your supplier) will tell you how to extend your right to use the Software in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 beloweach case. 9.2 This 14.2 You may end this Agreement shall at any time by writing to tell us and once acknowledged by us, the Agreement may end. Such termination will mean all sums owed to us become immediately due and you will not be entitled to any refund. If you are paying for technical support or any other service from us and you want to end that service, you should read the terms for that support or service to find out how to stop that particular service. 14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement immediately without liability to the other if: 14.3.1 the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or 14.3.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to any Party after it ceases the other party; or 14.3.3 an order is made for the appointment of an administrator to hold directly or indirectly any Shares that such Party holds pursuant to manage the Required Israeli Percentage and/or the Required Founders Percentageaffairs, as applicable, provided that such Party has not disposed of such Shares in breach business and property of the provisions other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or 14.3.4 a receiver is appointed over any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or 14.3.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or 14.3.6 the other party ceases, or threatens to cease, to trade; or 14.3.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.4 If you have purchased a licence to use the Software for a specified period of time, rather than a perpetual licence period, we may end this Agreement by giving you thirty days written notice at any time. If we do, we will refund an amount being the proportion of the unexpired period of the term of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 7.1. This Agreement shall take effect from the Commencement Date and shall continue until completion of the Services along with full payment of Charges. 7.2. Either party may terminate this Agreement by written notice to the other with immediate effect: (a) in the event that the other party has a receiver or administrative receiver appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if that other party shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order or shall cease to carry on business, or anything analogous in any jurisdiction in which that other party is located; (b) if the other party is in material breach of this Agreement and the breach is not capable of remedy; (c) if the other party is in material breach of this Agreement and the breach is capable of remedy and the breaching party shall have failed to remedy the breach within thirty (30) days of written notice from non- breaching party specifying the breach and requiring its remedy; 7.3. Upon termination or expiry of this Agreement: (a) all rights and obligations of the parties under this Agreement shall automatically terminate except: i. for such rights of action as shall have accrued prior to such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination; ii. that, in the event that this Agreement has been terminated by notice given by ITHQ pursuant to Clause 7.1, ITHQ shall, at the request of Client, complete any work to be performed under any existing Statement of Work and to that extent and for that purpose the provisions of this Agreement shall continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowServices under such Statement of Work has been completed. 9.2 This Agreement (b) Client shall terminate in relation pay ITHQ for all unpaid fees and reimbursable expenses accrued up to the date of termination; (c) Both parties shall return or destroy (at the other’s option) and without taking copies, all information, analyses, compilations, notes, slides, memoranda or other documents prepared by or for that party or any Party after it ceases of that party’s professional advisers to hold directly or indirectly any Shares the extent that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach items derive from or contain Confidential Information of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).party;

Term and Termination. 9.1 This 12.1 The Term of this Agreement shall continue commence on the Effective Date and, unless earlier terminated as set forth in full force this Agreement, shall terminate six (6) months after the separation process is operating in the amounts set forth in Schedule C (the “Initial Termination Date”) and effect until will be extended automatically for successive one-year periods unless CUSTOMER or Fermic gives three (3) month prior written notice of termination to the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowother Party. 9.2 This 12.2 If Fermic is unable to manufacture Product at the Facility for any reason, including force majeure, for a period of more than three (3) months, and Fermic has not thereafter resumed manufacture of Product under this Agreement, CUSTOMER may terminate this Agreement, whereupon neither Party shall have any further obligation to the other except payment for amounts due the other as of the date of termination and obligations under those Articles and Sections of the Agreement that specifically survive its termination or expiration. 12.3 Either Party shall have the right (but not the obligation), by giving written notice to the other, to terminate this Agreement upon the happening of any of the following events: 12.3.1 The other Party defaults in relation the performance or observance of any agreement contained in this Agreement and such default is not cured within 60 days of notice thereof from the non-defaulting Party. 12.3.2 The other Party admits in writing its inability to pay its debts generally as they become due; files or consents to the filing against it of a petition under bankruptcy or any insolvency or similar law; appoints or consents to the appointment of a receiver of itself of all or a substantial part of its property; becomes subject to a court order under which all or a substantial part of its property is under the control and custody of a court; is subject to an involuntary filing against it of a petition under bankruptcy or other insolvency law; or is in a circumstance substantially similar in character to any of the above. 12.4 Notwithstanding anything else herein, the CUSTOMER shall have the right to immediately terminate this Agreement, without incurring any liability to Fermic, if, at CUSTOMER’S sole discretion, the CUSTOMER feels that the health and/or safety of its employees or contractors could be jeopardized in connection with travelling to or visiting the Facility. 12.5 Upon termination of this Agreement for any reason, each Party after it ceases to hold directly shall, upon request, promptly return or indirectly destroy all Proprietary Information of the other. Without limiting the foregoing, Fermic, at the Customer’s sole option, shall return or destroy any Shares that such Microorganism. Each Party holds pursuant shall certify in writing to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided other that such Party it has not disposed of such Shares in breach of the provisions fully complied with this Section 12.5. 12.6 The following Articles and Sections shall survive termination or expiration of this Agreement: Article VIII (Confidentiality), the Licence Article IX (Infringement Indemnity; Article X (Warranty; Warranty Disclaimer); Article XI (Taxes); Section 12.5 (return or the Company’s Articles destruction of Association. For the sake of clarity, if Proprietary Information); Section 16.3 (independent contractor relationship); Section 16.6 (governing law); and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party Section 16.7 (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by itdispute resolution).

Term and Termination. 9.1 (a) This Agreement shall continue commence on the Effective Date and end, with respect to each Service, at the time set forth with respect to such Service on Appendix A or such shorter term if earlier terminated pursuant to the terms of this Agreement (subject to a Service Provider’s obligations with respect to any particular task as described in full force and effect until Section 2.1(c)). (b) Notwithstanding the Company is wound up or otherwise ceases to exist term for providing any Service as a separate entity or unless set forth on Appendix A, this Agreement may be terminated earlier by agreement between all the Parties Sellers or CPI if the Purchaser or any of its Purchaser Designees is in material breach of the terms of this Agreement and the Purchaser fails to cure such breach within [REDACTED – commercially sensitive information] days of the Sellers or CPI (as applicable) delivering a written notice of such breach to the Purchaser. (c) Notwithstanding the term for providing any Service as set forth on Appendix A, this Agreement may be terminated earlier by the Purchaser if the Sellers or CPI are in material breach of the terms of this Agreement and the Sellers or CPI fail to cure such breach within [REDACTED – commercially sensitive information] days of the Purchaser delivering a written notice of such breach to the Sellers or CPI. (d) With respect to any Service: (i) Purchaser may terminate such Service, in whole but not in part with respect to such Service, for any reason or no reason upon providing at least [REDACTED – commercially sensitive information]days’ prior, written notice to the applicable Service Provider, subject to the obligation to pay any applicable termination charges pursuant to Clause 9.2 below.Section 5.2; and 9.2 This Agreement shall (ii) Purchaser and the applicable Service Provider may terminate such Service, in relation whole but not in part with respect to such Service: (A) at any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant time upon prior, written notice to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that other Party if such Party has not disposed failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist [REDACTED – commercially sensitive information] days after receipt by the other Party of a written notice of such Shares in breach failure from Purchaser or the applicable Service Provider or (B) immediately upon the other Party’s receipt of written notice from Purchaser or the applicable Service Provider, if the continued performance of such Service would be a violation of any applicable Law. (e) The Parties agree that the provisions of this Agreement, Section 5.1 are subject to the Licence provisions of Section 5.4 (Force Majeure) and that a good faith dispute between or among the Company’s Articles Parties with respect to the provision of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above Services or payment therefor shall not release any Party from any liabilitybe deemed a material breach or a failure to perform a material obligation as contemplated by Section 5.1(b), which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”Section 5.1(c) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by itand Section 5.1(d).

Term and Termination. 9.1 This 11.1 The term of this Agreement shall be effective as of the date the applicable Customer’s representative checked the “I Accept” as described on above (the “Effective Date”), and shall continue in with full force and effect until the Company later of delivery of the applicable Survey Materials, completion of any applicable services and delivery of any other information as set forth in the Quotation, unless the Agreement is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all in accordance with the Parties or pursuant to Clause 9.2 belowprovisions of this article (the “Term”). 9.2 This 11.2 In the case the Customer is located in the Province of Ontario, IQMH may immediately terminate the Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant for convenience and without liability to the Required Israeli Percentage and/or Customer, upon written notice, in the Required Founders Percentageevent the Ontario Ministry of Health terminates or reduces any funding to IQMH for the Proficiency Testing program in Ontario. 11.3 IQMH may terminate the Agreement for convenience and without liability to the Customer upon twelve (12) months written notice to the Customer. 11.4 Either Party may terminate this Agreement for cause and with immediate effect by written notice to the other Party in the event the other Party: (i) breaches the terms of Article 8 (Confidentiality and Personal Information) or Article 7 (Intellectual Property) or (ii) breaches any other Articles of this Agreement, as applicable, provided that such Party has not disposed of such Shares in including any breach of the provisions Agreement and such breach remains uncured for a period of f ifteen (15) days following the date of the Notice by the non-breaching Party; or (iii) in the case of bankruptcy or insolvency proceedings are instituted by or against the other Party, or the other Party is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes any arrangements for the liquidation of its debts or a receiver or manager is appointed with respect to all or any part of the assets of the other Party. 11.5 Upon expiry or termination of this Agreement, the Licence Customer shall, and shall cause Customer Personnel, to cease using IQMH’s Confidential Information, Intellectual Property, and use of the Portal. The Customer shall immediately return to IQMH, or securely destroy, with certification thereof provided to IQMH, without any right of compensation or indemnity, all IQMH’s Confidential Information and Intellectual Property disclosed to or received by the Company’s Articles of AssociationCustomer or Customer Personnel, or to which the Customer, or Customer Personnel, has had access through the Portal, during the Term, including all copies, reproductions, and any part thereof. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderthe foregoing excludes any Customer Proficiency Testing Survey results. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This 13.1 The Agreement shall, unless otherwise terminated as provided in this condition 13.1, commence on the Effective Date and shall continue until: (a) either party notifies the other party by giving 60 days’ notice of termination, in full force and effect until writing, in which case the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate upon the expiry of the notice period; or (b) otherwise terminated in accordance with the provisions of these terms and conditions; and the period from and including the Effective Date until termination shall constitute the Term. 13.2 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of twenty days after being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to any Party after it ceases to hold directly a solvent restructuring), being wound up (whether voluntarily or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach by order of the provisions court, unless for the purpose of this Agreementa solvent restructuring), the Licence having a receiver appointed to any of its assets or the Company’s Articles of Association. For the sake of clarityceasing to carry on business or, if and when this Agreement shall terminate the step or action is taken in relation to Eurocom pursuant to this Clause 9.2 hereofanother jurisdiction, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any analogous procedure in the relevant jurisdiction; (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under these terms and conditions has been placed in jeopardy. 13.3 Without affecting any other right or remedy available to it, ▇▇▇▇▇▇▇▇ may terminate these terms and conditions with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default by not less than 30 days after being notified in writing to make such payment. 13.4 On termination of the Indemnifying Party Agreement for any reason: (a) all rights granted under the Agreement shall immediately terminate; (b) each party shall return and make no further use of any agreements with equipment, property and other items (and all copies of them) belonging to the Company’s lenders other party; (c) the Customer shall return to Tunstall and make no further use of the Software and the Documentation; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which such Party is a party (including misrepresentations made by such Party in relation to information given by it)existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 9.1 6.1 This Agreement shall continue become effective as of the Effective Date and, unless otherwise terminated as provided herein, shall remain in full force and effect until the Company is wound up or otherwise ceases to exist completion of Industrialisation as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowdescribed in Article 2 and more particularly set out in Exhibit 2, following which it shall expire automatically. 9.2 This 6.2 Each Party shall have the right at any time during the period of this Agreement shall by giving written notice to the other party to terminate this Agreement forthwith in relation any of the following events: 6.2.1 if the other Party enters into either administration, receivership or liquidation whether compulsory or voluntary otherwise than for the purposes of amalgamation or reconstruction or entering into a composition with its creditors or has a receiver appointed over all or the material part of its assets, provided and to any Party after it ceases to hold directly or indirectly any Shares the extent that such Party holds termination is permitted pursuant to the Required Israeli Percentage and/or applicable legislation in the Required Founders Percentagecountry of domicile of the relevant Party; 6.2.2 if a Party commits a breach of any Material Obligation which breach has not been cured within thirty (30) business days following receipt of notice in writing from the other Party detailing such breach (provided the breach is not the subject of a dispute being dealt with pursuant to Article 15.2.2) or if a Party is persistently in default of its other obligations having been repeatedly notified by the other Party of its breaches under this Agreement and such, when taken together, amount to a Material Obligation. 6.3 Should the Industrialisation be terminated during any Milestone then, in addition to any other rights UNILIFE may have under this Agreement or at law, SWIND shall make a pro rata payment to UNILIFE of the total sums due under Article 4.1 in respect of each uncompleted Milestone(s) where UNILIFE has commenced work or committed itself such that it has incurred its own irrecoverable liability. The pro rata payment shall be fairly determined taking into consideration the amount of work or resources committed including an assessment of the number of man hours worked or set aside for the Industrialisation and any stranded costs of UNILIFE. 6.4 If for technical or scientific reasons associated to the Industrialisation described in Exhibit 2 UNILIFE concludes that it cannot technically or scientifically or in any other way perform the Industrialisation and is desirous to terminate this Agreement, the Parties shall meet and discuss the difficulties and scientific and technical hurdles in an attempt to resolve such problems and negotiate in good faith the terms and conditions of the modifications to be made to the Industrialisation when possible or, as applicablethe case may be, provided that terminate the Industrialisation and this Agreement. In such Party has not disposed a case of such Shares termination, SWIND shall pay UNILIFE in breach full for all the completed Milestones of the provisions Industrialisation performed up to the date of termination and a pro rata payment in respect of any uncompleted Milestone in accordance with Article 6.3. 6.5 In the event that this Agreement is terminated by SWIND pursuant to Article 6.2.1, 6.2.2 or 7.2 or by either Party pursuant to Article 6.4 then, save for each Parties’ ongoing obligations pursuant to those Articles identified as surviving termination or expiry of this Agreement, neither Party shall incur any future liability towards the Licence other party other than the payment by SWIND to UNILIFE in respect of Industrialisation performed up to and including the day of such termination including for all completed Milestones and in accordance with Article 6.3. UNILIFE will, on receipt of full payment of all sums due to UNILIFE under this Agreement, transfer all work noted as deliverable to SWIND for all completed Milestones covered by such payments. Such payment shall not occur in case of any gross negligence or the Company’s Articles wilful misconduct of Association. For the sake UNILIFE in performance of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderobligations. 9.3 6.6 In the event UNILIFE can and does mitigate its loss under the termination of this Agreement, any savings made by UNILIFE shall be passed to SWIND in the form of a refund save that no refund shall exceed the total sums received by UNILIFE from SWIND under this Article. 6.7 Termination of this Agreement pursuant to Clause 9.2 above for whatever reason shall not release any Party from any liability, which at affect the time accrued rights of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect either UNILIFE or be construed SWIND arising under or operate as a waiver of the right of any Party aggrieved by any breach out of this Agreement and all provisions which are expressed to be compensated survive this Agreement and the provisions of Articles 8, 9, 11 and 15 (Confidentiality, Intellectual Property, Liability — Indemnities, Applicable law and Jurisdiction) shall survive termination or expiry and remain in full force and effect. Article 5 shall survive expiry (but not termination) of this Agreement until execution of a Supply Agreement, if any. 6.8 Subject to Articles 6.7 and 6.9 of this Agreement, termination of this Agreement for any losswhatever reason (except for termination by SWIND pursuant to Article 6.2.1 and the expiry of this Agreement) will automatically terminate the Exclusive Agreement. 6.9 If this Agreement is terminated by either party pursuant to Article 6.4 or by SWIND pursuant to Article 6.2.2 the Parties will, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shallat SWIND’s request, negotiate in addition, good faith how and on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against what terms any of them arising out SWIND’s rights under the Exclusive Agreement may continue after the termination of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this Agreement.

Term and Termination. 9.1 (a) This Master Agreement shall continue in full force commence on the Effective Date and effect until shall have an initial term of three (3) years (the Company is wound up or otherwise ceases “Initial Term”), unless earlier terminated as provided herein. The Initial Term will be automatically renewed for additional one (1) year terms (“Subsequent Term(s)”). The Initial Term and any Subsequent Terms shall be referred to exist collectively as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below“Term”. 9.2 This (b) After the Initial Term, VERADERMICS may terminate this Master Agreement shall for any reason upon [***] prior written notice to THERAPEUTICS. (c) Either Party may terminate in relation any Work Order and this Master Agreement as it applies to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant Work Order, upon written notice to the Required Israeli Percentage and/or other Party, if the Required Founders Percentageother Party materially breaches such Work Order and this Master Agreement as it applies to such Work Order. Both Parties agree to allow the breaching Party a reasonable time, but not more than [***], to use reasonable efforts to correct such a breach (other than a breach of payment obligations, as applicableto which this sentence and the next sentence do not apply) and provide reasonably satisfactory evidence of corrective actions in a timely manner. Failure to cure such a breach within such [***] period shall entitle the nonbreaching Party to terminate the applicable Work Order and this Master Agreement as it applies to such Work Order, provided immediately by written notice to the breaching Party. In case of any breach in a payment obligation under a Work Order, the non-breaching Party shall be entitled to terminate that Work Order and this Master Agreement as it applies to such Party has not disposed Work Order, effective upon the expiration of [***] days after notice of such Shares in breach from the non-breaching Party to the breaching Party, if the breaching Party fails to cure the breach of such payment obligation within such [***] day period. (d) VERADERMICS may terminate any Work Order for any reason upon [***] prior written notice to THERAPEUTICS, subject to Section 3(h) and subject to the provisions of this AgreementSection 3 and subsections 3.a and 3.b of the Collaboration Agreement of substantially even date herewith between the Parties. (e) If either Party believes termination of any Work Order is necessary to protect the safety or welfare of the Study subjects, then such Party shall have the right to terminate the applicable Work Order upon written notice to the other Party; provided, however, that after receipt of such notice of termination, the Licence or Parties shall commence any wind-down activities for any on-going Study for which the Company’s Articles of AssociationParties have any responsibility hereunder in which any Study subject dosing has commenced. For the sake of clarity, if and when this Agreement VERADERMICS shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderresponsible for any costs associated with such winddown activities. 9.3 Termination (f) In the event of termination of this Master Agreement pursuant or any Work Order, VERADERMICS and THERAPEUTICS agree to Clause 9.2 above shall discuss, cooperate and coordinate termination of activities being conducted by THERAPEUTICS. As soon as reasonably possible after receipt of any written termination notice by either Party, THERAPEUTICS will use commercially reasonable efforts to stop initiation of any tasks or activities not release any Party from any liability, which at yet started as of the time date of termination has already accrued notice, whether to be conducted by THERAPEUTICS or a third party, unless another plan of termination is agreed to by both Parties. However, both Parties acknowledge non-cancelable costs may exist and will require payment as detailed in Section 3(h). In all cases of termination, a reasonable plan of action for cessation of activities will be agreed to by both Parties (such Partyagreement not to be unreasonably conditioned, delayed or withheld) in order to ensure an orderly cessation of on-going tasks and activities and in order to protect the safety and rights of patients, as well as to facilitate compliance with the legal responsibilities of all Parties involved according to applicable local, federal and/or state laws, regulations and ordinances. Nothing in THERAPEUTICS will use commercially reasonable efforts to terminate all Work Order associated tasks according to the immediately preceding sentence shall affect plan so agreed to by both Parties. (g) Upon termination of this Master Agreement or be construed or operate as any Work Order, THERAPEUTICS will, at VERADERMICS’s written request, promptly provide VERADERMICS with a waiver copy of the right of all records relating to Project performance and all periodic reports and/or patient records, maintaining confidentiality. (h) Should VERADERMICS choose to terminate a Work Order prior to completion for any Party aggrieved by any reason other than THERAPEUTICS’ material breach of this Master Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur Work Order or which is made against any THERAPEUTICS’ insolvency or bankruptcy, VERADERMICS agrees to pay THERAPEUTICS: (i) all reasonable direct fees, including monthly fees for project management, medical monitoring, transfer of them arising out records or similar fees earned hereunder for Services performed up to the effective date of or termination in relation to or accordance with the terms of the Work Order being terminated; (ii) all non-cancelable costs for third party contracted Services and other expenses, including THERAPEUTICS’s related administrative fees, incurred in connection with any default Work Order being terminated to the date of termination; and (iii) a separate termination fee equal to [***]% of the remaining Work Order budget. (i) (i) In the event a Work Order is terminated by VERADERMICS before conclusion by reason of any uncured material breach by THERAPEUTICS pursuant to Section 3(c) above, any third party passthrough costs associated with terminating the Indemnifying Party Work Order, e.g. laboratory costs, etc. will be: (i) borne by THERAPEUTICS if attributable to THERAPEUTICS’s material breach of its obligations under the Master Agreement or Work Order and previously paid to THERAPEUTICS; (ii) borne by VERADERMICS if not previously paid to THERAPEUTICS; or (iii) borne by and as between VERADERMICS and THERAPEUTICS as they agree (such agreement not to be unreasonably conditioned, delayed or withheld) if neither of the above (i) (i) and (i)(ii) applies. (j) Sections 3(f, g, h, and i), 5(b), 6, 7, 8, 10, 11, 12, 13, 15, 16(c), 24, 25 and 27 shall survive any agreements with expiration or termination of this Master Agreement to the Company’s lenders to which such Party is a party (including misrepresentations made by such Party extent of the terms detailed in relation to information given by it)each respective Section.

Term and Termination. 9.1 15.1 This Agreement shall continue take effect upon execution by the Parties and shall, unless otherwise terminated according to Article 15.2 hereof, remain in full force and effect until the Company is wound up later of (i) the expiry of the last to expire patent specified in Exhibit A as of the date of execution of this Agreement that includes a valid claim for the Territory and that covers the composition of the Licensed Product or otherwise ceases to exist as a separate entity or (ii) fifteen (15) years after the First Commercial Sale of the Licensed Product unless terminated earlier by agreement between all pursuant to this Agreement, except that termination shall not affect: (a) the accrued rights and obligations of the Parties at the date of termination; and (b) the continued existence and validity of the rights and obligations of the Parties under those articles which are designed to survive termination and any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement. 15.2 Unless otherwise provided herein, this Agreement may be terminated: 15.2.1 by either Party giving notice to the other Party if the other Party has committed a material breach of this Agreement and such breach, if capable of remedy, has not been so remedied within sixty (60) days following receipt of such notice, unless otherwise provided herein; 15.2.2 by either Party giving notice to the other Party in the event that an event of Force Majeure continues for a period of six (6) consecutive months that causes I-Mab to cease the production and sale of the Licensed Product and the Parties have been unable to find an equitable solution pursuant to Clause 9.2 below.Article 19; 9.2 This Agreement shall terminate in relation to any 15.2.3 by either Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant giving notice to the Required Israeli Percentage and/or other Party if at any time during the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions term of this Agreement, any government of the Licence Territory should require any material alteration or modification of the Company’s Articles contractual rights or obligations of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom Parties pursuant to this Clause 9.2 hereofAgreement which has the effect of preventing the Parties from achieving their business objectives; 15.2.4 by either Party giving notice to the other Party if the other Party becomes bankrupt, Tapuzor insolvent, or is the subject of proceedings or arrangements for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due; 15.2.5 by Genexine giving notice to I-Mab if I-Mab fails to use commercial reasonable effort to obtain regulatory approvals or other registrations necessary for sale or distribution of the Licensed Product in the Territory in accordance with a business plan and timeline approved by the Parties from time to time due to a reason attributable to I-Mab (i.e. due to fault or negligence of I-Mab) or ceases to pursue clinical development or product registration or to conduct licensed activities in a reasonable scale pursuant to an affiliate agreement by the Parties. It is expressly stated that such termination events shall include, among others, (a) the first Development Milestone specified in Article 3.3(a) fails to be reached within seven (7) years after the signing of Eurocom that owns one Sharethis Agreement, shall also (b) the second Development Milestone specified in Article 3.2 fails to be released from all its obligations and restrictions hereunder. 9.3 Termination reached within ten (10) years after the signing of this Agreement and (c) I-Mab fails to commercially launch the Licensed Product in the Territory within twelve (12) years after the signing of this Agreement; or 15.2.6 by mutual agreement of the parties. 15.3 In case this Agreement is terminated by Genexine pursuant to Clause 9.2 above Articles 15.2.1, 15.2.2, 15.2.4 or 15.2.5, or by I-Mab pursuant to Article 15.2.3, I-Mab shall not, and shall ensure that its Affiliates shall not, develop, manufacture, market, promote, sell, offer for sale, distribute or otherwise make available (or contract with a third party to do any of the foregoing) any Competing Product for a period of seven (7) years after any such termination. 15.4 Upon termination of this Agreement for whatever reason, I-Mab shall immediately cease to use the Licensed Intellectual Properties as provided by Genexine and shall cease to manufacture or sell the Licensed Product. I-Mab shall cooperate with Genexine in de-registration of the License hereunder with the competent authorities. 15.5 Upon termination of this Agreement for whatever reason, Genexine may, at its sole discretion, choose to buy at I-Mab’s initial purchase price any quantities of the Licensed Product or parts thereof remaining in I-Mab’s inventory (which are in good condition for sale to customers and already approved for sale by the China Food and Drug Administration which are not release any Party from any liabilitysubject to delivery under a sale to customers. 15.6 Upon expiration or termination of this Agreement, which at the time of termination has already all amounts then due and unpaid to Genexine by I-Mab hereunder, as well as all other amounts accrued but not yet payable to such PartyGenexine by I-Mab, shall forthwith become due and payable by I-Mab to Genexine. Nothing However, in the immediately preceding sentence shall affect or be construed or operate event that this Agreement is terminated by I-Mab as a waiver result of the right of any Party aggrieved by any Genexine’s material breach of this Agreement and I-Mab has raised claims against Genexine due to such breach, the aforesaid payment will be compensated for suspended until settlement of such claims pursuant to Article 19 hereof. 15.7 All Licensed Intellectual Properties, including the Improvements and the Technical Documentation relating to the Licensed Intellectual Properties as provided by Genexine, recorded in any loss, injury material form including but not limited to any written records shall be returned by I-Mab to Genexine forthwith upon the termination or damages resulting therefrom which is incurred either before expiration of this Agreement. I-Mab agrees on behalf of itself and its employees that no copies of the Licensed Intellectual Properties in any material form or of the Technical Documentation relating to the Licensed Intellectual Properties shall be made or retained upon and after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand termination or expense which the Company or any such Parties incur or which is made against any expiration of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this Agreement.

Term and Termination. 9.1 This Agreement shall come into force on the Commencement Date and shall continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or effect, unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarityuntil Completion, if and when this Agreement shall automatically expire (the “Term”). Either party may terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at forthwith by giving the time other party written notice of immediate termination has already accrued to such Party. Nothing in if the immediately preceding sentence shall affect or be construed or operate as other party: commits a waiver of the right of any Party aggrieved by any material breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom and such breach is not capable of remedy; commits a material breach of this Agreement which is incurred either before capable of remedy and fails to remedy that breach within thirty (30) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or after such termination. Each Party (suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify meaning of section 123 of the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company Insolvency Act 1986; commences negotiations with all or any such Parties incur or which is made against class of its creditors with a view to rescheduling any of them arising out its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the purpose of a scheme for a solvent amalgamation or in relation to reconstruction of that party; has a petition filed, notice is given, resolution is passed, or order made, for or in connection with the winding up of that party; has an application made to court, or an order made, for the appointment of an administrator, or has notice given of intention to appoint an administrator, in respect of that party or any default part of its business or assets; gives, or the holder of a qualifying floating charge over the assets of that party gives, notice of an intention to appoint an administrative receiver; has a liquidator, receiver, administrator or administrative receiver appointed over the assets or in respect of any part of that party’s business or assets; any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); the other party ceases, or threatens to cease, carrying on its business. The Catapult shall also be entitled to terminate this Agreement at any time and for any reason by giving no less than thirty (30) days’ written notice to the Supplier. The Catapult shall also be entitled to terminate this Agreement by giving written notice of immediate termination to the Supplier, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) or more breaches of this Agreement, whether or not it remedies those breaches; the provisions of Clause 15.2 apply; the Supplier challenges the validity of any registrations of any Intellectual Property Rights of the Catapult; and/or in the reasonable opinion of the Catapult any event occurs which would have a materially adverse effect on the ability of the Supplier to perform the Services. CONSEQUENCES OF TERMINATION On expiry or termination of this Agreement: the Supplier shall immediately cease all further performance of the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier shall immediately cease all use of the Intellectual Property Rights relating to the Services and the Deliverables in any way; the Supplier shall promptly provide to the Catapult all Deliverables developed or created prior to the date of termination (whether or not complete); the Supplier shall return to the Catapult, promptly and in accordance with the Catapult’s instructions, all Confidential Information of the Catapult and all In-put Material in the Supplier’s possession or control as at the date of such termination (including all copies of the same), and shall certify in writing to the Catapult that it has done so; the Supplier shall deliver to the Catapult all materials charged to the Catapult as a Pass-Through Cost, that are in the Supplier’s possession or control and are unused as at the date of expiry or termination; and the Supplier shall cooperate with and provide such assistance to any third party as the Catapult reasonably requests or requires to enable the Services to continue to be provided without interruption or adverse effect and to facilitate an orderly and efficient transfer of the Services (or part of them) to the Catapult or to such third party as the Catapult may nominate (as the case may be) and the Catapult shall reimburse to the Supplier the reasonable costs actually incurred by the Indemnifying Party under any agreements Supplier in providing such assistance. If the Catapult terminates this Agreement in accordance with Clause 19.3, the Catapult shall reimburse to the Supplier all Pass-Through Costs and Expenses which: (i) have been incurred by the Supplier prior to the date of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the Company’s lenders provision of the Services under a binding agreement entered into prior to which the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such Party is a sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights or remedies of either party existing as at the date of such expiry or termination. Notwithstanding expiry or termination of this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (including misrepresentations made by such Party inclusive) shall continue in relation to information given by it)full force and effect.

Term and Termination. 9.1 This (a) The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect unless and until terminated in accordance with the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions terms of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when . (b) Either party may terminate this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate or a S of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder.Work: 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at (i) If the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as other party commits a waiver of the right of any Party aggrieved by any material breach of this Agreement or such Statement of Work and fails to be compensated cure such breach within thirty (30) days of receiving written notice of the breach and intention to terminate; or (ii) Immediately upon written notice, if any of the following circumstances occurs: (i) if the other party becomes insolvent or unable to pay its debts in the ordinary course of its business; (ii) if a voluntary petition under applicable bankruptcy or other insolvency law is filed by the other party; (iii) if a receiver is appointed for the business affairs of the other party or the other party makes an assignment for the benefit of creditors; (iv) if any bankruptcy, reorganisation, debt arrangement or other proceeding under any bankruptcy or other insolvency law is instituted against the other party which is not dismissed within sixty (60) days thereafter; or (v) if the other party liquidates or ceases doing business as a going concern. (c) Mavenir shall have the right at any time and for any lossreason to terminate this Agreement upon written notice to Company. In the event of such termination Company shall have a right to any unpaid fees relating to Services actually performed through the date of termination, injury subject to the submission of an invoice in accordance with Section 5 above. (d) Except as expressly set forth herein, termination or damages resulting therefrom which is incurred either before expiration of this Agreement shall not serve to terminate or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against cancel any of them arising out the respective rights and obligations of or in relation the parties which arose hereunder during the term of this Agreement and which by these terms must remain valid and enforceable to or in connection with give effect to their meaning, including, without limitation, any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)warranty, indemnification, liability and confidentiality provisions hereof.

Term and Termination. 9.1 8.1 This Agreement shall continue take effect on the date of its execution and shall remain in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below8.2. 9.2 8.2 This Agreement shall terminate may be terminated: 8.2.1 By ARC giving a written notice to Fanxi if Fanxi has committed a material breach of this Agreement (including but not limited to the failure by Fanxi to pay any of the Management Services Fee) and such breach, if capable of remedy, has not been so remedied within fourteen (14) days, in relation the case of breach of a non-financial obligation, following the receipt of such written notice; 8.2.2 By either Party giving a written notice to any the other Party after it if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to hold directly carry on business or indirectly any Shares that such becomes unable to pay its debt as they become due; 8.2.3 By either Party holds pursuant giving a written notice to the Required Israeli Percentage and/or other Party if circumstances arise which materially and adversely affect the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach performance of the provisions objectives of this Agreement, ; or 8.2.4 By either Party giving a written notice to the Licence other Party if circumstances arise which materially and adversely affect the performance or the Companyobjectives of this Agreement; or 8.2.5 By ARC giving a written notice to Fanxi at ARC’s Articles of Association. For the sake of claritysole discretion, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderwith or without reasons. 9.3 Termination of 8.3 Any Party electing to terminate this Agreement pursuant to Clause 9.2 above 8.2 shall not release any have no liability to the other Party for indemnity, compensation or damages arising solely from any liability, which at the time exercise of such termination has already accrued to such Partyright. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right For avoidance of any doubt, either Party’s right to claim against the other Party aggrieved by any for compensation for breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such other Party in relation shall not be affected. The expiration or termination of this Agreement shall not affect the continuing liability of Fanxi to information given pay any Management Services Fee already accrued or due and payable to ARC. Upon expiration or termination of this Agreement, all amounts then due and unpaid to ARC by it)Fanxi hereunder, as well as all other amounts accrued but not yet payable to ARC by Fanxi, shall hereby become due and payable by Fanxi to ARC.

Term and Termination. 9.1 This 11.1 The term of this Agreement shall be effective as of the date the applicable Customer’s representative checked the “I Accept” as described on above (the “Effective Date”), and shall continue in with full force and effect until the Company later of delivery of the applicable Survey Materials, completion of any applicable services and delivery of any other information as set forth in the Quotation, unless the Agreement is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all in accordance with the Parties or pursuant to Clause 9.2 belowprovisions of this article (the “Term”). 9.2 This 11.2 In the case the Customer is located in the Province of Ontario, IQMH may immediately terminate the Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant for convenience and without liability to the Required Israeli Percentage and/or Customer, upon written notice, in the Required Founders Percentageevent the Ontario Ministry of Health terminates or reduces any funding to IQMH for the Proficiency Testing program in Ontario. 11.3 IQMH may terminate the Agreement for convenience and without liability to the Customer upon twelve (12) months written notice to the Customer. 11.4 Either Party may terminate this Agreement for cause and with immediate effect by written notice to the other Party in the event the other Party: (i) breaches the terms of Article 8 (Confidentiality and Personal Information) or Article 7 (Intellectual Property) or (ii) breaches any other Articles of this Agreement, as applicable, provided that such Party has not disposed of such Shares in including any breach of the provisions Agreement and such breach remains uncured for a period of fifteen (15) days following the date of the Notice by the non-breaching Party; or (iii) in the case of bankruptcy or insolvency proceedings are instituted by or against the other Party, or the other Party is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes any arrangements for the liquidation of its debts or a receiver or manager is appointed with respect to all or any part of the assets of the other Party. 11.5 Upon expiry or termination of this Agreement, the Licence Customer shall, and shall cause Customer Personnel, to cease using IQMH’s Confidential Information, Intellectual Property, and use of the Portal. The Customer shall immediately return to IQMH, or securely destroy, with certification thereof provided to IQMH, without any right of compensation or indemnity, all IQMH’s Confidential Information and Intellectual Property disclosed to or received by the Company’s Articles of AssociationCustomer or Customer Personnel, or to which the Customer, or Customer Personnel, has had access through the Portal, during the Term, including all copies, reproductions, and any part thereof. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderthe foregoing excludes any Customer Proficiency Testing Survey results. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This 7.1 Unless sooner terminated in a manner herein provided, this Agreement shall continue in full force and effect until for a period of three (3) years from the Company is wound up or otherwise ceases Effective Date (hereinafter the “Term”). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. The Parties may extend this Agreement by written mutual agreement at least sixty (60) days prior to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowexpiration of the Term. 9.2 7.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of this Agreement, the Licence Quality Agreement and any corresponding Work Order or Change Order then in effect may be terminated by (i) either Party upon written notice for cause in the Company’s Articles event of Association. For a failure by the sake other Party to substantially perform any material obligation that through no fault of claritythe Party initiating the termination, if and when this Agreement shall terminate remains uncured thirty (30) days after receipt of such prior written notice; (ii) Client upon thirty (30) days written notice to AAI; or (iii) either Party upon written notice in relation the event that the other Party ceases to Eurocom pursuant function as a going concern or to this Clause 9.2 hereofconduct its operations in the normal course of business, Tapuzor a receiver for such other Party is appointed, or a petition under any law for the relief of bankruptcy is filed by or against such other Party, or such other Party makes an affiliate assignment for the benefit of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereundercreditors. 9.3 Termination 7.3 In the event of a termination of this Agreement pursuant to Clause 9.2 above Article 7.2, with the exception of material breach by AAI, the Client shall not release any Party from any liabilitybe obligated to pay to AAI the cost of all Services completed, which as set forth in the relevant Work Order(s) and/or Change Order(s) currently in effect at the time of termination, in accordance with the terms and conditions as set forth in this Agreement. Client shall be obligated to pay for all unused supplies and materials that were ordered by AAI in order to perform the Services. AAI shall use commercially reasonable efforts to minimize the costs associated with the cessation of such Work Order or Change Order. 7.4 Client may terminate any Work Order or Change Order without terminating this Agreement by providing AAI written notice. In the event of a termination has already accrued to such Party. Nothing of a Work Order or Change Order, AAI shall receive full payment for all Services actually performed through the effective date of termination, including any appropriate delay or cancellation fees as may be set forth in the immediately preceding sentence Work Order. In accordance with the Client’s written instructions, AAI shall affect use commercially reasonable efforts to transfer the results of such Work Order or be construed Change Order to the Client or operate as a waiver of the right of any Party aggrieved its agent. The Client shall pay all reasonable costs incurred by any breach of this Agreement to be compensated for any loss, injury AAI that are necessary or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or reasonably required in connection with the orderly cessation of such Work Order or Change Order. In no event shall the total amount calculated pursuant to this Article 7.4 exceed the total amount of payments set forth in the budget for such Work Order and/or Change Order. Within thirty (30) days after the termination date of any default Work Order and/or Change Order, AAI shall refund to Client any amounts paid by Client to AAI in excess of the Indemnifying Party under calculated amount described herein. 7.5 Upon expiration or termination of the Agreement or any agreements Work Order or Change Order, AAI will comply with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)provisions of Article 5.3 herein regarding the disposition of Confidential Information. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Term and Termination. 9.1 15.1 This Agreement shall continue in full force and effect until will begin on the Company is wound up or otherwise ceases to exist as a separate entity or Commencement Date and, unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement, continue for the Licence or period set forth the Company’s Articles of Association. For the sake of clarity, if and when Commercial Summary. 15.2 The Supplier may terminate this Agreement shall terminate and/or any Statement of Work at any time by giving notice in relation writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder.the Customer if: 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release (a) the Customer or any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as User commits a waiver of the right of any Party aggrieved by any material breach of this Agreement and such breach is not remedied within ten (10) business days’ or if the material breach is incapable of being remedied; (b) the Customer has failed to be compensated for pay any lossamount due under this Agreement on the due date and such amount remains unpaid within thirty (30) calendar days after the Customer has received notification that the payment is overdue; or (c) any consent, injury licence or damages resulting therefrom authorisation held by the Customer is revoked or modified such that it is no longer able to comply with its obligations under this Agreement, any Statement of Work, or access and use the SaaS. 15.3 The Customer may terminate this Agreement if Supplier commits a material breach of this Agreement which is incurred either before or after not remedied within thirty (30) calendar days of receiving written notice of such termination. Each Party (the “Indemnifying Party”) shall, breach from Customer. 15.4 Either party may terminate this Agreement at any time by giving notice in addition, on demand by any other Party, indemnify writing to the other Parties against party if that other party: (a) stops carrying on all or a significant part of its business, or indicates in any costway that it intends to do so; (b) is unable to pay its debts as they become due; (c) becomes the subject of a formal insolvency arrangement recognised by applicable law; (d) has a receiver, lossmanager, liability, claim, action, demand administrator or expense which the Company administrative receiver appointed over all or any such Parties incur part of its undertaking, assets or which income; (e) has a resolution passed for its winding up; (f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it; (g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within fourteen (14) calendar days of that procedure being commenced; (h) has a freezing order made against it; (i) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; (j) is subject to any events or circumstances analogous to those in Sections 15.3 (a) to 15.3 (j) in any jurisdiction; (k) takes any steps in anticipation of, or has no realistic prospect of avoiding, any of them arising out the events or procedures described in Sections 15.3 (a) to 15.3 (k) including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or in relation filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders be taken to which such Party is enter into an insolvency process. 15.5 The right of a party to terminate the Agreement pursuant to Section 15.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (including misrepresentations made by such Party where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement. 15.6 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this Section 15, it shall immediately notify the other party in relation writing. 15.7 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to information given by it)the date of termination.

Term and Termination. 9.1 a) This Agreement shall have effect on the date of this Agreement and, subject to the terms of this Clause, shall continue in full force and effect unless or until terminated by either party in accordance with its terms. b) Any cancellation request by the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or Client pursuant to Clause 9.2 below4 may be made by giving JBi not less than 3 (three) months’ prior written notice of such cancellation. 9.2 This c) Either party may terminate this Agreement shall terminate immediately by notice without liability in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant writing to the Required Israeli Percentage and/or other if the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares other party: i) is in material or persistent breach of any of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination terms of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liabilityand, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as case of a waiver breach capable of remedy, fails to remedy such breach within 30 (thirty) days of receipt of written notice giving full particulars of the right breach and of the steps required to remedy it; or ii) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or iii) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any Party aggrieved by arrangement or composition with its creditors; or iv) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any breach of its assets; or v) ceases, or threatens to cease, to carry on business. d) The parties’ rights, duties and responsibilities shall continue in full force during the agreed period of notice and whether or not there is a period of notice. Consequences of Termination e) Upon termination of this Agreement to be compensated for any lossreason, injury JBi shall either immediately deliver up or damages resulting therefrom destroy (at the Client’s sole option) any Deliverables in its possession or control whatever state of the development at that time. f) Upon termination of this Agreement by the Client, JBi will be paid Fees on a proportional basis for Services performed up to and including the effective date of termination together with its reasonable, unavoidable third party costs incurred up to such date. JBi shall use its reasonable endeavours to mitigate all expenses which is have been incurred either before or after such termination. Each Party (the “Indemnifying Party”) shallprior to, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any might otherwise be incurred after the date of them arising out of or in relation to or in connection with any default termination notice served by the Indemnifying Party Client under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this Clause.

Term and Termination. 9.1 12.1 This Agreement shall continue in full force be effective from the Effective Date and effect until expire on the Company is wound up or otherwise ceases first (1st) anniversary of the Effective Date (the Term). The Term shall be automatically renewed for additional periods of 12 months (each a Renewal Term) unless either Party provides written notice to exist as the other Party at least three (3) months prior to the beginning of a separate entity or unless terminated earlier by agreement between all Renewal Term that it does not desire to renew the Parties or pursuant to Clause 9.2 belowAgreement. 9.2 12.2 This Agreement shall terminate be terminated forthwith upon the sending of notice in relation writing upon the occurrence of one or more of the following events: (a) by either Party hereto, if the other Party or its creditors or any other eligible party makes a filing for said Party’s liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if said Party is unable to pay any debts as they become due except otherwise legally extended, or has explicitly or implicitly suspended payment of any debts as they become due (except debts contested in good faith), or if the creditors of said Party after it ceases have taken over its management, or if any material or significant part of said Party’s undertaking, property, or assets shall be intervened in, expropriated, or totally or partially confiscated by action of any government; (b) by either Party hereto, if the other Party shall commit a material breach of any of its obligations under this Agreement which shall not be remedied within thirty (30) days, or a shorter period if expressly required herein, from the giving of written notice requiring said breach to hold directly be remedied; (c) by either Party, if there shall at any time occur any change in the ownership or indirectly control of either Party which the other Party reasonably deems to be material; or (d) if any Shares that such Party holds pursuant subsequent enactment of law or regulation or any subsequent action (or failure to act) by governmental authority in BUYER’s or SELLER’s country shall, in the reasonable opinion of a Party: (i) make performance of this Agreement impossible or unreasonably expensive or unreasonably difficult for said Party, (ii) materially alter the rights and obligations of the Parties from those agreed and contemplated by this Agreement; or (iii) interfere with the benefits contemplated herein to be received by said Party. 12.3 Termination of this Agreement shall be without prejudice to the Required Israeli Percentage and/or accrued rights and liabilities of the Required Founders PercentageParties at the date of termination, as applicable, unless waived in writing by the Party enjoying the right or to whom the liability is owed. 12.4 Upon termination of this Agreement for any reason: (a) all obligations undertaken in this Agreement shall forthwith terminate; provided that all terms and conditions of this Agreement which are destined (whether expressed or not) to survive the duration or termination of this Agreement including, without limitation, Articles 8, 10, 11, 12, 13, 14, 15, and 16 shall so survive; (b) SELLER warrants that it shall supply Products shipped to BUYER for a minimum of one (1) year from the shipment date of the Products to BUYER under the same terms and conditions of providing such Party has not disposed Products during the duration of this Agreement, and at the end of such Shares one (1) year period, BUYER shall have the right to place a final order for Products under the same terms and conditions of providing such Products during the duration of this Agreement, and these obligations to provide Products shall survive termination of this Agreement; (c) the Forecast and outstanding Purchase Orders, which have been confirmed by SELLER, shall continue to be executed by the Parties in breach of accordance with the terms thereof and the provisions of this Agreement, Agreement shall continue to apply thereto until the Licence or the Company’s Articles pertinent transactions shall have been completed; and (d) a termination of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any relieve either Party from any liability, which at obligations accrued to the time date of termination has already accrued or relieve the Party in default or breach from liability for damages to such Party. Nothing in the immediately preceding sentence shall affect other for default or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Agreement.

Term and Termination. 9.1 This (a) The term of this Agreement will begin as of the Effective Date and will continue for a period ending three (3) years after the Launch Date (the "Term"). If PeoplePC chooses not to renew the Agreement at the end of 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 in full force and effect to comply with their obligations hereunder until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicableEmployee Service Terms have been completed, provided that such 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 if (i) the other Party has not disposed of such Shares in committed a material breach of the provisions of this Agreement, (ii) the Licence or other Party has not cured such breach within thirty (30) days after receipt of written notice of such breach from the Company’s Articles other Party, and (iii) such breach remains uncured as of Association. For the sake effective date of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereundertermination. 9.3 Termination (c) Upon termination of this Agreement pursuant for any reason and upon Customer's request, PeoplePC may convert any Participating Employees to Clause 9.2 above general PeoplePC members and any subsequent payments for service shall not release any Party from any liability, which at the time of termination has already accrued be made directly by such users to PeoplePC. Customer shall have no liability with respect to such Party. Nothing in converted users that accrues after the immediately preceding sentence shall affect or be construed or operate as a waiver date of the right of any Party aggrieved by any breach such conversion. (d) Upon termination of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each reason (i) each Party (will promptly return all Confidential Information of the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify (ii) Customer will pay all outstanding amounts owed to PeoplePC under this Agreement within forty-five (45) days after the other Parties against effective date of such termination, subject to any costright of setoff and (iii) the following provisions will nonetheless remain in effect: Article I ("Definitions"), loss, liability, claim, action, demand or expense which all of Article III ("General") (exception Section 3.1) and the Company or payment obligations of Customer under Section 2.6 with respect to any such Parties incur or which is made against remaining portions of any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Employee Service Terms.

Term and Termination. 9.1 13.1 This Agreement agreement shall continue in full force and effect until commence on the Company is wound up or otherwise ceases to exist as a separate entity or Effective Date and, unless terminated earlier by agreement between all the Parties as provided in this clause 13 or pursuant to Clause 9.2 belowany other terms of this agreement, shall continue for the Initial Subscription Term and any subsequent Renewal Period. 9.2 This Agreement shall 13.2 Without affecting any other right or remedy available to it, either party may terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant this agreement with immediate effect by giving written notice to the Required Israeli Percentage and/or other party if: (a) the Required Founders Percentageother party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as applicablethey fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (d) the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or serves notice of administration, or has a receiver, manager or administrative receiver appointed over its assets or shall have a winding-up order made against it or shall go into liquidation (except for the purposes of a solvent amalgamation or reconstruction and in such manner that the resulting company effectively agrees to be bound by or assume the obligations imposed on the predecessor company under this Agreement); or (e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 13.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and, unless otherwise agreed, the Customer shall cease to access and use the Services; (b) the Customer shall have no further right to access and use any of the Supplier Materials and shall promptly destroy any copies of the same; (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 other party; (d) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that such Party has the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not disposed due at the date of such Shares termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; (e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the provisions agreement which existed at or before the date of termination shall not be affected or prejudiced; and (f) clauses 8, 9, 10, 11, 12, 13, 17, 23, and 24 shall survive termination or expiry of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderagreement. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This Agreement shall continue commerce on the date of its signing by the last Party to sign (the Effective Date) and shall unless extended or terminated earlier, remain in full force and effect until first to occur of any of the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all following: a. Failure of the Parties to receive a contract for a Program Opportunity during the period of five (5) years following the Effective Date; b. Notification by the Customer that any of the Parties is not an acceptable contractor or pursuant to Clause 9.2 below. 9.2 This subcontractor for any Program Opportunity, in which case this Agreement shall terminate with respect to such Party for such Program Opportunity to which such notification relates but shall continue with respect to other Programs for such Party and shall also continue with respect to the remaining Parties; c. Any of the Parties has been suspended or debarred from doing business with the U.S. Government and such suspension or debarment is not lifted within three (3) months, in relation which case this Agreement shall terminate with respect to such Party but shall continue with respect to the remaining Parties; d. Unanimous written consent of the Parties; e. Inability of Prime and any other Party, negotiating in good faith, to reach agreement on an appropriate subcontract in accordance with this Agreement, in which case this Agreement shall terminate with respect to such other Party for such Program Opportunities to which such subcontract relates but shall continue with respect to other Program Opportunities for such other Party and shall continue with respect to the remaining Parties; f. In the event any Party is liquidated, placed in receivership or makes a general assignment for the benefit of creditors or has become insolvent in which case this Agreement shall terminate with respect to such Party but shall continue with respect to the remaining Parties; g. Upon the expiration of sixty (60) days after the giving of written notice by the Prime or by the aggrieved Party, to any Party after it ceases to hold directly or indirectly committing any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicablebreach of a material obligation under this Agreement, provided that such the breaching Party has not disposed of cured said breach within such Shares sixty (60) day period, in breach of which case this Agreement shall terminate with respect to such Party but shall continue with respect to the provisions remaining Parties; h. Five (5) years after the Effective Date of this Agreement, or until three (3) years after completion of any contract, whichever is later; or i. Ten (10) years after the Licence or Effective Date. In the Company’s Articles of Association. For the sake of clarityevent that this Agreement is terminated as to a Party, such Party shall be free to pursue opportunities using its individual technical approach; however, if and when this Agreement shall terminate in relation to Eurocom a Party is terminated pursuant to this Clause 9.2 hereofparagraph 15.0 g, Tapuz, an affiliate of Eurocom that owns one Share, such Party shall also be released from all its obligations and restrictions hereunder. 9.3 Termination free to pursue only technical solutions not using a Tiltrotor UAV during the term of this Agreement pursuant to Clause 9.2 above Agreement. The provisions of Articles 10.0, 11.0, 13.0, and 18 .0 shall not release any Party from any liability, which at the time of survive termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Agreement.

Term and Termination. 9.1 This 18.1 The Contract shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 18.2 or this clause 18.1, the Agreement shall continue for the Initial Period. The Term shall automatically be extended for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period, unless a party gives written notice to the other party. 18.2 The Customer shall have the right to Terminate the Contract subject to the provisions as set out in the Order. 18.3 Without prejudice to any rights that have accrued under the Agreement or any of its rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under these Terms and Conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment; (b) the other party commits a material breach of any material term of the Agreement (other than failure to pay any amounts due under the Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party: (i) suspends, or threatens to suspend, payment of its debts; (ii) is unable to pay its debts as they fall due or admits inability to pay its debts; (iii) (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; (iv) (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇; or (v) (being a partnership) has any partner to whom any of clause 18.3(c)(i) to clause 18.3(c)(iv) apply; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); (g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party's assets and that attachment or process is not discharged within 14 days; (j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.3(c) to clause 18.3(i) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or (l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 18.4 Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect until effect. 18.5 Termination of the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties parties shall not affect any rights, remedies, obligations or pursuant liabilities of the parties that have accrued up to Clause 9.2 belowthe date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination. 9.2 This 18.6 On any termination of the agreement between the parties for any reason or expiry of the Term, the Customer shall immediately pay any outstanding amounts owed to the Supplier under the Agreement and, within a reasonable period of termination or expiry ensure that there is no further use of the Services in any of the Customer's products or applications. 18.7 On any termination of the Agreement for any reason or expiry of the Term: (a) the Customer shall terminate as soon as reasonably practicable return or destroy (as directed in relation writing by the other party) all data, information, software, and other materials provided to it by the other party in connection with the Agreement including all materials containing or based on the other party's Confidential Information; and (b) without limiting the effect of clause 18.7(a), the Customer shall as soon as reasonably practicable ensure that all Data and Manipulated Data is deleted from the Customer System. 18.8 On any termination of the Agreement for any reason or expiry of the Term, the Supplier shall refund any Charges for the relevant Accounting Period paid by the Customer as at the date of termination or expiry (less a reasonable sum in respect of the Customer's use of the Data or the Materials to the date of termination), except where the ground for termination is material breach by the Customer under clause 18.3(b), in which case the Customer shall not be entitled to any Party refund. 18.9 The Customer shall provide written confirmation (in the form of a letter signed by its Director) of compliance with clause 18.7(a) and also, in the case of the Customer only, clause 18.7(b) no later than 14 days after termination of the Agreement. 18.10 If a party is required by any law, regulation, or government or regulatory body to retain any documents or materials that it ceases would otherwise be required to hold directly return or indirectly any Shares destroy under clause 18.7, it shall notify the other party in writing of that such Party holds pursuant to retention, giving details of the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided documents or materials that such Party has it must retain. That party shall not disposed of such Shares be in breach of clause 18.7 with respect to the provisions of this Agreementretained documents or materials, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement but clause 9 shall terminate in relation continue to Eurocom pursuant apply to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderthem. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 13.1 This Agreement shall become effective on the date of signature of the last party to sign and shall continue to be effective for a period of seven (7) years, unless extended upon mutual agreement or earlier terminated as provided elsewhere in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowthis Agreement. 9.2 This 13.2 If either party shall at any time commit any breach of any covenant, warranty, or agreement herein contained, and shall fail to remedy any such breach within sixty (60) days after written notice thereof by the other party, such other party may, at its option and in addition to any other remedies that it may be entitled to, terminate this Agreement by notice in writing to such effect. 13.3 In the event that either party hereto shall be dissolved, liquidated, declared bankrupt or become insolvent or has commenced proceedings relating to bankruptcy or creditor composition, either voluntarily or otherwise, or because of adverse change in its structure or its financial situation shall become unable to continue fully or effectively perform its obligations hereunder, the other party shall have the right to terminate forthwith this Agreement by giving a written notice stating the cause of such termination. 13.4 If any Administrative Authority or Court having jurisdiction over either of the parties hereto shall enjoin performance of this Agreement and declare it unlawful, then this Agreement shall terminate in relation be terminated forthwith by right and without formalities. If one or several clauses of the present Agreement shall be declared unlawful, the parties hereto agree to any Party after it ceases meet without delay to hold directly review the consequences of such validity on the performance of this Agreement. 13.5 In case of termination of this Agreement, all confidential information or indirectly any Shares that such Party holds pursuant other confidential materials received by either party from the other party under this Agreement shall be returned to the Required Israeli Percentage and/or other party within sixty (60) days following the Required Founders Percentage, as applicable, provided that such Party has termination date. 13.6 Termination of this Agreement shall not disposed relieve or discharge either party from the liability for the payment of such Shares in breach of any sums then due or the failure to perform any obligations to have been performed under the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when . 13.7 VISTEON can terminate this Agreement by notice in writing without any subsequent obligations or warranties, in the event that the PRODUCTS are not in accordance with any of VISTEON 's or an OEM CUSTOMER's requirements. In that case VISTEON will lose the benefit of this Agreement and will commit itself to stop the exploitation of the PATENTS in so far that the PATENTS are still in force. All obligations of either party shall terminate in relation to Eurocom pursuant to be terminated with the exceptions of Article 7, 8, and 9 of this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderAgreement. 9.3 Termination 13.8 In case of termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver one of the right of any Party aggrieved by any breach of this Agreement previous articles, VISTEON shall provide SmarTire with an order for the COMPONENTS required to be compensated for any lossfulfill its obligations, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation and SmarTire shall deliver these COMPONENTS to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Visteon.

Term and Termination. 9.1 This 8.1 The term of this Agreement shall continue commence as of the Effective Date and shall, subject to the rights of termination outlined in full force this Clause 8, expire on a Product-by-Product basis and effect until on a country-by-country basis on the Company is wound up or otherwise ceases last to exist as occur of: 8.1.1 [ * ] starting from the date of the first commercial sale of the Product in the country concerned; or 8.1.2 the date of expiration of the last to expire of the patents included in the Elan Patents and the Elan Improvements and/or the RPI Patents and the RPI Improvements ("the Term") 8.2 If either Party commits a separate entity or unless terminated earlier by agreement between Relevant Event, the other Party shall have, in addition to all other legal and equitable rights and remedies hereunder, the Parties or pursuant right to Clause 9.2 belowterminate this Agreement upon 30 days' prior written notice to the defaulting Party. 9.2 This 8.3 For the purpose of this Clause 8, a "Relevant Event" is committed or suffered by a Party if: 8.3.1 it commits a material breach of its obligations under this Agreement or the JDOA and fails to remedy it within 60 days of being specifically required in writing to do so by the other Party; provided, that if the breaching Party has proposed a course of action to rectify the breach and is acting in good faith to rectify same but has not cured the breach by the 60th day, such period shall be extended by such period as is reasonably necessary to permit the breach to be rectified; 8.3.2 a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material part of its property which is not discharged or challenged within 30 days; 8.3.3 it is unable to pay its debts in the normal course of business; 8.3.4 it ceases wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction or amalgamation, without the prior written consent of the other Party (such consent not to be unreasonably withheld); 8.3.5 the appointment of a liquidator, receiver, administrator, examiner, trustee or similar officer of such Party or over all or substantially all of its assets under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland; 8.3.6 an application or petition for bankruptcy, corporate re- organization, composition, administration, examination, arrangement or any other procedure similar to any of the foregoing under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland, is filed, and is not discharged within 60 days, or a Party applies for or consents to the appointment of a receiver, administrator, examiner or similar officer of it or of all or a material part of its assets, rights or revenues or the assets and/or the business of a Party are for any reason seized, confiscated or condemned. 8.4 Elan shall be entitled to terminate this Agreement in the event of a Change of Control of RPI/Newco, upon which termination the RPI License shall terminate, provided that the foregoing shall not apply in relation to any Party after it ceases exercise of any options by Elan granted by the Definitive Documents. 8.5 Upon expiration or termination of the Agreement: 8.5.1. any sums that were due from Newco to hold directly Elan on Net Sales in the Territory or indirectly any Shares that in such Party holds pursuant particular country or countries in the Territory (as the case may be) prior to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of this Agreement, the Licence expiration or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination termination of this Agreement pursuant to Clause 9.2 above as set forth herein shall not release any Party from any liability, which at be paid in full within 60 days after the time of expiration or termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury the Territory or damages resulting therefrom which is incurred either before for such particular country or after such termination. Each Party countries in the Territory (as the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by itcase may be).;

Term and Termination. 9.1 4.1 This Agreement will become effective on the Commencement Date and shall continue remain in full force unless and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when . 4.2 Either party may terminate this Agreement shall terminate in relation by giving the other party three months’ written notice that it intends to Eurocom pursuant to do so. Such termination will be become effective on upon the completion of this Clause 9.2 hereofnotice period. 4.3 Upon termination, Tapuz, an affiliate of Eurocom that owns one Share, shall also neither party will be released from all its any rights, obligations and restrictions hereunder. 9.3 Termination or liabilities which arose prior to the termination of this Agreement pursuant and would survive such termination by express or implied means. 4.4 This Agreement may be terminated by one party with immediate effect where the other party: (i) makes a UK voluntary arrangement with its creditors; (ii) has an administrator appointed or becomes subject to Clause 9.2 an administration order; (iii) has a receiver appointed over any of its property or assets, or an encumbrance-related possession takes place; (iv) goes into any form of liquidation; or (v) takes or is subject to any action similar to the previous four specified above shall at (i) to (iv). 4.5 Turquoise may terminate this Agreement immediately or suspend, with immediate effect, the performance of its obligations under this Agreement without any liability whatsoever if: (i) the Customer fails to comply with any of its express or implied obligations under this Agreement and does not release any Party from any liability, remedy such failure within 30 calendar days after receiving written notice requiring such remedy; (ii) the Customer ceases to have the necessary communication facilities in place; (iii) Turquoise is directed to do so by a regulatory body with relevant authority; or (iv) Turquoise’s authorisation to manage the relevant financial markets for which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of it distributes Data is terminated. 4.6 Turquoise reserves the right to suspend or terminate receipt of Data by any recipient of any Party aggrieved type, direct or indirect, whether governed by any breach of this Agreement to be compensated for or not, where Turquoise reasonably believes that Data is being used in any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand way prohibited by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this Agreement.

Term and Termination. 9.1 13.1 This Agreement shall continue in full force and effect until commence on the Company is wound up or otherwise ceases Effective Date and, subject always to exist as a separate entity or unless terminated earlier by agreement between all the Parties or either party’s entitlement to terminate pursuant to Clause 9.2 below.this clause 13, shall continue for the Initial Subscription Term and, thereafter, be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: 9.2 This (a) either party gives written notice to terminate this Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (as the case may be), in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 13.2 Without prejudice to any other rights or remedies which the parties may have, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when Qubit may terminate this Agreement shall terminate without liability to the Customer immediately on giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in relation default not less than 14 days after being notified in writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereundermake such payment. 9.3 Termination of 13.3 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement pursuant without liability to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued other immediately on giving written notice to such Party. Nothing the other if: (a) (i) the other party is in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any material breach of this Agreement where the breach is incapable of remedy; or (ii) the other party is in material breach of this Agreement where the breach is capable of remedy and fails to be compensated remedy that breach within fourteen (14) days after receiving written notice of such breach; or (b) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 13.4 On termination of this Agreement for any loss, injury reason: (a) all licences granted by Qubit under this Agreement shall immediately terminate; (b) each party shall return or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand destroy as directed by any other Party, indemnify the other Parties against party and make no further use of any costequipment, lossproperty, liabilityConfidential Information and other items (and all copies of them) belonging to the other party; and (c) the accrued rights of the parties as at termination, claimor the continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, action, demand shall not be affected or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)prejudiced.

Term and Termination. 9.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods defined by the Renewal Period, unless: (a) either party cancels the Subscription; or (b) otherwise terminated in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the Licence other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement. 14.3 Scienap or the Company’s Articles of AssociationCustomer may terminate this agreement at any time for any reason. For Scienap must provide at least 30 days notice if the sake of clarity, Customer is not in default. The Customer does not need to provide any notice and will be refunded if and when this Agreement shall terminate applicable in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderaccordance with clause 14.4. This refund is unconditional. 9.3 Termination 14.4 On termination of this Agreement pursuant agreement for any reason: (a) all licences granted by Scienap under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to Clause 9.2 above the other party; (c) Scienap may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause (b), unless Scienap receives, no later than ten days after the date of termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data held by Scienap. Scienap shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not release any Party from any liability, which due at the time date of termination). The Customer shall pay all reasonable expenses incurred by Scienap in returning or disposing of Customer Data if termination has already accrued is due to such Party. Nothing in the immediately preceding sentence shall affect Customer; (d) any rights, remedies, obligations or be construed or operate as a waiver liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any Party aggrieved by any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; (e) the Customer shall immediately pay to Scienap all sums outstanding under this Agreement agreement; and (f) Scienap will refund any unused Subscription Fees to the Customer. An administration fee may be compensated charged by Scienap for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (This fee will not exceed £30+VAT or 30 days Subscription Fees, whichever is the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)lower.

Term and Termination. 9.1 10.1 This Agreement agreement shall commence on the date of final signature of the Quote or upon supply of Products to End User, which ever is earlier, and unless otherwise terminated as provided in this agreement shall continue for the Term (as defined in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowQuote) after which it shall automatically terminate. 9.2 This Agreement shall terminate in relation 10.2 Without prejudice to any Party after it ceases other rights or remedies to hold directly or indirectly any Shares that such Party holds pursuant which the parties may be entitled, a party may terminate the agreement without liability to the Required Israeli Percentage and/or other party if: (a) the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares party gives the other party 60 days’ prior notice in writing; or (b) the other party commits a material breach of any of the provisions terms of this Agreementagreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing of the breach; or (c) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding- up order; or (d) an order is made for the Licence appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the Companyappointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or manager; or (e) a receiver is appointed of any of the other party’s Articles assets or undertaking, or if circumstances arise which entitle a court of Association. For competent jurisdiction or a creditor to appoint a receiver or manager of the sake other party, or if any other person takes possession of clarityor sells the other party’s assets; or (f) the other party makes any arrangement or composition with its creditors, if and when this Agreement shall terminate or makes an application to a court of competent jurisdiction for the protection of its creditors in relation any way, or becomes bankrupt; or (g) the other party suspends, ceases, or threatens to Eurocom pursuant suspend or cease, to this Clause 9.2 hereof, Tapuz, an affiliate carry on all or a substantial part of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder.business; or 9.3 Termination (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of this Agreement pursuant debt; or (i) the other party takes steps to Clause 9.2 above shall not release register the agreement at any Party from any liability, which at the time of termination has already accrued to such Party. Nothing government or other registry in the immediately preceding sentence shall affect or be construed or operate as a waiver of Territory without the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party party’s express written consent first had and obtained; or (j) the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company Reseller (or any such Parties incur of Reseller’s group) is or which becomes subject to sanctions or is made against designated on any list of them arising out of or in relation to or in connection with any default prohibited and restricted parties (including those maintained by the Indemnifying Party UN, US, UK, EU, EU member states or other applicable government authorities), 10.3 The parties’ right to termination under any agreements with this agreement may be exercised without the Company’s lenders to which such Party is need for a party (including misrepresentations made by such Party in relation to information given by it)court order or further notice.

Term and Termination. 9.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause , commence on the Effective Date, shall continue in full force for successive periods of 12 months (the “Subscription Term”), unless: (a) either party notifies the other party of termination, in writing 28 days prior to the expiry of the subscription term. The subscription will automatically renew for a further period of 12 months, subject to the terms and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowconditions within this agreement. 9.2 This Agreement shall terminate (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementagreement; 14.2 Please note that continued access to the Service is dependant upon payment being received in advance. The Supplier therefore reserves the right to suspend or terminate the Service where payment is not received. 14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the Licence other if: (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the Company’s Articles winding up of Association. For the sake other party, or circumstances arise which entitle a court of clarity, if and when this Agreement shall terminate competent jurisdiction to make a winding-up order in relation to Eurocom pursuant the other party; or (c) an order is made for the appointment of an administrator to this Clause 9.2 hereofmanage the affairs, Tapuzbusiness and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an affiliate administrator of Eurocom that owns one Sharethe other party, shall also be released from all or notice of intention to appoint an administrator is given by the other party or its obligations directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the other party within the meaning of section 840 of the Income and restrictions hereunderCorporation Taxes Act 1988; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 9.3 Termination 14.4 On termination or expiry of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at agreement or the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated Subscription Term for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party reason: (the “Indemnifying Party”a) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party all licences granted under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).this agreement shall immediately terminate;

Term and Termination. 9.1 (a) This Agreement shall will become effective upon the date first set forth above, will continue in full force effect throughout the term of the Distribution Agreements, and effect until will terminate automatically upon any termination of the Company Distribution Agreements; provided, however, that, notwithstanding such termination of the Distribution Agreements, the Adviser will continue to pay to Distributor all fees to which Distributor is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds entitled pursuant to the Required Israeli Percentage and/or Distribution Agreements for services performed through such termination date and any other fees payable upon such termination. (b) This Agreement will terminate immediately and automatically in the Required Founders Percentageevent the Distributor is expelled as a member of the NASD, and the Adviser may terminate this Agreement immediately upon written notice in the event the Distributor's NASD membership is suspended. (c) In addition, either party may immediately terminate this Agreement in whole or if the provision of services having substantially the character, form and scope as applicablethose set forth hereunder becomes illegal or contrary to any applicable law, provided or with the service and payment model remaining substantially as reflected herein, a substantial risk that such Party a violation could occur would be incurred. (d) In addition, either party may immediately terminate this Agreement if it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other party materially breaches this Agreement and the breach is not disposed of such Shares in breach remedied within 30 days after the party wishing to terminate gives the breaching party written notice of the provisions breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of this Agreement, the Licence criminal or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing unethical behavior in the immediately preceding sentence shall affect conduct of its business; or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”iii) shall, in addition, on demand by any other Party, indemnify the other Parties against any costparty makes an assignment for the benefit of its creditors, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party files a voluntary petition under any agreements with bankruptcy or insolvency law, becomes the Company’s lenders to which such Party subject of an involuntary petition under any bankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for the other party (including misrepresentations made by such Party in relation to information given by it)or its property.

Term and Termination. 9.1 This Agreement 9.1. The Contract shall commence on the Commencement Date and shall continue for the Term unless otherwise terminated in full force accordance with the terms of the Contract. 9.2. After the expiration of the Term, the Contract shall automatically renew for successive one (1) year terms with each such one (1) year renewal extending the Term for such period unless written notice not to automatically renew is provided by either party at least ninety (90) days prior to the expiration of the current Term and effect until where such notice is provided the Company Contract shall expire on the next renewal date. 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 forthwith the Contract including the License, where Customer fails to pay the undisputed Fees 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 Products 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: 9.4.1. where the other party commits any breach of any material term or condition of the Contract provided that if the breach in question is wound up or otherwise 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 exist carry on business or a substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or 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 its debts as they fall due. 9.5. On expiration or termination for any reason: 9.5.1. all rights and all Licenses granted to the Customer under the Contract shall cease and be withdrawn; 9.5.2. the Customer shall cease all activities authorized by the License and cease any use of the Software; 9.5.3. the Customer waives any entitlement to any re-payment of any of the Fees already paid and will remain liable for any unpaid portion of the Fees, except where termination is as a separate entity result of a breach by SoftCo; 9.5.4. SoftCo shall delete any Customer data held by SoftCo and, if requested, certify to Customer that it has done so; 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 unless terminated earlier by agreement between all control and certify to SoftCo that it has done so in SoftCo’s required certification format; 9.5.7. the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement Customer shall terminate allow SoftCo conduct a termination audit (in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this AgreementSection 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 expiration provided it is exercised within twelve (12) months of such expiration or termination; and 9.5.8. all Products or Services which are requested post termination may be provided at SoftCo’s sole discretion, 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 provisions of SoftCo’s then standard terms but may be terminated by SoftCo at any time. 9.6. Where the Customer seeks to voluntarily terminate the Contract prior to the expiration of the Term, it shall be entitled to do so provided it pays, immediately prior to any such termination, the Licence or Termination Amounts and the Company’s Articles of Association. For Customer acknowledges and accepts, in particular, the sake of clarity, if and when this Agreement shall terminate in relation obligation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from pay all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing amounts as are provided for in the immediately preceding sentence shall affect or be construed or operate as a waiver of Termination Amounts having regard to the right of any Party aggrieved by any breach of this Agreement to be compensated for any lossoriginal agreed full Term, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense upon which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by Fees and each payment over the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Term was calculated and based.

Term and Termination. 9.1 This 13.1 The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the Company is wound up or otherwise ceases to exist as for a separate entity or period of [***] years thereafter, unless earlier terminated earlier by agreement between all the Parties or either party pursuant to Clause 9.2 belowthis Section. Within ninety (90) days of the [***] anniversary of the Effective Date, the parties agree to negotiate in good faith any renewal of this Agreement. 9.2 This 13.2 Either party may terminate this Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant upon [***]days written notice to the Required Israeli Percentage and/or other party if the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares other party is in material breach of this Agreement and such material breach is not cured within such period. 13.3 If either party: (a) becomes insolvent; (b) makes an assignment for the provisions benefit of creditors; (c) files or has filed against it a petition in bankruptcy or seeking reorganization; (d) has a receiver appointed; and/or (e) institutes any proceedings for liquidation or winding up; then the other party may terminate this Agreement immediately by written notice. 13.4 Within ten (10) days after expiration or termination of this Agreement, each party shall (a) return or destroy the Licence original and all copies of any Confidential Information (including all Deliverables) in its possession or control, including but not limited to all copies contained on any magnetic or optical storage device owned or controlled by such party, and (b) provide the Company’s Articles other with a statement, signed by a authorized officer of Associationsuch party, that the originals and all copies have been returned or destroyed. For the sake of clarityUpon expiration or termination, if and when all licenses granted in this Agreement will cease and shall terminate in relation have no further effect; provided that end users of the Programs shall be permitted the continued and uninterrupted use. Upon expiration or termination, each Party will remain THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Confidential Treatment Request Confidential obligated under this Agreement for transactions that have already been completed and to Eurocom pursuant those parts of the Agreement relating to this Clause 9.2 hereofownership, Tapuzconfidentiality, an affiliate warranties, indemnity, limitation of Eurocom that owns one Shareliability, shall also be released from all its payment terms, obligations upon expiration or termination, and restrictions hereunder. 9.3 Termination any other applicable provisions which by their nature would survive any such expiration or termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Agreement.

Term and Termination. 9.1 This 11.1. The term of this Agreement shall commence when this Agreement is signed by both Parties (the “Effective Date”) and, unless terminated as provided in this Section 11, shall continue in full force and effect until thereafter. 11.2. Without derogating from the Company Parties' rights hereunder or by law to any other or additional remedy or relief, it is wound agreed that either Party may terminate this Agreement and the License hereunder by serving a written notice to that effect on the other upon or after: 11.2.1. the commitment of a material breach hereof by the other Party, which material breach cannot be cured or, if curable, which has not been cured by the Party in breach within thirty (thirty) days after receipt of a written notice from the other Party in respect of such breach, or 11.2.2. the granting of a winding-up order in respect of the other Party, or otherwise ceases upon an order being granted against the other Party for the appointment of a receiver, or if such other Party passes a resolution for its voluntary winding-up, or if a temporary or permanent liquidator or receiver is appointed in respect of such other party, or if a temporary or permanent attachment order is granted on such other party's assets, or a substantial portion thereof, or if such other Party shall seek protection under any laws or regulations, the effect of which is to exist suspend or impair the rights of any or all of its creditors, or to impose a moratorium on such creditors; provided that in the case that any such order or act is initiated by any third party, the right of termination shall apply only if such order or act as a separate entity aforesaid is not cancelled within 60 (sixty) days of the grant of such order or unless terminated earlier the performance of such act. 11.3. Upon the termination of this Agreement by agreement between all Mircod pursuant to Section 11.2, the License granted to ORGS under Section 4.1 shall terminate. , it being undertoof however, that Mircod shall not be entitled to make use of the Project Results and/or Resulting Patents, without prior consent of ORGS. 11.4. Neither expiration of this Agreement, nor termination of this Agreement for any reason, shall relieve the Parties or pursuant of any obligation accruing prior thereto and shall be without prejudice to Clause 9.2 below. 9.2 This Agreement shall terminate in relation the rights and remedies of either Party with respect to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in antecedent breach of the provisions of this Agreement. 11.5. Without limiting the generality of the foregoing, the Licence no expiration or the Company’s Articles termination of Association. For the sake this Agreement, whether by lapse of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Sharetime or otherwise, shall also be released from all its serve to terminate the obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any lossParties hereto under Sections 1, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall3, in addition8, on demand by any other Party10, indemnify the other Parties against any cost11.3 through 11.5, loss, liability, claim, action, demand or expense which the Company or 13 and 14 shall survive any such Parties incur expiration or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)termination.

Term and Termination. 9.1 a. This Agreement shall be effective when signed by both ▇▇▇▇▇ and UNIGENE and continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowterminated. 9.2 This ▇. ▇▇▇▇▇ may terminate this Agreement shall terminate in relation and/or the Work Order by giving 30 days written notice to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant UNIGENE. In the event this Agreement and/or the Work Order is terminated prior to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach completion of the provisions deliverables set forth in the Work Order, ▇▇▇▇▇ shall pay Unigene a one time penalty of 2.5% of the total amount invoiced or to be invoiced as set forth in the Work Order. c. If one party defaults in the performance of, or fails to perform, any of its material obligations under this Agreement, and such default is not remedied, or significant progress is not made towards resolving such default, within thirty (30) days of the receipt of written notice from the non-defaulting party, then the non-defaulting party shall have the right to terminate this Agreement upon written notice and avail itself of any and all rights and remedies to which it may be entitled by law or in equity. d. Either party may terminate this Agreement effective immediately without liability upon written notice to the other if any one of the following events occurs: (a) the other party files a voluntary petition in bankruptcy or an involuntary petition is filed against it, (b) the other party is adjudged a bankrupt, (c) a court assumes jurisdiction of the assets of the other party under federal reorganization act, (d) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of the other party, (e) the other party becomes insolvent or suspends business, or (f) the other party makes an assignment of its assets for the benefit of its creditors. e. Upon termination or expiration of this Agreement, neither ▇▇▇▇▇ nor UNIGENE will have any further obligations under this Agreement, or in the Licence case of termination or expiration of a Work Order, under that Work Order, except that (a) UNIGENE will terminate all services in progress in an orderly manner as soon as practical and in accordance with a schedule agreed to by ▇▇▇▇▇, unless ▇▇▇▇▇ specifies in the Company’s Articles notice of Association. For the sake of claritytermination that services in progress should be completed, if (b) UNIGENE will deliver to ▇▇▇▇▇ any Materials in its possession or control and when this Agreement shall terminate in relation all Work Product developed through termination or expiration, (c) ▇▇▇▇▇ will pay UNIGENE any fees due up to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued or expiration, for services actually performed and all authorized expenses actually incurred (to such Party. Nothing the extent specified in the applicable Work Order), and (d) UNIGENE will immediately preceding sentence shall affect return to ▇▇▇▇▇ all Confidential Information and copies thereof provided to UNIGENE under this Agreement or be construed under any Work Order which has been terminated or operate as has expired. f. In connection with a waiver of the right of any Party aggrieved by any breach termination of this Agreement Agreement, prior to be compensated for any loss, injury and following such termination UNIGENE shall provide such assistance as ▇▇▇▇▇ may reasonably request in transitioning ▇▇▇▇▇ information and materials to ▇▇▇▇▇ or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)its designated replacement vendor.

Term and Termination. 9.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in full force and effect until writing, at least 30 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by any Renewal Period, in which case this agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the Licence other if: (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the Company’s Articles winding up of Association. For the sake other party, or circumstances arise which entitle a court of clarity, if and when this Agreement shall terminate competent jurisdiction to make a winding-up order in relation to Eurocom pursuant the other party; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the other party within the meaning of section 840 of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.3 On termination of this Clause 9.2 hereofagreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, Tapuzproperty, an affiliate Documentation and other items (and all copies of Eurocom them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that owns one Sharethe Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall also not be released from all its obligations and restrictions hereunderaffected or prejudiced. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This 6.1 Following expiry of the Fixed Period, this Agreement shall continue in full force unless and effect until either party gives to the Company is wound up other not less than 30 days’ written notice to terminate the Agreement on or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all after the Parties or pursuant to Clause 9.2 belowexpiry of the Fixed Period. 9.2 6.2 Notwithstanding the Fixed Period, SN shall be entitled to terminate this Agreement (and installation of every Coffee Bar under this Agreement or any other similar agreement) in whole or on a site-by-site basis at any time by giving the Retailer at least 30 days’ notice of termination at any time. 6.3 Notwithstanding the Fixed Period, the Retailer may terminate this Agreement (and installation of every Coffee Bar under this Agreement) in whole or on a site-by-site basis at any time by giving SN at least three months’ notice of termination at any time. 6.4 This Agreement may be terminated by either party immediately on giving notice in writing to the other party if an Event of Default affecting that other party has occurred. 6.5 For the purposes of clause 6.4 the following shall terminate severally be “Events of Default”: 6.5.1 if the arrangement between SN and the Retailer relating to the supply and distribution of newsprint titles terminates or is suspended for any reason at any time or if the Retailer is in breach of any other agreement in place between SN and the Retailer; 6.5.2 if any consent, licence or other permission of any landlord, mortgagee or other person with an interest in the Retailer’s premises or any permission required in relation to the Coffee Bar, is properly withdrawn; 6.5.3 if either party shall be in material or persistent breach of any Party after of its obligations and, in the case of a material breach capable of being remedied, shall have failed to remedy the breach within fourteen (14) days of the receipt of a request in writing from the other party to remedy such breach; 6.5.4 if either party stops trading or gets into a position whereby it ceases cannot pay its debts and/or an insolvency situation arises (for example a receiver, liquidator or administrator, trustee or someone similar is appointed over any of its assets or it proposes to hold directly make any arrangement with its creditors or indirectly it goes into liquidation); 6.5.5 if either party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; 6.5.6 if either party, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any Shares that such Party holds pursuant mental health legislation; or 6.5.7 if the Retailer: 6.5.7.1 does something which has damaged SN’s brand, reputation or goodwill; 6.5.7.2 does not comply with SN’s reasonable written requirements as notified to the Required Israeli Percentage and/or Retailer from time to time for the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach secure and proper operation of the provisions Coffee Bar, including, without limitation, adhering to the Operational Guidelines; or 6.5.7.3 fails to pay an SN invoice in full on the payment due date on two (2) or more consecutive occasions or on any four (4) or more occasions in any period of this Agreementsix (6) months, the Licence or the Company’s Articles such other number of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderoccasions as ▇▇ ▇▇▇▇▇ unreasonable. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This Unless this Agreement shall continue is terminated earlier in full force and accordance with this Section 11, it will remain in effect until the Company expiration of all outstanding Order Forms issued hereunder. Either party may terminate this Agreement if the other party (i) commits a material breach of this Agreement that is wound up not cured within 30 days after written notice thereof from the non-breaching party; or otherwise ceases (ii) becomes the subject of any petition in bankruptcy or any proceeding relating to exist as a separate entity insolvency, receivership, liquidation or unless terminated earlier by agreement between all composition for the Parties benefit of creditors and such petition or proceeding is not withdrawn or dismissed within 60 days after filing. Aventri may, at its option, terminate this Agreement upon written notice if (i) payment of any undisputed invoiced amount is overdue and Client fails to pay the overdue amount within thirty (30) days of Aventri’s written notice; or (ii) Client breaches any obligation relating to Aventri’s Intellectual Property Rights. In addition to and independent of its right to terminate this Agreement pursuant to Clause 9.2 below. 9.2 This Sections 11(b) or (c) above, Aventri may, at its option, suspend any Service(s) upon notice to Client if (i) Aventri reasonably believes that Client’s use of the Services (A) breaches this Agreement or any Aventri Documentation, (B) interferes with the normal stability or performance of the Services or the Platform or (C) negatively impacts another customer’s use of the Services or the Platform; (ii) payment of any undisputed invoiced amount is overdue; or (iii) Aventri reasonably believes that its continued provision of the applicable Service(s) would cause either party to be in violation of Applicable Law. The parties will cooperate in good faith to resolve any of the foregoing circumstances, and ▇▇▇▇▇▇▇ shall terminate resume the Service(s) and Client’s access to the Platform at such time as Aventri determines, in relation to any Party after it ceases to hold directly or indirectly any Shares its reasonable discretion, that such Party holds circumstance has been resolved. Nothing in this Section 11(d) shall affect the right of Aventri to terminate this Agreement for cause pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions Section 11(b) or (c). Upon any termination of this Agreement, Client shall: (i) promptly return to Aventri all Confidential Information of Aventri in Client’s possession or control; (ii) immediately cease use of the Licence or Services and the CompanyPlatform, including prohibiting access to the Services by any Authorized Users; (iii) pay Aventri in full, within thirty (30) days of termination, all outstanding amounts due hereunder; and (iv) return all equipment and hardware provided by Aventri within ten (10) days of termination. Upon request by ▇▇▇▇▇▇▇, Client will deliver a written certification of its compliance with the foregoing, signed by an officer of the Client. At Client’s Articles request, and for a period of Associationup to 60 days following the termination of this Agreement, Client may access the Services solely to the extent necessary for Client to retrieve Client Materials from the Platform. For Client agrees and acknowledges that ▇▇▇▇▇▇▇ has no obligation to retain Client Materials after 60 days following termination of this Agreement. Termination of the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereofSection 11 shall automatically terminate any and all Order Forms, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations Addendums and restrictions SOWs outstanding hereunder. 9.3 Termination . On termination or expiration of this Agreement pursuant Agreement, Sections 4 (Fees), 6 (Proprietary Rights), 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), 11 (Termination), 13 (Export Control and Data Privacy), and 14 (General) shall continue to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Partysurvive in accordance with their respective terms. Nothing Client acknowledges that in the immediately preceding sentence shall affect event of any termination by Aventri under Section 11(b) or be construed or operate as a waiver (c), it remains liable for payment of the right balance of Fees set forth on any Party aggrieved by any breach of Order Forms. The remedies available to Aventri under this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)are cumulative and non-exclusive.

Term and Termination. 9.1 14.1 This Agreement shall continue in full force commence on the Contract Date and effect until shall terminate upon the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all expiry of the Parties or pursuant to Clause 9.2 belowInitial Period. 9.2 This 14.2 If the Customer wishes to extend the Agreement beyond the Initial Period, the Customer shall terminate in relation give written notice to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to Matrix no later than 1 months before the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach end of the provisions Initial Period. The parties shall use all reasonable endeavours to agree the terms of the extension, including (1) the duration of the extension (the "Extension Period"), (ii) the charges payable in respect of the extension period, and (iii) any other amendments to this AgreementAgreement that the parties agree are appropriate. Subject to agreement of all such terms in writing no later than the end of the Initial Period, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate be extended accordingly. Further Extensions Periods may also be agreed from time to time on the basis set out in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder14.2. 9.3 Termination 14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement pursuant and (if such a breach is remediable) fails to Clause 9.2 above shall not release any Party from any liability, which at the time remedy that breach within 30 days of termination has already accrued to such Party. Nothing that party being notified in the immediately preceding sentence shall affect or be construed or operate as a waiver writing of the right breach; (b) the other party repeatedly breaches any of the terms and conditions of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the Agreement; or (c) the other party becomes or is declared insolvent, is the subject of any Party aggrieved by any breach proceeding relating to its liquidation, winding-up, insolvency or the appointment of a receiver, administrator or similar officer, makes an assignment for the benefit of all or substantially all of its creditors or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations. 14.4 On termination of this Agreement to be compensated for any lossreason: (a) all licences granted under this Agreement shall immediately terminate; (b) the Customer shall make no further use of any equipment, injury property, Documentation or damages resulting therefrom which is incurred either before other items (or after such termination. Each Party any copy thereof) belonging to Matrix; and (c) Matrix shall promptly deliver to the “Indemnifying Party”) shallCustomer all Customer Data in its possession, in additionExcel, on demand by CSV or such other format as the Customer may reasonably request, and certify that it has not retained any other Partycopies. 14.5 The accrued rights of the parties as at the effective date of termination, indemnify or the other Parties against continuation after termination of any costprovision expressly stated to survive or implicitly surviving termination, loss, liability, claim, action, demand shall not be affected or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)prejudiced.

Term and Termination. 9.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in full force and effect until writing, at least 60 days before the Company is wound up end of the Initial Term or otherwise ceases to exist as a separate entity or unless terminated earlier by any Renewal Period, in which case this agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Upon automatic renewal an invoice for renewal payment will be issued unless payments are made by standing order, in which case these payments will continue. 14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 14.4 On termination of this agreement for any reason: (a) all unbilled charges will be notified to the Customer and all outstanding fees and charges will become due and payable; (b) all licences granted under this agreement shall immediately terminate; (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 other party; (d) the Supplier will permit the Customer read-only access to a then current copy of the Customer Data hosted on the Software and available to the Supplier via ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any other website notified to the Customer by the Supplier for a period of 45 days after the effective date of termination of this Agreement, provided that the Licence Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); (e) any backup copies of the Customer Data will remain with the Supplier for the duration of the data retention period as set out in its Backup Policy available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/backup-policy. After such time the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). (f) The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (g) the accrued rights of the parties as at termination, or the Companycontinuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. 14.5 In the event Supplier threatens to or ceases to trade leaving no successor entity that can immediately assume and is reasonably capable of performing all of the Supplier’s Articles obligations under this agreement: (a) the Supplier shall source a hosting provider for the Software for the Customer to use at the Customer’s costs and install the Software and Customer Data to enable the Customer to continue use of Associationthe Software only for the duration of the current Subscription Term (without any further automatic Renewal Period). (b) The Customer shall make no copies or modifications to the Software except as may be necessary to implement the Customer’s rights hereunder. In support of the foregoing, the Supplier hereby grants to the Customer the fully paid up, non-exclusive royalty-free right and license, to use and host (and to authorise a third party to use and host for such purposes for Customer’s sole benefit under its direction and control) the Software only for the duration of the Subscription Term (without any further automatic Renewal Period). (c) Without limiting the generality of the foregoing, the Customer is expressly forbidden from creating or distributing any product using the Software or any information obtained from it. The Software will be the Supplier’s Confidential Information and Intellectual Property in perpetuity. For the sake avoidance of claritydoubt, if Supplier will have no hosting, warranty, or support and when maintenance obligation with respect to the Software after release under this Agreement shall terminate in relation clause 13.5. At the end of the Subscription Term, any license granted to Eurocom Customer pursuant to this Clause 9.2 hereofclause 13.5 will terminate, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from and the Customer will destroy all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver copies of the right Software and certify to Supplier the destruction of any Party aggrieved by any breach all other copies of this Agreement to be compensated for any loss, injury the Software in its possession or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)its control.

Term and Termination. 9.1 This Agreement shall continue in full force become effective on the date of its execution and effect until shall have a term of three (3) years from its effective date subject to earlier termination as provided herein. At the Company is wound up or otherwise ceases to exist as a separate entity or expiration of the three (3) year term, this Agreement may be renewed for subsequent terms of one (1) year each unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 beloweither party upon not less than ninety (90) days written notice. 9.2 This If either party should default in the performance of any material obligation assumed under this Agreement (an Event of Default), then the non-defaulting party may give written notice to the defaulting party which notice shall specify the Event of Default. After receipt of such notice, the defaulting party shall have a period of 30 days in which to cure the Event of Default. If such Event of Default is not cured within such period, then the non-defaulting party may terminate in relation this Agreement at any time upon written notice to the defaulting party. Any such termination shall be without prejudice to any Party after it ceases to hold directly or indirectly other rights which the non-defaulting party may have as a result of any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of this Agreement. 9.3 Either party shall be entitled forthwith to terminate this Agreement by written notice to the other if: (a) an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party; (b) that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order; (c) that other party goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the Licence company resulting from the reorganisation effectively agrees to be bound by or to assume the Company’s Articles obligation imposed on that other party under this Agreement); or (d) that other party ceases, or threatens to cease, to carry on business. 9.4 This Agreement may terminate at any time with the written agreement of Association. For the sake both parties. 9.5 Any waiver by either party of clarity, if and when a breach of any provision of this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also not be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate considered as a waiver of any subsequent breach of the same or any other provision. 9.6 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 Party aggrieved by any breach other breach. 9.7 Upon the termination of this Agreement to be compensated for any lossreason, injury subject as otherwise provided in this Agreement and to any rights or damages resulting therefrom obligations which is incurred either before or after such have accrued prior to termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by neither party shall have any other Party, indemnify further obligation to the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this Agreement.

Term and Termination. 9.1 7.1 This Agreement shall continue take effect on the date of execution of this Agreement and shall remain in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below7.2. 9.2 7.2 This Agreement shall terminate may be terminated: Consulting Services Agreement 7.2.1 By either Party giving written notice to the other Party if the other Party has committed a material breach of this Agreement (including, but not limited to, the failure by Party B to pay the Consulting Services Fee) and such breach, if capable of remedy, has not been so remedied within fourteen (14) days, in relation the case of breach of a non-financial obligation, following the receipt of such written notice; 7.2.2 By either Party giving written notice to any the other Party after it if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to hold directly carry on business or indirectly any Shares that such becomes unable to pay its debts as they become due; 7.2.3 By either Party holds pursuant giving written notice to the Required Israeli Percentage and/or other Party if, for any reason, the Required Founders Percentageoperations of Party A are terminated; 7.2.4 By either Party giving written notice to the other Party if the business license or any other license or approval material for the business operations of Party B is terminated, as applicable, provided that such cancelled or revoked; 7.2.5 By either Party has not disposed of such Shares in breach of giving written notice to the provisions other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement, the Licence ; or 7.2.6 By election of Party A with or the Company’s Articles of Associationwithout reason. For the sake of clarity, if and when this Agreement shall Consulting Services Agreement 7.3 Any Party electing to terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above 7.2 shall not release any have no liability to the other Party for indemnity, compensation or damages arising solely from any liabilitythe exercise of such termination right, which at provided that the time of expiration or termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement shall not affect the continuing obligation of Party B to be compensated for pay any lossConsulting Services Fees already accrued or due and payable to Party A. Upon expiration or termination of this Agreement, injury or damages resulting therefrom which is incurred either before or after such termination. Each all amounts then due and unpaid to Party (the “Indemnifying Party”) shallA by Party B hereunder, in additionas well as all other amounts accrued but not yet payable to Party A by Party B, on demand shall thereby become due and payable by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation Party B to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).A.

Term and Termination. 9.1 (a) The initial term of this Agreement shall begin on the Effective Date and end on the 2nd anniversary of the Effective Date. This Agreement shall continue automatically renew for additional one (1) year terms provided, however, that either party may terminate this Agreement by delivering to the other party written notice of termination at least sixty (60) days prior to the end of the then current term. This Agreement may also be terminated (i) by Wachovia upon 90 days written notice if Client defaults in full force the payment of any undisputed Charges, (ii) by either party if the other party breaches a material obligation under this Agreement and effect until such other party fails to substantially cure such default within thirty (30) days after receiving written notice of the Company default or, for those defaults not capable of cure within thirty (30) days, fails to promptly commence curing such default within thirty (30) days, (iii) by either party if the other party becomes insolvent or makes an assignment for the benefit of creditors, voluntary or proceedings are instituted under any bankruptcy or insolvency law against the other party or a receiver or custodian is wound up appointed for the other party, or otherwise ceases (iv) by Client for convenience upon 30 days written notice. Notwithstanding anything in this Agreement to exist as a separate entity the contrary, Wachovia shall be permitted to immediately suspend the provision of any portion or unless terminated earlier all of the Services, if Wachovia reasonably determines that: (i) Client or one of Client’s customers is using the Services for an illegal purpose; or (ii) continuing to provide the Services exposes Wachovia to an unreasonable reputational, legal or monetary risk for which Wachovia cannot reasonably expect to be indemnified by agreement between all the Parties or pursuant to Clause 9.2 belowClient. 9.2 This Agreement (b) Upon termination, Wachovia shall terminate continue to provide services at the levels stated herein through the notice period. The Parties shall joint develop a commercially reasonable exit plan for an orderly transition of the Services to a new provider, Wachovia shall provide commercially reasonable assistance and cooperation in relation order to avoid any Party after it ceases interruption in services during the transition to hold directly or indirectly any Shares that such Party holds pursuant a new provider. Upon the termination of Services each party will certify to the Required Israeli Percentage and/or other that all systems used to provide and monitor the Required Founders Percentage, as applicable, provided Services are disconnected. In addition Wachovia shall certify that such Party it has not disposed returned any Client data in its possession that Wachovia is capable of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderreturning. 9.3 Termination (c) Once the notice of this Agreement pursuant termination period has expired, Wachovia will make available to Clause 9.2 above shall not release any Party from any liability, which the Client all Client data for a period of two (2) years that is maintained in the Wachovia image archive at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (All Client data will be purged automatically as it expires. The Client will be required to continue to pay the “Indemnifying Party”) shall, monthly maintenance fee to access the Client data as described in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this section.

Term and Termination. 9.1 12.1 This Agreement shall continue in full force be effective from the Effective Date and effect until expire on the Company is wound up or otherwise ceases first (1st) anniversary of the Effective Date (the Term). The Term shall be automatically renewed for additional periods of 12 months (each a Renewal Term) unless either Party provides written notice to exist as the other Party at least three (3) months prior to the beginning of a separate entity or unless terminated earlier by agreement between all Renewal Term that it does not desire to renew the Parties or pursuant to Clause 9.2 belowAgreement. 9.2 12.2 This Agreement shall terminate be terminated forthwith upon the sending of notice in relation writing upon the occurrence of one or more of the following events: (a) by either Party hereto, if the other Party or its creditors or any other eligible party makes a filing for said Party’s liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if said Party is unable to pay any debts as they become due except otherwise legally extended, or has explicitly or implicitly suspended payment of any debts as they become due (except debts contested in good faith), or if the creditors of said Party after it ceases have taken over its management, or if any material or significant part of said Party’s undertaking, property, or assets shall be intervened in, expropriated, or totally or partially confiscated by action of any government; (b) by either Party hereto, if the other Party shall commit a material breach of any of its obligations under this Agreement which shall not be remedied within thirty (30) days, or a shorter period if expressly required herein, from the giving of written notice requiring said breach to hold directly be remedied; (c) by either Party, if there shall at any time occur any change in the ownership or indirectly control of either Party which the other Party reasonably deems to be material; or (d) if any Shares that such Party holds pursuant subsequent enactment of law or regulation or any subsequent action (or failure to act) by governmental authority in BUYER’s or SELLER’s country shall, in the reasonable opinion of a Party: (i) make performance of this Agreement impossible or unreasonably expensive or unreasonably difficult for said Party, (ii) materially alter the rights and obligations of the Parties from those agreed and contemplated by this Agreement; or (iii) interfere with the benefits contemplated herein to be received by said Party. 12.3 Termination of this Agreement shall be without prejudice to the Required Israeli Percentage and/or accrued rights and liabilities of the Required Founders PercentageParties at the date of termination, as applicable, unless waived in writing by the Party enjoying the right or to whom the liability is owed. 12.4 Upon termination of this Agreement for any reason: (a) all obligations undertaken in this Agreement shall forthwith terminate; provided that such Party has not disposed all terms and conditions of such Shares this Agreement which are destined (whether expressed or not) to survive the duration or termination of this Agreement including, without limitation, Articles 8, 10, 11, 12, 13, 14, 15, and 16 shall so survive; (c) the Forecast and outstanding Purchase Orders, which have been confirmed by SELLER, shall continue to be executed by the Parties in breach of accordance with the terms thereof and the provisions of this Agreement, Agreement shall continue to apply thereto until the Licence or the Company’s Articles pertinent transactions shall have been completed; and (d) a termination of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any relieve either Party from any liability, which at obligations accrued to the time date of termination has already accrued or relieve the Party in default or breach from liability for damages to such Party. Nothing in the immediately preceding sentence shall affect other for default or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Agreement.

Term and Termination. 9.1 12.1 This Agreement agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with this clause 12, for the Initial Term, when it shall terminate automatically without notice unless, no later than [NUMBER] months before the end of the Initial Term (or any Following Term agreed under this clause 12), the parties agree in writing that the term of the agreement shall be extended for a Following Term. Unless it is further extended under this clause or terminated earlier in accordance with this clause 12, the agreement shall terminate automatically without notice at the end of a Following Term. 12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of this agreement or any Statement of Work which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified [in writing] to do so; (b) the other party repeatedly breaches any of the terms of this agreement or any Statement of Work in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement or any Statement of Work; (c) if the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or(being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇, or (being a partnership) has any partner to whom any of the foregoing apply; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other (being a company) than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c) to clause 12.2(i) (inclusive); or (k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 12.3 Client may terminate a Statement of Work immediately by written notice to Supplier if Supplier fails to achieve the Traffic Threshold for any period of three calendar months. 12.4 Client may terminate this agreement in whole (including all Statements of Work) or in part (including any relevant Statement of Work) for convenience at any time by at least thirty (30) days' prior written notice to Supplier. 12.5 Client may terminate this agreement immediately, at any time and in whole where Supplier has breached clause 8.5 by providing written notice to Supplier. 12.6 On expiry or termination of this agreement or a Statement of Work: (a) all applicable licences granted to Supplier under this agreement or a Statement of Work (as the case may be) shall terminate immediately; (b) Supplier shall at Client's request, either promptly return or destroy all Confidential Information and/or Materials belonging to Client and connected with this agreement or a Statement of Work (as the case may be) in its possession and control and issue a certificate of such return and/or destruction. For avoidance of doubt, if any Confidential Information and/or Materials are stored within computer systems owned or controlled by Supplier, Supplier shall ensure that such Confidential Information and/or Materials are expunged from such computer systems; (c) on request, certify in writing to Client that it has complied with the requirements of clause 12.6(b); and (d) Client shall pay undisputed Charges that are due and payable to the Supplier. 12.7 On termination of this agreement or a Statement of Work (however arising) the accrued rights and liabilities of the parties as at termination, and the following clauses, shall survive and continue in full force and effect until the Company is wound up or otherwise ceases effect: clause 1, clause 2, clause 4.3, clause 8.1, clause 8.2, clause 8.3, clause 9, clause 11, clause 12.6, clause 12.7, clause 12.8, clause 13, clause 15 and clause 16 to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowclause 28. 9.2 This Agreement 12.8 Termination of this agreement or any Statement of Work shall terminate in relation to not affect any Party after it ceases to hold directly rights, remedies, obligations or indirectly any Shares liabilities of the parties that such Party holds pursuant have accrued up to the Required Israeli Percentage and/or date of termination, including the Required Founders Percentage, as applicable, provided that such Party has not disposed right to claim damages in respect of such Shares in any breach of the provisions agreement which existed at or before the date of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereundertermination. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 12.1 This Agreement agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to this clause 12) continue for the initial period set out in the Proposal/Scoping Document (“Initial Term”) and shall continue thereafter from year to year until terminated upon either party in full force and effect until accordance with the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions Terms of this Agreement. 12.2 The Customer may terminate this agreement upon giving not less than thirty days’ notice in writing to expire on the annual anniversary of the Effective Date. 12.3 Either party may terminate this agreement immediately at any time by written notice to the other party if: (a) that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or (b) that other party: ceases to trade (in whole, or part), becomes insolvent or unable to pay its debts, a person is appointed to manage or take control of the Licence whole or part of the Companybusiness or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court, or (c) the ability of that party’s Articles creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of Association. For that party’s creditors accept an amount of less than the sake sums owing to them in satisfaction of claritythose sums; or (d) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, if and when shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction). 12.4 On termination of this Agreement agreement by Sure Communication all licences granted by Sure Communication under this agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderimmediately. 9.3 Termination 12.5 On expiry or termination of this Agreement pursuant to Clause 9.2 above agreement Sure Communication shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver request and expense of the right of any Party aggrieved by any breach of this Agreement Customer return to be compensated for any loss, injury them or damages resulting therefrom which destroy the Materials and/or Confidential Information and provide such assistance as is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default reasonably requested by the Indemnifying Party under any agreements with Customer to transfer the CompanySite to the Customer or another service provider, subject to payment of Sure Communication’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)expenses reasonably incurred.

Term and Termination. 9.1 This Agreement shall continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed 6.1 The term of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate expire on **************** and may be earlier terminated in relation the following events:- (a) At the option of CSM, *********************************** *********************** of the amount required in accordance with Annex A and Customer fails to Eurocom pursuant make payment of the shortfall up to this the amount required in accordance with Annex A to CSM within the period set out in Clause 9.2 hereof5.2; (b) At the option of CSM, Tapuzin the event that the Customer Actual Loading is in aggregate less than *** of the Customer Loading Commitment for ** consecutive calendar months; (c) At the option of Customer, in the event that CSM fails to deliver to Customer in aggregate at least *** of the Customer Actual Loading for ** consecutive calendar months; (d) At the option of either Party, in any of the following events:- (i) the inability of the other Party to pay its debts in the normal course of business; or (ii) the other Party ceasing or threatening to cease wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction or amalgamation without insolvency; or (iii) any encumbrancer taking possession of or a receiver, manager, trustee or judicial manager being appointed over the whole or any substantial part of the undertaking, property or assets of the other Party; or (iv) the making of an affiliate order by a court of Eurocom that owns one Sharecompetent jurisdiction or the passing of a resolution for the winding-up of the other Party or any company controlling the other Party, shall also be released from all its obligations and restrictions hereunderotherwise than for the purpose of a reconstruction or amalgamation without insolvency. 9.3 6.2 Termination of this the Agreement pursuant to Clause 9.2 above 6.1 shall not release any take effect immediately upon the issue of a written notice to that effect by the Party from any liability, which at terminating the time of Agreement to the other. The termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement howsoever caused shall be without prejudice to be compensated for any loss, injury obligations or damages resulting therefrom rights of either Party which have accrued prior to such termination and shall not affect any provision of this Agreement which Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. is incurred either before expressly or by implication provided to come into effect on or to continue in effect after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This (a) The term of this Agreement shall commence on the Effective Date and, subject to earlier termination as provided herein, shall continue for a period of ten (10) years; provided that, upon the mutual written agreement of the Parties, the term of this Agreement may extend for a renewal term of an additional period of ten (10) years. (b) Either Party may terminate this Agreement for a material breach by the other Party of the terms and conditions of this Agreement upon written notice to the breaching party, which is given no less than thirty (30) days prior to an effective date of termination, and which specifies in reasonable detail the nature of such breach. If the breaching Party cures such breach prior to the effective date of termination, this Agreement shall not terminate and will continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 beloweffect. 9.2 This (c) Either Party may, by giving the other Party written notice of termination, immediately terminate this Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant if upon the occurrence of a Bankruptcy with respect to the Required Israeli Percentage and/or other Party is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the Required Founders Percentagebenefit of creditors, is unable to meet its obligations in the normal course of business as applicable, provided that such Party has not disposed of such Shares in breach they fall due or if a receiver is appointed on account of the provisions other Party's insolvency. (d) EarthShell shall have the right to terminate this Agreement when and as provided in Section 2(e) hereof. (e) From and after the effective date of the expiration of the term of this Agreement, the Licence Agreement or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination termination of this Agreement pursuant to Clause 9.2 above this Section 13 hereof, Sublicensee shall not release have no right, whatsoever, to utilize the Technology or Trademarks, and Sublicensee shall promptly return to EarthShell all written materials or other tangible media containing any Party from any liability, Trade Secrets which at the time of termination has already accrued to such Party. Nothing are then in the immediately preceding sentence possession of Sublicensee. Sections 4, 5, 6, 8, 10(g), 12, 13(e), 14, 15, 16, 17, 18, 19, and 21 shall affect or be construed or operate as a waiver survive termination of this Agreement. The obligation of Sublicensee to pay to EarthShell the Royalty for all Products actually sold by Sublicensee prior to the effective date of the right of any Party aggrieved by any breach expiration or termination of this Agreement shall survive the expiration or termination of this Agreement. (f) EarthShell shall have the right to terminate this Agreement upon written notice to Sublicensee if (i) Sublicensee does not place a binding purchase order with an authorized equipment vendor of EarthShell for the purchase of eight (8) Modules to be compensated for any loss, injury or damages resulting therefrom which delivered as soon as practicable that is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made unconditionally accepted by such Party in relation to information given vendor no later than five (5) calendar days after the Effective Date or (ii) the initial Module ordered by it)Sublicensee is not fully installed and operational within six months after the Effective Date.

Term and Termination. 9.1 15.1 Subject to the provisions as to termination, this Agreement shall be for a period of three years from 1 April 2009 to 31 March 2012. There shall be a formal review of the operation of the Agreement and its terms and conditions at the end of each year of the Agreement. During the course of the third year of this Agreement the parties shall review the Agreement and decide whether to continue the Agreement for a further year (subject always to the rights of early termination set out in this Agreement). 15.2 This Agreement may subject to the provisions as to termination be terminated by the Council, or the Trust giving to the other not less than one year’s written notice to expire on 31 March of any year. 15.3 Either party may any time by notice in writing to the other party terminate this Agreement as from the date of service of such notice if • The other party commits a material breach of any of its obligations hereunder which is not capable of remedy, or • The other party commits a material breach of any of its obligations hereunder which is capable of remedy but has not been remedied within a reasonable time after receipt of written notice from the terminating party service notice requiring remedy of the breach. 15.4 Either party may by written notice to the other party terminate this Agreement if:- • As a result of any change in law or legislation it is unable to fulfil its obligations hereunder; • Its fulfilment of its obligations hereunder would be in contravention of any guidance from any Secretary of State issued after the date hereof; • Its fulfilment of its obligations would be ultra ▇▇▇▇▇. And the parties shall continue be unable to agree a modification or variation to this Agreement so as to enable the party to fulfil its obligations in full force accordance with law and effect until guidance 15.5 In the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or case of notice pursuant to Clause 9.2 below. 9.2 This 14.4 the Agreement shall terminate after such reasonable period as shall be specified in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant the notice having regard to the Required Israeli Percentage and/or nature of the Required Founders Percentagechange in law or legislation or the guidance referred to, as applicable, provided that such Party has not disposed the case may be. In the case of notice served in circumstances where fulfilment of the obligations would be ultra ▇▇▇▇▇ then this Agreement shall terminate as from the date of service of such Shares in breach notice. 15.6 Either party may by not less than six months written notice given to the other party terminate this Agreement if:- • For budgetary reasons, that party is no longer able to contribute resources at the agreed level to the Arrangements or • That party is of the provisions reasonable opinion that in light of the other’s proposed financial contribution the Arrangements are no longer viable 15.7 Termination of this Agreement (whether by effluxion of time or otherwise) shall be without prejudice to the parties’ rights in respect of any antecedent breach. 15.8 It is the intention of all parties that circumstances raising the possibility of termination and/or notices of termination shall be referred to and considered by the Partnership Board or appropriate members of the Partnership Board (meeting in emergency session if necessary), preferably before a termination notice is served. 15.9 In the event of the termination of this Agreement, the Licence Council’s Local Authority Health Related Functions provided by the Trust will be transferred back to the Council. Any assets (excluding equipment referred to in clause 8.10), property or accommodation shall be dealt with in accordance with the Company’s Articles property protocol. In default of Association. For agreement the sake of clarity, if and when this Agreement matter shall terminate in relation be referred to Eurocom a mediator appointed pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderthe medication clause. 9.3 Termination 15.10 The leases, licences and other agreements entered into in pursuance of this Partnership will be terminated by the Council in the event of termination of this Agreement. 15.11 During the first year of this agreement the Council will review the services provided to Essex Drug and Alcohol Action Team (DAAT) under the terms of this Agreement pursuant and new agreements, if required, will be drawn up with the Trust to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate deliver these services as a waiver result of the right review. Subject to the outcome of any Party aggrieved by any breach such review and notwithstanding or without prejudice to clauses 15.1 to 15.10 of this Agreement the Council reserve the right upon giving 6 months notice to be compensated for any lossthe Trust, injury or damages resulting therefrom which is incurred either but not servable before or after such termination. Each Party (1 October 2009, to withdraw the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default Services provided by the Indemnifying Party Trust to DAAT under any agreements with the Company’s lenders terms of this Agreement. Upon the Council exercising such right clauses 15.1 to which such Party is a party (including misrepresentations made 15.10 and 14.1 to 14.3 will not be exercised or take effect. In the event that alternative contracting routes are agreed outside this Agreement that do not result in the withdrawal of existing Services provided by such Party in relation the Trust to information given by it)the DAAT the 6 months notice to the Trust shall not apply.

Term and Termination. 9.1 This Agreement shall come into force on <<insert Commencement Date>> and shall continue in full force for the Minimum Period and effect shall automatically renew at the beginning of each successive Minimum Period for an additional Minimum Period unless and until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowthis clause 9. 9.1.1 If the terms of any third-party licences procured while under this agreement expire after this agreement is cancelled or expires, then this agreement will be deemed as extended until those licence terms expire. 9.2 This Either Party may terminate this Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant by giving to the Required Israeli Percentage and/or other not less than 3 months written notice, to expire on or at any time after the Required Founders Percentage, as applicable, provided current Minimum Period. 9.3 Either Party may immediately terminate this Agreement by giving written notice to the other Party if: 9.3.1 any sum owing to that such Party has not disposed of such Shares in breach by the other Party under any of the provisions of this Agreement, Agreement is not paid within 30 Business Days of the Licence or due date for payment; 9.3.2 the Company’s Articles other Party commits any other breach of Association. For any of the sake provisions of claritythis Agreement and, if the breach is capable of remedy, fails to remedy it within 30 Business Days after being given written notice giving full particulars of the breach and when requiring it to be remedied; 9.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party; 9.3.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 9.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement shall terminate Agreement); 9.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to Eurocom pursuant the other Party; 9.3.7 that other Party ceases, or threatens to cease, to carry on business. 9.4 Notwithstanding clause 9.3 above, the Service Provider may terminate this Agreement with immediate effect by giving notice to the Client if there is a change of control of the Client. 9.5 For the purpose of this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).9:

Term and Termination. 9.1 This a) Unless earlier terminated or as otherwise stated in the Quotation, this Agreement is effective as of the Effective Date. The Initial Term shall run for three (3) years commencing on the Commencement Date indicated in the Quotation and, upon Licensee’s agreement to renew as provided for in Section 2, for one or more renewal terms. b) Either party may terminate this Agreement upon a material or continuing breach by the other by giving thirty (30) days prior written notice of termination, and termination shall be effective at the end of such thirty (30) day period unless the breach is then cured to the reasonable satisfaction of the terminating party. A termination pursuant to this Section shall not preclude the recovery of damages permitted by this Agreement by the party not in breach. During any period of time after a party has breached this Agreement, the other party may suspend performance until the breach has been cured. c) Either party may terminate this Agreement immediately in the event of Default by the other. Default includes but is not limited to the following: (i) the Licensee’s unauthorized assignment or attempted assignment of this Agreement or the rights or obligations hereunder without SNL’s prior consent as required herein; (ii) the other party’s assignment or attempted assignment of this Agreement or the Licensed Software for the benefit of creditors; (iii) if the other party becomes the subject of a proceeding under the bankruptcy laws of the United States; (iv) if Licensee infringes, misappropriates or violates SNL’s intellectual property rights; (v) the Licensee becomes insolvent or generally fails to pay, or admits its inability to pay, all or a substantial part of its debts as they become due, or applies for or is granted a moratorium; or (vi) a receiver, manager, administrator, liquidator, or other similar officer or practitioner is appointed over the whole or any substantial part of the Licensee’s business or assets, or any steps are undertaken to that effect in other similar proceedings. A termination pursuant to this Section shall not preclude the recovery of damages permitted by this Agreement by the party not in Default. d) Termination or expiration of this Agreement shall cause termination or expiration of all licenses granted herein, except that Licensee Metrics that have been provided before termination shall continue to be used in full force and effect until the Company is wound up Aggregate Metrics. However, termination or otherwise ceases expiration of this Agreement shall not relieve Licensee of its obligation to exist as a separate entity or unless terminated earlier by agreement between pay all the Parties or amounts due pursuant to Clause 9.2 belowinvoices issued under this Agreement. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions e) Upon termination of this Agreement, the Licence or license granted to Licensee hereunder will cease immediately, and all access to the Company’s Articles of AssociationLicensed Software and Aggregate Metrics will cease immediately. For the sake of clarityLicensee will uninstall any and all Licensed Software, upgrade(s) and update(s) from any servers used by Licensee and all Licensed Software media, if and when any, shall be immediately returned to SNL. Further, any fees due SNL pursuant to this Agreement shall terminate be deemed to have accrued and shall immediately be payable in relation full to Eurocom pursuant SNL notwithstanding any other provision hereof. Licensee’s obligation to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, pay all accrued charges shall also be released from all its obligations and restrictions hereunder. 9.3 Termination survive the expiration or termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Agreement.

Term and Termination. 9.1 13.1 This Agreement agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with this clause 13, this agreement shall continue for the Contract Term and shall continue indefinitely until either party gives written notice to the other party, not later than 90 days before the end of the Term, to terminate this agreement. 13.2 Where Avoira is performing or has performed the Services in circumstances where it is established that the Hardware and/or the Software were not in Good Working Order due to any of the Excluded Causes, Avoira may charge, and the Customer shall pay, the Additional Services Fees in respect of that work. a. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment; b. the other party commits a material breach of any material term of this agreement (other than failure to pay any amounts due under this agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; c. the other party: i. suspends, or threatens to suspend, payment of its debts; ii. is unable to pay its debts as they fall due or admits inability to pay its debts; iii. (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; iv. (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or v. (being a partnership) has any partner to whom any of clause 13.2(c)(i) to clause 13.2(c) (iv) apply. d. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; e. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; f. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over that other party (being a company); g. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; h. a person becomes entitled to appoint a receiver over the assets of that other party or a receiver is appointed over the assets of that other party; i. a creditor or encumbrancer of that other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of that other party’s assets and that attachment or process is not discharged within 14 days; j. any event occurs or proceeding is taken with respect to that other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(c) to clause 13.2(i) (inclusive); k. that other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or l. there is a change of control of that other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 13.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 beloweffect. 9.2 This Agreement 13.4 Termination of this agreement, for any reason, shall terminate not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination, including the right to claim damages in relation to respect of any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions agreement which existed at or before the date of termination. 13.5 On termination of this Agreementagreement for any reason, each party shall as soon as reasonably practicable: a. return or destroy (or, in the case of electronic data, delete), as directed in writing by the other party, any documents, handbooks, CD-ROMs or DVDs or other information or data provided to it by the other party for the purposes of this agreement, including all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information. If required by the other party, it shall provide written evidence in the form of a letter no later than 14 days after termination of this agreement that these have been destroyed or deleted and that it has not retained any copies of them, except for one copy that it may use for audit purposes only, and subject to the confidentiality obligations in clause 11; b. delete any proprietary software belonging to the other party and all the other party’s Confidential Information from its IT network and hard disks or other storage means associated with any computer equipment owned or controlled by the other party. Each party shall provide written confirmation in the form of a letter no later than 14 days after termination of this agreement that this software and Confidential Information has been deleted; c. return all of the other party’s equipment and materials, failing which the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the Licence or party remaining in possession shall be solely responsible for their safe-keeping; d. Avoira shall provide all reasonable assistance to the Company’s Articles Customer and/or any third party engaged by the Customer in connection with the maintenance and support of Association. For the sake of clarity, if and when this Agreement Hardware and/or the Software; e. the Customer shall terminate in relation immediately pay any outstanding amounts owed to Eurocom Avoira pursuant to this Clause 9.2 hereofagreement, 13.6 If a party is required by any applicable law or regulation, Tapuzor government or regulatory body of competent jurisdiction to retain any documents or materials which it would otherwise be required to return or destroy under clause 11.5, an affiliate it shall notify the other party in writing of Eurocom that owns one Shareretention, giving details of the documents or materials that it must retain and the reasons for such retention, and it shall also be released from entitled to retain such documents or materials for the period required by the relevant applicable law or regulation or government or regulatory body provided at all its obligations times that clause 11 shall continue to apply to any retained documents and restrictions hereundermaterials. 9.3 Termination 13.7 Electronic data shall be considered deleted, for the purposes of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liabilityclause 11.5, which at the time of termination where it has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default been put beyond use by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)deleting party.

Term and Termination. 9.1 13.1 This Agreement shall come into force on the Commencement Date and shall continue for a Term of <<insert Term>> from that date, subject to the provisions of this Clause 13. 13.2 Either Party shall have the right, exercisable by giving not less than <<insert notice period>> written notice to the other at any time prior to the expiry of the term specified in full force and effect until the Company is wound up sub-Clause 13.1 (or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or any further period for which this Agreement has been extended pursuant to Clause 9.2 belowthis provision) to extend this Agreement for a further period of <<insert period>>. 9.2 This 13.3 Either Party may terminate this Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant by giving to the Required Israeli Percentage and/or other not less than <<insert notice period>> written notice, to expire on or at any time after <<insert minimum term of agreement>>. 13.4 Either Party may immediately terminate this Agreement by giving written notice to the Required Founders Percentage, as applicable, provided other Party if: 13.4.1 any sum owing to that such Party has not disposed of such Shares in breach by the other Party under any of the provisions of this Agreement is not paid within <<insert period>> Business Days of the due date for payment; 13.4.2 the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within <<insert period>> Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied; 13.4.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party; 13.4.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 13.4.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement); 13.4.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; 13.4.7 that other Party ceases, or threatens to cease, to carry on business; or 13.4.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the Licence or the Company’s Articles date of Associationthis Agreement. For the sake purposes of claritythis Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010. 13.5 For the purposes of sub-Clause 13.4.2, a breach shall be considered capable of remedy if and when the Party in breach can comply with the provision in question in all respects. 13.6 The rights to terminate this Agreement shall terminate in relation to Eurocom pursuant to given by this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above 13 shall not release prejudice any other right or remedy of either Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver respect of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury concerned (if any) or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)breach.

Term and Termination. 9.1 (a) This Agreement shall become effective upon the successful completion of the Company's IPO and shall continue in full force through December 31, 1999 and effect until shall be automatically extended for successive one year terms thereafter without further action by either the Company is wound up or otherwise ceases to exist the Advisor unless earlier terminated, as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 provided herein. This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant be automatically renewed for additional one (1) year terms unless either party gives written notice to the Required Israeli Percentage and/or other party of termination 180 days prior to the Required Founders Percentageexpiration of the then current term. (b) The Company also may, as applicableat any time, provided that such Party has not disposed terminate this Agreement: (i) immediately upon providing written notice to the Advisor if the Advisor is determined by unanimous vote of all Independent Trustees of the Company, taken after at least fourteen (14) days prior written notice to the Advisor of such Shares vote, to have committed an act of actual fraud, willful malfeasance, or gross negligence relating to its duties and responsibilities under this Agreement or a material breach by the Advisor of its obligations under this Agreement which is not remedied in a reasonable period of time after receipt of written notice from the Independent Trustees specifying such breach ; (ii) upon written notice effective immediately, given not earlier than thirty (30) days after the Advisor shall (A) authorize or agree to the commencement of the provisions of this Agreementa voluntary case or other proceeding seeking liquidation, the Licence reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership or other similar law now or hereafter in effect or the Company’s Articles appointment of Association. For a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, (B) make a general assignment for the sake benefit of clarityits creditors, if or (C) have an involuntary or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or thereafter in effect, and when this Agreement such involuntary case or other proceeding shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations remain undismissed and restrictions hereunderunstayed for a period exceeding sixty (60) days. 9.3 Termination (c) Upon any termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liabilityby the Company, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) Advisor shall, in additionupon the Company's request, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which cooperate with and assist the Company or any such Parties incur or which is made against any of them arising out of or in relation finding a new entity to or act as advisor to the Company and in connection with any default by assisting the Indemnifying Party under any agreements Company with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)transition process.

Term and Termination. 9.1 This 3.1 Any services provided hereunder shall be provided to the Customer for the Term set out in the Service Order describing the service. Subject only to Sections 3.2 and 3.3 below, this Agreement shall continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowfor such Term(s). 9.2 This 3.2 Either party may, at its option, terminate any Service Order by written notice to the other forthwith in any of the following events: 3.2.1 if the other Party breaches any of its material obligations hereunder and does not remedy the same (if it is capable of remedy) within thirty (30) days of notice of such failure or breach being given by the non-defaulting party, or such longer period as may be required to correct such breach if, within said thirty (30) days, the defaulting party shall commence the correction of such breach and thereafter diligently pursue the correction thereof; 3.2.2 if an order is made or an effective resolution is passed for the dissolution or winding up of the other Party except for the purposes of an amalgamation, merger or reconstruction; Interliant Services Agreement shall terminate in relation Terms and Conditions 3.2.3 if an encumbrancer takes possession or a receiver is appointed over all or substantially all of the assets of the other; 3.2.4 if the other becomes insolvent or makes any special arrangements or any special assignment for the benefit of its creditors; or 3.2.5 upon the failure of the other party to any Party make a payment hereunder within 90 days after it ceases to hold directly or indirectly any Shares written notice that such payment is past due. 3.3 Unless Term renewal is explicitly addressed in the Service Order, at the expiration of the Term of the Service Order, such Service Order shall automatically renew for a period of the same length as the first Term unless, at least 30 days prior to such renewal, either Party holds provides written notice to the other of its intention not to renew that Service Order. 3.4 Should any Service Order expire or be terminated for any reason, neither Party will be liable to the other because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with the business of the Service Provider or the Customer, or for any other reason whatsoever flowing from such termination or expiration. Termination or expiration of any Service Order shall not release either party from its liability to pay the other party any fees owing to such other party under the terms of this Agreement. 3.5 Upon termination or expiration of any Service Order: 3.5.1 the Service Provider will immediately return to the Customer any of the Customer's data related to that Service Order that is stored on Service Provider's system; 3.5.2 the Customer shall (i) return to the Service Provider all copies of source code, executable program files, documentation, flowcharts, diagrams, and related materials provided by the Service Provider to the Customer pursuant to the Required Israeli Percentage and/or Service Order (hereinafter the Required Founders Percentage"Software"), as applicableincluding any copies of computer programs on magnetic media and any written materials, and (ii) delete from all computer systems all copies of the Software; and 3.5.3 the Customer shall turn over to Service Provider all modem(s), hardware, or accessories (herein "Equipment"), documents, and materials which were provided to the Customer by the Service Provider pursuant to the Service Order, unless otherwise expressly agreed by the Parties, and the Customer agrees to reimburse the Service Provider for any damage which has been sustained by the Equipment while in the Customer"s possession. 3.6 The Service Provider may make or permit reasonable changes in the Interliant Services provided under this Agreement. All discoveries, improvements, adaptations, or developments relating to Interliant Services provided by the Service Provider under this Agreement are and shall remain the exclusive property of the Service Provider. If the Service Provider makes a change which has a material adverse effect on the Customer"s operations, the Customer may cancel this Agreement after written notice which states with particularity the reason for termination, provided that such Party has the Service Provider does not disposed of such Shares in breach of the provisions of cure or remedy this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns condition within one Share, shall also be released from all its obligations and restrictions hereunder(1) month. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 16.1 This Agreement shall commence on the Effective Date and shall, unless otherwise terminated as provided in this clause 16, continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: 16.1.1 either party notifies the other party of termination, in full force and effect until writing, at least 60 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 16.1.2 otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 16.2 Without affecting any other right or remedy available to it, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when either party may terminate this Agreement shall terminate with immediate effect by giving written notice to the other party if: 16.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in relation default not less than 30 days after being notified in writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate make such payment; 16.2.2 the other party commits a material breach of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination any other term of this Agreement pursuant which breach is irremediable or (if such breach is remediable) fails to Clause 9.2 above shall not release remedy that breach within a period of 30 days after being notified in writing to do so; 16.2.3 the other party repeatedly breaches any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach terms of this Agreement in such a manner as to be compensated for any loss, injury reasonably justify the opinion that its conduct is inconsistent with it having the intention or damages resulting therefrom which is incurred either before or after such termination. Each Party (ability to give effect to the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify terms of this Agreement; 16.2.4 the other Parties against any costparty suspends, lossor threatens to suspend, liabilitypayment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇ ; 16.2.5 a petition is filed, claima notice is given, actiona resolution is passed, demand or expense which the Company or any such Parties incur or which an order is made against any of them arising out of or in relation to made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 16.2.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; or 16.2.7 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 16.3 On termination of this Agreement for any default reason: 16.3.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Software, Services and/or the Documentation; 16.3.2 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 other party; 16.3.3 Resident may destroy or otherwise dispose of any of the Customer Data in its possession unless Resident receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Resident shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Resident in returning or disposing of Customer Data; and 16.3.4 any rights, remedies, obligations or liabilities of the Indemnifying Party under parties that have accrued up to the date of termination, including the right to claim damages in respect of any agreements with breach of the Company’s lenders to Agreement which such Party is a party (including misrepresentations made by such Party in relation to information given by it)existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 9.1 (a) This Agreement shall continue in full force will have a term of one year from the Effective Date and effect until the Company is wound up or otherwise ceases to exist as a separate entity or will automatically extend for additional consecutive one-year terms unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 as set forth below. 9.2 This (b) Either Party may terminate this Agreement shall or any athenaNet Services at any time, with or without cause, by providing the other Party with no less than 90 days’ Notice. (c) Either Party may terminate this Agreement effective upon Notice to the other Party if (i) the other Party defaults in relation performance of any material provision of this Agreement and such default is not cured within 30 days following Notice describing the specific default (10 days in the event of failure to any pay amounts owed); (ii) the other Party after it violates Applicable Law; (iii) the other Party files a voluntary petition in bankruptcy or an involuntary petition is filed against it; (iv) the other Party is adjudged bankrupt; (v) a court assumes jurisdiction of the assets of the other Party under a federal reorganization act or other statute; (vi) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of the other Party; (vii) the other Party becomes insolvent, suspends business or ceases to hold directly conduct its business in the ordinary course; or indirectly (viii) the other Party makes an assignment of its assets for the benefit of its creditors. Termination of this Agreement by ▇▇▇▇▇▇ for Client’s failure to pay amounts owed will not constitute irreparable harm to Client. (d) Athena may terminate this Agreement for cause effective upon Notice if Client (i) violates any Shares System and Service Access and Use provision in Section 4 herein, or (ii) has breached or breaches the warranty in Section 8(b)(iv) herein. (e) Client may terminate this Agreement upon 15 days’ Notice to Athena if any revision by ▇▇▇▇▇▇ of a Service Description materially and adversely affects the athenaNet Service that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicableit receives, provided that such Party has not disposed Notice must be provided within 60 days after Client is first informed of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderrevision. 9.3 Termination (f) Upon termination of this Agreement pursuant to Clause 9.2 above shall not release or any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated athenaNet Service for any lossreason, injury or damages resulting therefrom which is incurred either before or after such Client shall immediately pay to ▇▇▇▇▇▇ all amounts due hereunder for all services rendered through the date of termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 11.1 This Agreement Addendum shall commence on the Commencement Date and shall continue for the same term for which the Basic Services are provided (unless agreed otherwise in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowCustomer Contract Sheet). 9.2 11.2 This Agreement Addendum shall terminate in relation immediately upon the termination of the Basic Services. 11.3 Without affecting any other right or remedy available to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant it, either party may terminate this Addendum with immediate effect by giving written notice to the Required Israeli Percentage and/or other party if: (a) the Required Founders Percentage, as applicable, provided that other party fails to pay any amount due under this Addendum on the due date for payment and remains in default not less than 14 days after being notified in writing to make such Party has not disposed of such Shares in payment; (b) the other party commits a material breach of the provisions any other term of this AgreementAddendum which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so; (c) (in the case of WMS only), the Licence Customer repeatedly breaches any of the terms of this Addendum in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Addendum; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the Company’s Articles solvent reconstruction of Association. For the sake of claritythat other party; (f) a petition is filed, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereofa notice is given, Tapuza resolution is passed, or an affiliate of Eurocom that owns one Shareorder is made, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); (h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any default by part of the Indemnifying Party under other party's assets and such attachment or process is not discharged within 14 days; (k) any agreements event occurs, or proceeding is taken, with respect to the Company’s lenders other party in any jurisdiction to which such Party it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3(d) to clause 11.3(j) (inclusive); or (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a party (including misrepresentations made by such Party in relation to information given by it)substantial part of its business.

Term and Termination. 9.1 This 11.1 The term (“Term”) of this License Grant shall commence on the Effective Date and shall continue for a period of twenty (20) years and be renewable at SJ Pharma’s option for an additional twenty (20) years, unless earlier terminated pursuant to Sections 11.2, 11.3, 11.4 or 11.7. 11.2 Stellar shall have the right to terminate this Agreement, without prejudice to the enforcement of any other legal right or remedy, immediately in the event of the default in the due and punctual payment of any amount payable under this Agreement by SJ Pharma to Stellar when and as same shall become due and payable, and such default shall continue for a period of thirty (30) days after written notice thereof has been given by Stellar to SJ Pharma. 11.3 Either party shall be entitled at any time, by written notice to the other, to terminate this Agreement immediately if the other party commits or permits a material breach or default of any of the provisions of this Agreement or the Supply Agreement and fails to remedy or cure such breach or default within sixty (60) days after receipt of written notice by the non-breaching party. 11.4 Either party shall be entitled at any time, by written notice to the other, to terminate this Agreement immediately if (i) the other party makes an assignment for the benefit of its creditors; (ii) the other party is adjudicated bankrupt or becomes voluntarily or involuntarily subject to any proceedings for the benefit of its creditors, or (iii) a receiver of the property of the other party is appointed or if any judgment or execution against it or its property remains unsatisfied for such period which would permit its property or any substantial part thereof to be sold. 11.5 Upon termination of this Agreement fro any reason the following shall apply: a) Subject to the terms of this Agreement, SJ Pharma shall immediately: (i) cease marketing and selling the Products in the Territory, (ii) the use of the Methods and Technical Know-How and the Proprietary Marks (including any colourable imitations thereof) and any other designations or marks associating SJ Pharma with Stellar or the Products. SJ Pharma and its affiliates and their respective officers, directors, employees, agents, consultants and sublicenses shall cease displaying and using all signs, stationery, letterheads, packaging, forms, marks, manuals, bulletins, instruction sheets, printed matter, advertising and other physical objects used from time to time in connection with the Products or containing or bearing the Proprietary Marks and shall not thereafter operate or do business under any name or in any manner that might tend to give the general public the impression that it is associated with Stellar or the Products; b) SJ Pharma and its affiliates and their respective officers, directors, employees, agents, consultants and sublicensees shall have no further rights to sub-licence, market or sell, directly or indirectly, the Products; c) SJ Pharma shall forthwith deliver to Stellar original copies of all documents and records in its and its sub-licensees possession in connection with regulatory approvals or marketing authorizations applied for or obtained in the Territory referred to in Section 2.1; d) Unless the termination of this Agreement was due to a breach by SJ Pharma, SJ Pharma shall destroy any unsold Products and would be compensated at the price paid previously by SJ to Stellar for such products or, if permitted by Stellar, SJ Pharma may sell all Products held in inventory or in the process of production at the time of such expiration or termination, provided that SJ Pharma shall pay to Stellar all amounts which would have been required to be paid under this Agreement through the date of final sale of all Products; and e) Unless the termination of this Agreement was due to a breach by Stellar and to the greatest extent permitted by applicable law, all in-Territory Product licenses, registrations or marketing authorizations will be transferred to Stellar whether these are held in the name of SJ Pharma, its sub-licensees, designates, importers or promoters. SJ Pharma will not seek payments from Stellar for these assignments but it shall be the responsibility of Stellar to pay or have its designee pay all required government fees and costs associated with such assignments. 11.6 The parties acknowledge and agree that any alleged or actual breach of the Supply Agreement shall continue not be, and shall not be construed to be, a breach of this License Agreement. Any alleged or actual breach of the Supply Agreement shall have no effect on this License Agreement which shall remain in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or terms herein. 11.7 The parties acknowledge that the Required Founders Percentage, as applicable, provided that such Party Product has not disposed of such Shares been approved by the FDA for marketing, sale and distribution in breach the Territory as of the provisions Effective Date. In the event the Product is not approved by the FDA by July 1, 2006 or in the event that costs related to the clinical trials necessary for the Product’s approval by the FDA exceed One Million Dollars ($1,000,000.00), SJ Pharma may elect to terminate this Agreement and all rights to the Product shall revert back to Stellar pursuant to the terms of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This Agreement commences on the Effective Date and shall continue for three (3) calendar years from the Effective Date (the “Initial Term”). After the Initial Term, this Agreement shall automatically and continually renew for successive periods of one (1) calendar year (each a “Renewal Period”), unless either party notifies the other party of termination, in full force and effect until writing, at least ninety (90) calendar days before the Company is wound up end of the Initial Term or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period or is otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement, . The Initial Term together with any subsequent Renewal Period shall constitute the Licence or the Company’s Articles of Association. For the sake of clarity, if and when “Term”. 9.2 Either party may terminate this Agreement shall terminate in relation with immediate effect by giving written notice to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder.the other party if the other party: 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination (a) has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as committed a waiver of the right of any Party aggrieved by any material breach of this Agreement and, if such breach is capable of remedy, has failed to remedy the breach within thirty (30) calendar days after receiving notice from the terminating party specifying the breach and requiring the breach to be compensated remedied; (b) ceases, or threatens to cease, to carry on the whole or a substantial part of its business; (c) becomes unable to pay its debts as and when they fall due, makes an arrangement or composition with its creditors or goes into liquidation; (d) is the subject of the commencement of any bankruptcy proceedings, the passing of a resolution for its winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within thirty (30) calendar thirty days of presentation); or (e) has an administrator, an administrative receiver or trustee appointed over all or any of its assets. 9.3 For the purposes of this Clause 9, a breach shall be considered capable of remedy if the defaulting party can comply with the provision in question in all respects other than time of performance (provided that time of performance is not of the essence). 9.4 Either party may terminate this Agreement for convenience by giving the other party ninety (90) calendar days’ prior written notice; provided that Licensee’s obligation to pay Licensor the Licensee Fee and any other fees whether during the Initial Term or any Renewal Period shall remain valid and become immediately due. 9.5 Notwithstanding anything else contained herein, on termination of this Agreement, Licensee’s shall cease all use of the Licensed Software and shall return or, at Licensor’s option, destroy all copies of the Licensed Software (including any Documentation) in its possession or control and except as otherwise provided herein, no refund or credit shall be due Licensee regardless of the reason for termination or Licensee’s discontinuing use of the Software. 9.6 The termination of this Agreement for any lossreason shall not affect: (a) any rights, injury or damages resulting therefrom which is incurred either obligations and/or liabilities accrued before or the date of termination; or (b) any rights, obligations and/or liabilities expressed to continue in force after such and despite termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This 7.1 Unless terminated earlier in accordance with the following provisions of this clause this Agreement shall come into effect on the Effective Date and shall continue thereafter without limit of time until terminated as set out herein. 7.2 Without prejudice to any other rights it may have under this Agreement or otherwise the Licensee shall be entitled to terminate the Agreement with immediate effect if for any reason whatsoever the Patent (or any part of it) becomes invalid or expires or the registration of the Patent (or any part of it) is successfully challenged by any third party or if the Patent (or any part of it) ceases to be registered. 7.3 If either party is in full force breach of any obligation on it hereunder and, in the case of a breach capable of remedy, it shall not have been remedied by the defaulting party within 21 days of written notice specifying the breach and effect until requiring its remedy, or if either party becomes insolvent, has a receiver appointed over the Company is whole or any part of its assets, enters into any compound with creditors, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of a scheme for amalgamation or otherwise ceases to exist as a separate entity reconstruction) or unless terminated earlier by agreement between all if the Parties ownership or pursuant to Clause 9.2 below. 9.2 This Agreement control of either party shall terminate pass into the hands of any legal person, which the other party in relation to its reasonable discretion considers unsuitable for any Party after it ceases to hold directly reason whatsoever then the other party or indirectly any Shares that such Party holds pursuant to in the Required Israeli Percentage and/or case of breach the Required Founders Percentage, as applicable, provided that such Party has party not disposed of such Shares in breach of the provisions of this Agreement, the Licence obligation or the Company’s Articles of Association. For the sake of clarity, if and when condition may terminate this Agreement shall terminate in relation with immediate effect by notice without prejudice to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate the accrued rights of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereundereither party. 9.3 7.4 If that Consultancy Agreement between the Licensee and Fran▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ed April 1, 1998 is breached and not cured within 30 days of such breach. 7.5 Termination of this Agreement pursuant to Clause 9.2 above for any reason shall not release any Party from any liability, bring to an end: 7.5.1 the confidentiality obligations on the parties hereto; 7.5.2 the Licensee's obligations to pay royalties or other sums which at have accrued due; 7.5.3 the time of licences (if any) under clauses 3.3 and 6. 7.6 On termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (reason the “Indemnifying Party”) shall, Licensee shall continue to have the right for a period of 6 months from the date of termination to complete deliveries on contracts in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any force at that date and to dispose of them arising out of or Fusing Agent and/or Products already in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)its possession.

Term and Termination. 9.1 7.1 This Agreement shall will take effect as of the date first above written and, unless earlier terminated as provided in Section 7.2 below, will continue in full force and effect for a period of one year or until the Company completion of the services described in the Statement of Work, whichever is wound up later. 7.2 This Agreement may be terminated in accordance with the following provisions: (a) either party hereto may terminate this Agreement at any time by giving notice in writing to the other party, which notice will be effective upon dispatch, should the other party file a petition of any type as to its bankruptcy, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise ceases to exist as a separate entity or unless terminated earlier lose legal control of its business; (b) either party may terminate this Agreement by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate giving notice in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant writing to the Required Israeli Percentage and/or other party should an event of Force Majeure, which extends to the Required Founders Percentageperformance by one of the parties hereto of all, as applicable, provided that such Party has not disposed or substantially all of such Shares party's obligations hereunder, continue for more than sixty (60) days as provided in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when Section 8.2 below; and (c) either party may terminate this Agreement shall terminate by giving notice in relation writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing other party in the immediately preceding sentence shall affect or be construed or operate as a waiver of event the right of any Party aggrieved by any other party is in material breach of this Agreement (including, but not limited to, breach of warranty as set forth in paragraph 3.1) and will have failed to be compensated cure such breach within thirty (30) days of receipt of written notice thereof. 7.3 In the event of the termination of this Agreement for any lossreason: (a) within thirty (30) days after JKI’s invoice therefor, injury Customer will remit to JKI all amounts then or damages resulting therefrom which is incurred either before thereafter due and payable as a result of the completion or after partial completion of the Services; (b) subject to any surviving right to use such termination. Each Party (the “Indemnifying Party”) shallConfidential Information, in addition, on demand by each party will promptly return all copies of any other Party, indemnify Confidential Information of the other Parties against any costparty then in its possession, loss, liability, claim, action, demand or expense which destroy that Confidential Information and certify the Company or any such Parties incur or which is made against any of them arising out of or in relation destruction to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).other party; and

Term and Termination. 9.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in full force and effect until writing, at least 60 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by any Renewal Period, in which case this agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the Licence other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the Company’s Articles solvent reconstruction of Association. For that other party; (e) the sake of clarityother party applies to court for, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereofor obtains, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver moratorium under Part A1 of the right of any Party aggrieved by any breach of this Agreement to be compensated Insolvency Act 1986; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); (h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any default part of the other party's assets and such attachment or process is not discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive); (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (n) there is a change of control of the other party. 14.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) 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 other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back- up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Indemnifying Party under Supplier in returning or disposing of Customer Data; and (d) any agreements with rights, remedies, obligations or liabilities of the Company’s lenders parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which such Party is a party (including misrepresentations made by such Party in relation to information given by it)existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 9.1 This Agreement shall continue 22.1 Either party may terminate this agreement without notice or other act if, (a) the other party is in full force and effect until default in any material respect in the Company is wound up performance of any of its obligations under this agreement or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to commits any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any material breach of this Agreement agreement, and such default continues after thirty days written notice from the non-defaulting party to the defaulting party stating the particulars of such default (for the purposes herein, any failure to make any payment due under this agreement shall be compensated a material default); (b) bankruptcy or insolvency proceedings are instituted by or against the other party, which the other party does not defend or which it is not successful in defending, or the other party is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes any lossarrangements for the liquidation of its debts or a receiver or receiver and manager is appointed with respect to all or any part of the assets of the other party; (c) if any sovereign entities or political subdivisions in the Territory enact legislation relating to the relationship created by this agreement which grants rights to the Manufacturer which are not granted by this agreement, injury this agreement shall terminate automatically one day prior to the date such legislation becomes effective; or (d) in the event an excusable delay fails to permit either party to fulfil its obligations after a delay of six months after the date the obligation would have been required to have been fulfilled but for the occurrence of the excusable delay. 22.2 The Owner may terminate this agreement without notice or damages resulting therefrom other act if, (a) the whole or substantially the whole of the assets of the Manufacturer are sold or conveyed; (b) the Manufacturer assigns or purports to assign this agreement without the prior written consent of the Owner; (c) the Manufacturer attempts to change the control and/or management of the Manufacturers organization, which is incurred either before or after such termination. Each Party (change shall be unacceptable to the “Indemnifying Party”) shallOwner, in additionthe Owners sole discretion; (d) the Manufacturer states in writing that it intends to cease manufacturing, on marketing or selling the Products; or (e) the Manufacturer shall have failed to substantially meet market demand by any other Partyfor the Products. 22.3 For greater certainty, indemnify if the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party Manufacturer is a party (including misrepresentations made by corporation, partnership or other business entity which offers its shares, units or other evidence of equity ownership to the public, a change in effective control in fact shall be deemed to have occurred when at least 20% of such Party equity ownership has been transferred and if the Manufacturer does not offer its shares, units or other evidence of equity ownership to the public, a change in relation effective control in fact shall be deemed to information given by it)have occurred when at least 40% of such equity ownership has been transferred.

Term and Termination. 9.1 This Agreement shall continue 15.1 Subject to earlier termination in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of Section 15.2 of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination initial term of this Agreement pursuant (the “Initial Term”) begins on the Effective Date and continues for one (1) year. At the end of the Initial Term, this Agreement will automatically extend Month-to-Month thereafter (the “Extended Term”), unless cancelled by either Party upon at least thirty (30) days prior written notice . The Initial Term together with all Extended Terms, if any, will be deemed the “Term” of this Agreement. 15.2 A Party may terminate this Agreement during the Term under the following circumstances: (a) Either Party fails to Clause 9.2 above pay any sum owed by it to the other Party under this Agreement within fifteen (15) Business Days of the Delivery to the defaulting Party of a notice of default; provided, however that neither Party shall not release have a right to terminate this Agreement under this Section 15.2(a) with respect to any Disputed Items that remain outstanding in accordance with Section 2.5 of this Agreement (b) The Parties may immediately terminate this Agreement by execution of a written agreement signed by authorized representatives of both Parties, in which event the termination shall be effective on the date specified in such agreement. (c) Either Party from any liability, which at the time of termination has already accrued to such Party. Nothing may terminate this Agreement in the immediately preceding sentence shall affect or be construed or operate as event of a waiver of the right of any Party aggrieved by any material breach of this Agreement (other than for failure of payment to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (Section 15.2(a) shall apply) by the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify its employees, agents or servants upon not less than thirty (30) days prior written notice to such non-defaulting Party unless such breach has been cured within fifteen (15) days from receipt by the defaulting Party of such notice. (d) Either Party may terminate this Agreement, in its entirety or with respect to a portion of the System only, in accordance with the provisions of Sections 4.5 or 10.3 of this Agreement. 15.3 Each Party’s obligations to perform its obligations under this Agreement shall end as of the effective date of its termination in accordance with this Agreement; provided, however, that each Party shall remain liable to the other Parties against hereunder with respect to (a) any costobligations accruing under this Agreement prior to the effective date of such termination, lossincluding any indemnification obligations provided hereunder or (b) as otherwise provided in this Agreement. Notwithstanding anything in this Agreement to the contrary, liabilitySections 6.3, claim7, action15.3, demand 18 and 19 shall survive the expiration or expense which termination of this Agreement. If the Company Customer is not then in default, Customer shall be entitled to remove its Product from the truck, pipeline, tank or Terminal or other System facilities at any time. In the event that Customer is unable to immediately remove its Product, then Owner will replace the Product with Product of like grade and quality as that originally tendered by Customer to Owner that is immediately removable or Owner will reimburse Customer the cost of such Parties incur or which is made against any Product on the date of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)attempted removal.

Term and Termination. 9.1 3.1 This Agreement shall take effect from the Start Date and shall continue for the Initial Period (both as specified in full force the Agreement) and thereafter renew automatically for successive terms of 12 months each (each a “Renewal Term”) unless and until terminated by either party giving the other not less than 90 days’ written notice to that effect until (such notice to expire at the Company is wound up end of the Initial Period or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowany subsequent Renewal Term only). 9.2 This Agreement shall terminate in relation 3.2 Notwithstanding any other provisions herein contained, and without prejudice to any Party after it ceases to hold directly or indirectly any Shares that other rights such Party holds pursuant party serving notice may have, either party may forthwith terminate this Agreement by written notice to the Required Israeli Percentage and/or other if any of the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in following events shall occur: (i) if the other party commits any breach of the terms or conditions of this Agreement including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefor) within (30) thirty days after receiving written notice from the party requiring it so to do; or (ii) if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 3.3 Termination of this Agreement pursuant shall be without prejudice to Clause 9.2 above any accrued rights of either party and shall not release any Party from any liability, affect obligations which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement are expressed not to be compensated for any loss, injury affected by expiry or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)termination hereof.

Term and Termination. 9.1 8.1 This Agreement shall continue take effect on the date of its execution and shall remain in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below8.2. 9.2 8.2 This Agreement shall terminate may be terminated: 8.2.1 By ARC giving a written notice to Fanxi if Fanxi has committed a material breach of this Agreement (including but not limited to the failure by Fanxi to pay any of the Management Services Fee) and such breach, if capable of remedy, has not been so remedied within fourteen (14) days, in relation the case of breach of a non-­ financial obligation, following the receipt of such written notice; 8.2.2 By either Party giving a written notice to any the other Party after it if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to hold directly carry on business or indirectly any Shares that such becomes unable to pay its debt as they become due; 8.2.3 By either Party holds pursuant giving a written notice to the Required Israeli Percentage and/or other Party if circumstances arise which materially and adversely affect the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach performance of the provisions objectives of this Agreement, ; or 8.2.4 By either Party giving a written notice to the Licence other Party if circumstances arise which materially and adversely affect the performance or the Companyobjectives of this Agreement; or 8.2.5 By ARC giving a written notice to Fanxi at ARC’s Articles of Association. For the sake of claritysole discretion, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderwith or without reasons. 9.3 Termination of 8.3 Any Party electing to terminate this Agreement pursuant to Clause 9.2 above 8.2 shall not release any have no liability to the other Party for indemnity, compensation or damages arising solely from any liability, which at the time exercise of such termination has already accrued to such Partyright. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right For avoidance of any doubt, either Party’s right to claim against the other Party aggrieved by any for compensation for breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such other Party in relation shall not be affected. The expiration or termination of this Agreement shall not affect the continuing liability of Fanxi to information given pay any Management Services Fee already accrued or due and payable to ARC. Upon expiration or termination of this Agreement, all amounts then due and unpaid to ARC by it)Fanxi hereunder, as well as all other amounts accrued but not yet payable to ARC by Fanxi, shall hereby become due and payable by Fanxi to ARC.

Term and Termination. 9.1 This Agreement 11.1 These terms shall commence on the Commencement Date. Subject to clause 11.1(a) and 11.1(b), either party may terminate this agreement for convenience at any time, in whole or in part by providing not less than 30 days written notice to the other party (‘Termination Notice’), following which the agreement shall terminate as follows: (a) If Termination Notice is given before the first day of the final month of the Initial Term, the Customer shall be obliged to pay the Termination Compensation to the Supplier together with any Standard Maintenance Fees, Additional Services Fees and any charges for spare parts which have been incurred in accordance with clause 4 whether or not these are due for payment as at the date of termination or not. (b) If the Customer wishes to terminate this agreement for convenience in accordance with clause 11.1 and such termination takes effect after the first day of the final month of the Initial Term, the Customer shall be obliged to pay to the Supplier any Standard Maintenance Fees, Additional Services Fees and any charges for spare parts which have been incurred in accordance with clause 4 for both the month the Termination Notice was given and the month thereafter. 11.2 Without prejudice to any rights that have accrued pursuant to these terms or any of its rights or remedies, the Supplier may terminate these terms with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due pursuant to these terms on the due date for payment and remains in default not less than 14 days after being notified to make that payment; (b) the Customer commits a material breach of any term of these terms (other than failure to pay any amounts due pursuant to these terms) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the Customer: (i) suspends, or threatens to suspend, payment of its debts; (ii) is unable to pay its debts as they fall due or admits inability to pay its debts; (iii) (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (iv) (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (v) (being a partnership) has any partner to whom any of clause 11.2(c)(i) to clause 11.2(c)(iv) apply. (d) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company); (g) the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of that other party or a receiver is appointed over the assets of the Customer; (i) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and that attachment or process is not discharged within 10 days; (j) any event occurs or proceeding is taken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(c) to clause 11.2(i) (inclusive); or (k) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 11.3 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination of these terms shall remain in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 beloweffect. 9.2 This Agreement 11.4 Termination of these terms, for any reason, shall terminate not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination, including the right to claim damages in relation to respect of any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions agreement which existed at or before the date of this Agreementtermination. 11.5 On termination of these terms for any reason, each party shall as soon as reasonably practicable: (a) return or destroy (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information provided to it by the other party or data for the purposes of these terms, including all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information.; (b) delete (to the extent possible) any proprietary software belonging to the other party and all the other party's Confidential Information from its IT network and hard disks or other storage means associated with any computer equipment owned or controlled by the other party; (c) return all of the other party's equipment and materials, failing which the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the Licence or party remaining in possession shall be solely responsible for their safe-keeping; (d) the Company’s Articles of Association. For Supplier shall provide all reasonable assistance to the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release Customer and/or any Party from any liability, which at third party engaged by the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or Customer in connection with the maintenance and support of the Maintained Equipment; (e) the Customer shall immediately pay any default by outstanding amounts owed to the Indemnifying Party under any agreements with the Company’s lenders Supplier pursuant to which such Party is these terms. 11.6 Regardless of its obligations in this clause 11, if a party (including misrepresentations made is required by such Party any law, regulation, or government or regulatory body to retain any documents or materials which it would otherwise be required to return or destroy under clause 11.5, it shall notify the other party in relation writing of that retention, giving details of the documents or materials that it must retain. Clause 10 shall continue to information given by it)apply to any retained documents and materials, subject to this clause 11.

Term and Termination. 9.1 13.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed (“Renewal Period”), unless: (a) either party notifies the other party of termination , in full force and effect until writing, at least 90 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by during the Renewal Period, in which case this agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly upon the expiry of the Initial Subscription Term or indirectly any Shares that such Party holds pursuant to expiry of the Required Israeli Percentage and/or notice given during the Required Founders PercentageRenewal Period, as applicable, provided that such Party has not disposed of such Shares ; or (b) otherwise terminated in breach of accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with the Renewal Period shall constitute the Subscription Term. 13.2 The Customer may amend the Services provided under this agreement by giving not less than ninety days’ written notice of amendment (in which case the terms of this agreement shall remain in force in respect of the remaining Services). 13.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the Licence other if: (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the Company’s Articles winding up of Association. For the sake other party, or circumstances arise which entitle a court of clarity, if and when this Agreement shall terminate competent jurisdiction to make a winding-up order in relation to Eurocom pursuant the other party; or (c) an order is made for the appointment of an administrator to this Clause 9.2 hereofmanage the affairs, Tapuzbusiness and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an affiliate administrator of Eurocom that owns one Sharethe other party, shall also be released from all or notice of intention to appoint an administrator is given by the other party or its obligations and restrictions hereunderdirectors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 9.3 Termination 13.4 On termination of this Agreement pursuant to Clause 9.2 above agreement for any reason: (a) all licences granted under this agreement shall not release immediately terminate; (b) any Party amounts due from any liabilitythe Customer shall become immediately payable including, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as event that Innovise has terminated this agreement because of a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under Customer as set out in sub-clauses 13.2(a)-(g) above, the amount payable in respect of the notice period as set out in clause 13.1(a) above; (c) each party shall return and make no further use of any agreements with equipment, property, Documentation and other items (and all copies of them) belonging to the Company’s lenders other party; (d) Innovise may destroy or otherwise dispose of any of the Customer Data in its possession unless Innovise receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to which the Customer of the then most recent back-up of the Customer Data. Innovise shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such Party is a party written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (including misrepresentations made whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by such Party Innovise in relation returning or disposing of Customer Data; and (e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to information given by it)survive or implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 9.1 8.1 This Agreement shall commence on the Effective Date and subject to clause 8.2 shall continue in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowindefinitely thereafter. 9.2 8.2 This Agreement shall terminate may be terminated in relation any of the following circumstances: 8.2.1 by F-star at any time upon [***] prior written notice to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant lontas; 8.2.2 by either party immediately upon notice in writing to the Required Israeli Percentage and/or other in the Required Founders Percentageevent that (i) the other party is in material breach of its obligations under this Agreement; and (ii) the terminating party has previously issued written notice specifying the breach and requiring its remedy; and (iii) at least [***] has elapsed following receipt of such notice by the party in breach, as applicableand during such period the party in breach has not remedied such breach; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 8.2.3 by either party immediately upon notice in writing in the event that the other party goes into compulsory or voluntary liquidation (except for the purposes of solvent reconstruction or amalgamation) or a receiver, administrative receiver or administrator is appointed in respect of the whole or any part of its assets or in the event that It makes an assignment for the benefit of or composition with its creditors generally or engages in or suffers any similar procedure in any jurisdiction. 8.3 In the event of termination howsoever caused: 8.3.1 F-star shall immediately cease all Exploitation of Products, and all use of the Antibody Know-how provided that such Party has F-star and its Affiliates, licensees, sub-licensees and third party partners shall be entitled to sell any stock of Products existing or in the process of manufacture as at the effective date of termination; 8.3.2 Subject to clause 8.3.3 and only to the extent consistent with the rights granted under clause 8.3.3, lontas shall be entitled to Exploit Antibodies and Related Sequences (and F-star shall not disposed enforce against lontas any Intellectual Property Rights generated by F-star relating solely to the Antibodies and Related Sequences) throughout the world as it sees fit without any further obligation to F-star and F-star shall, upon request, deliver to lontas in a format to be agreed in writing between the parties, all scientific and regulatory data and documents in F-star’s possession and control to the extent that the same relate solely to the Antibodies and Related Sequences as developed by F-star up to the effective date of such Shares in breach of the provisions termination of this Agreement, to the Licence extent necessary or desirable to enable lontas to take over and continue the CompanyExploitation of the Antibodies and Related Sequences; and 8.3.3 at the request of any licensee of F-star, lontas shall enter into a direct licence with such licensee on the same terms as this licence granted to F-star. 8.4 In the event that F-star elects at any time to abandon, surrender or cease prosecution, maintenance or renewal of the entirety of any patent family, whether granted or pending, claiming only an Antibody or Related Sequence and no other antibody or antibody sequence or mAb2 (Abandonment). F-star shall notify Iontas in writing of its election prior to such Abandonment becoming effective, and F-star be deemed to have granted to lontas an exclusive option, exercisable within [***] or receipt of F-star’s Articles notice, to acquire from F-star, for nominal consideration only, the relevant patent family the subject of Associationthe Abandonment, provided however that with effect from the date of such assignment lontas hereby grants and agrees to grant to F-star a non-exclusive, fully-paid up, worldwide, transferable, sub-licensable (including through multiple tiers) licence under such patent family the subject of the Abandonment. For *** Certain information in this agreement has been omitted and filed separately with the sake Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of clarity, if and when a confidential treatment request. 8.5 The expiry or termination of this Agreement shall terminate in relation be without prejudice to Eurocom pursuant any rights that have accrued to either of the parties under this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderAgreement. 9.3 Termination 8.6 Clauses 1, 5. 6, 7. 8.3, 8.5, 9, 10 and 11 shall survive termination or expiry of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Agreement.

Term and Termination. 9.1 16.1 This Agreement and each Scope of Works shall continue commence on the Commencement Date and shall remain in full force and effect until for the Company is wound up or Initial Term unless otherwise ceases to exist as a separate entity or unless terminated earlier agreed by agreement between all the Parties or pursuant earlier terminated in accordance with the terms of this Agreement. Thereafter, this Agreement and each Scope of Works shall continue to Clause 9.2 belowautomatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement. 9.2 This Agreement shall terminate in relation 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant may terminate this Agreement with immediate effect by giving written notice to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such other Party has not disposed of such Shares in if: (a) The other party commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; (b) the provisions other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or (c) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇. 16.3 Termination of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Sharefor any reason, shall also be released from all its not affect the accrued rights, remedies, obligations and restrictions hereunderor liabilities of the Parties existing at termination. 9.3 Termination 16.4 On termination of this Agreement pursuant for any reason: (a) Core shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to Clause 9.2 above and including the date of termination including (1) all remaining amounts owing up to the end of the Initial Term; or any Subsequent Term (as applicable) (2) any termination fees that Core incurs from any of its third party suppliers or software providers as a consequence of such early termination. Core shall use reasonable endeavours to mitigate any loss, but the Customer acknowledges and agrees that any third-party fees may not be mitigated by Core and the Customer shall not release hold Core responsible if it incurs full termination fees; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. 16.5 Save as provided in Clause 16 or elsewhere in this Agreement, or by mutual consent and on agreed terms, or due to a Force Majeure, neither Party shall be entitled to terminate a Scope of Works. Termination of a Scope of Works shall not by default, terminate other Scope of Works nor this Agreement. 16.6 Termination of any Scope of Works shall be without prejudice to any other rights which any Party from may have under any liability, which at the time other Scope of Works. 16.7 Upon termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated or a specific Scope of Works for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party reason Core will provide to the Customer and/or to any new supplier selected by the Customer (the “Indemnifying PartySuccessor Service Provider”) shallsuch assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in additionwhole or in part, on demand to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by any the Customer for the transition of Services during the Termination Assistance Period shall be provided by Core at its then current time and materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: (a) developing a plan for the orderly transition of the terminated Services from Core to the Customer or the Successor Service Provider; and (b) such other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense activities upon which the Company Parties may agree including any non- proprietary documents to enable a Successor Service Provider to continue to provide services. 16.8 Upon a termination of the Agreement or a specific Scope of Works (as applicable), Core shall only retain the Customer Data for a maximum period of three (3) months from the date of termination and may delete all such copies of its Customer Data after the three (3) months period has ended. 16.9 The provisions of Clauses 7, 8, 10, 11, 12, 13, 15, 16, 17, 18 and 20 shall survive termination of any such Parties incur Scope of Works or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this Agreement.

Term and Termination. 9.1 22.1 This Agreement shall continue commence on the Commencement Date and individual Orders shall commence on the Order Commencement Date and shall subject to earlier termination pursuant to this clause 22. 22.2 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement (or at their option an individual Order or Orders) with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in full force default not less than 14 days after being notified in writing to make such payment; (b) the other party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect until to the Company is wound up or otherwise terms of this Agreement; (d) the other party: (i) ceases to exist trade (either in whole, or as to any part or division involved in the performance of this agreement); or (ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or (iii) a separate entity person (including the holder of a charge or unless terminated earlier other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or (iv) the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement between all the Parties or pursuant to Clause 9.2 belowa court order, an amount of less than the sums owing to them in satisfaction of those sums; or (v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction). 9.2 This Agreement shall terminate in relation 22.3 Without prejudice to any Party after it ceases to hold directly rights that have accrued under this Agreement or indirectly any Shares that such Party holds pursuant of its rights or remedies, the Supplier may at any time terminate this Agreement (or at its option an individual Order or Orders) with immediate effect by giving written notice to the Required Israeli Percentage and/or Customer if the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares Customer is in breach of the provisions any of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderunder Clause 6,7 or 8 of Schedule 1, Clause 7 of Schedule 2 or otherwise infringes or threatens to infringe any of the Supplier’s Intellectual Property Rights in the Software Product and/or the Customer Solution. 9.3 22.4 Termination of this Agreement pursuant to Clause 9.2 above by either party in accordance with the rights contained in clause 22 shall not release any Party from any liabilityaffect the accrued rights, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect remedies, obligations or be construed or operate as a waiver liabilities of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such parties existing at termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This 11.1 LTT may terminate this Agreement shall continue immediately on written notice if the Client fails to make any undisputed payments in full force to LTT, when due under this Agreement and effect until the Company is wound up or otherwise ceases Client has failed to exist as remedy this non-payment within a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowperiod of 14 (fourteen) days. 9.2 This 11.2 Either Party may terminate this Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant immediately on written notice to the Required Israeli Percentage and/or other Party if: 11.2.1 an order is made or an effective resolution is passed for the Required Founders Percentageadministration or the winding up of the other Party other than for the purpose(s) of reorganisation, reconstruction or amalgamation only without insolvency or on the other Party entering into a binding legal arrangement to pay its creditors less than the full amount due to them; 11.2.2 the other Party becomes bankrupt or insolvent or has a receiving order made against it; 11.2.3 the other Party suspends, ceases or threatens to suspend or cease to carry on its business other than for the purpose(s) of reorganisation, reconstruction or amalgamation only without insolvency or being unable or unwilling without good reason to pay its valid debts as applicable, provided that such they fall due or on the appointment of any administrative or other receiver; or 11.2.4 the other Party has not disposed of such Shares in commits a material breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination any provision of this Agreement pursuant which is not remediable or, if remediable, is not remedied within thirty (30) days of receiving written notice specifying the breach and requiring it to Clause 9.2 above shall not release be remedied. 11.3 LTT may terminate this Agreement on twenty-eight (28) days’ written notice to the Client, for any Party from any liability, which at the time of reason whatsoever. 11.4 Any termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement in accordance with this Clause 11 shall be without prejudice to be compensated for any loss, injury or damages resulting therefrom which is incurred the rights of either before or after Party accrued prior to such termination. Each Party (. 11.5 Upon termination, the “Indemnifying Party”) shall, in addition, on demand by Client agrees to immediately pay to LTT any other Party, indemnify outstanding undisputed sums relating to the other Parties against any cost, loss, liability, claim, action, demand Ground Arrangements or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default otherwise incurred / owing under this Agreement that have been incurred by the Indemnifying Party under effective date of termination, and any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)interest accruing thereon.

Term and Termination. 9.1 14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: 14.1.1 either party notifies the other party of termination, in full force and effect until writing, at least 60 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 14.1.2 otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without affecting any other right or remedy available to it, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when either party may terminate this Agreement shall terminate with immediate effect by giving written notice to the other party if: 14.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in relation default not less than 30 days after being notified in writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate make such payment; 14.2.2 the other party commits a material breach of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination any other term of this Agreement pursuant which breach is irremediable or (if such breach is remediable) fails to Clause 9.2 above shall not release remedy that breach within a period of 14 days after being notified in writing to do so; 14.2.3 the other party repeatedly breaches any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach terms of this Agreement in such a manner as to be compensated for any loss, injury reasonably justify the opinion that its conduct is inconsistent with it having the intention or damages resulting therefrom which is incurred either before or after such termination. Each Party (ability to give effect to the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify terms of this Agreement; 14.2.4 the other Parties against any costparty suspends, lossor threatens to suspend, liabilitypayment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, claim, action, demand as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or expense which 123(2) of the Company Insolvency Act 1986; 14.2.5 the other party commences negotiations with all or any such Parties incur or which is made against class of its creditors with a view to rescheduling any of them arising out its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or in relation to more other companies or the solvent reconstruction of that other party; 14.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 14.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 14.2.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 14.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 14.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any default by part of the Indemnifying Party under other party's assets and such attachment or process is not discharged within 14 days; or 14.2.11 any agreements event occurs, or proceeding is taken, with respect to the Company’s lenders other party in any jurisdiction to which such Party it is a party subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.4 to clause 14.2.10 (including misrepresentations made by such Party in relation to information given by itinclusive). 14.3 The Supplier may terminate this Agreement on notice in writing to the Customer if: 14.3.1 it has notified the Customer, in accordance with clause 6.6, that it is unable to complete the Configuration Services and such Configuration Services relate to any Speciality Subscription purchased pursuant to this Agreement; and 14.3.2 it becomes reasonably apparent to the Supplier it is unable to comply with its obligation at clause 7.9 of this Agreement, in which case the Supplier shall as soon as reasonably practicable following such termination reimburse to the Customer any Subscription Fees paid but in respect of which Services have not been received. 14.4 On termination of this Agreement for any reason: 14.4.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 14.4.2 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 other party; 14.4.3 the Supplier may destroy or otherwise dispose of any of the Customer Data stored on its servers in accordance with clause 7.2; 14.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and 14.4.5 any provision that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Term and Termination. 9.1 12.1 This Agreement shall will continue until Completion or until terminated in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowaccordance with its terms. 9.2 This 12.2 The Supplier shall have the right to terminate this Agreement shall terminate with immediate effect by notice in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant writing to the Required Israeli Percentage and/or Customer if the Required Founders Percentage, Customer fails to make any payment when it becomes due to fails to provide suitable access as applicable, provided that such set out herein. 12.3 Either Party has not disposed of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when may terminate this Agreement shall terminate forthwith by notice in relation writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder.the other if: 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any 12.3.1 the other Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as commits a waiver of the right of any Party aggrieved by any material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or 12.3.2 the other Party commits a material breach of this Agreement which cannot be compensated remedied under any circumstances; or 12.3.3 the other Party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or 12.3.4 the other Party ceases to carry on its business or substantially the whole of its business; or 12.3.5 the other Party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets. 12.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the Parties arising in any way out of this Agreement as at the date of termination. 12.5 On termination or expiry of this Agreement howsoever arising (a) any property, equipment or materials supplied by the Supplier and belonging to the Supplier (or licensed by it from third parties and not being part of the items specifically delivered to the Customer under the Project) shall be promptly returned to the Supplier (b) all outstanding Fees shall, together with any additional charges, taxes etc be paid in full without deduction or set off (c) the Customer shall be responsible for any lossrenewals of any registrations, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by for funding new hosts for any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against domain names and for maintenance of any of them arising out of its other rights or in relation to registrations or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)property.

Term and Termination. 9.1 This Agreement shall continue commence on the Commencement Date and shall remain in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or for an indefinite period of time unless terminated earlier by agreement between all in accordance with the Parties or pursuant to Clause 9.2 belowprovisions set out in this clause 9 (“Term”). 9.2 This The Company shall be entitled to immediately terminate this Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant by written notice to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarityProvider, if and when this Agreement shall terminate the Provider: a) is in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement and in the case of such breach being capable of remedy, fails to remedy the same within fourteen (14) days after receipt of written notice giving particulars of that breach and requiring it to be compensated remedied; b) repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; c) fails to adhere to the Company’s Health and Safety Guidelines as stipulated from time to time and/or does not ensure that any applicable third parties adhere to such guidelines; d) fails to adhere to provide any documentation required in this Agreement or any reasonable requests for any lossinformation and/or documentation; or e) in the reasonable opinion of the Company does not maintain, injury operate or damages resulting therefrom supply the Products to the standard approved by the Company. 9.3 Either party shall be entitled to terminate this Agreement forthwith by written notice to the other party if: a) the other party is unable to perform its obligation as a result of Force Majeure falling within the scope of Clause 8 which continues for more than thirty (30) days as a continuous period; or b) the other party convenes a meeting of its creditors; or c) a proposal is incurred either before made by the other party for a voluntary arrangement or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Partycomposition, indemnify scheme or arrangement with (or assignment for the benefit of) its creditors; or d) the other Parties against any costparty is unable to pay its debts; or e) a trustee, loss, liability, claim, action, demand receiver or expense which the Company administrative receiver or similar officer is appointed in respect of all or any such Parties incur part of the other party’s business or which assets; or f) a petition is made against presented or a meeting is convened for the purpose of considering a resolution (or other steps are taken) for the winding-up of the other party otherwise than for the purpose of an amalgamation or reconstruction. 9.4 If the Provider fails to adhere to any of them arising out of Applicable Laws or any Provider policy in relation to or such laws, the Company shall be permitted, in connection with its sole discretion to: a) amend the terms of this Agreement to avoid any default further violations of Applicable Laws; or b) immediately terminate this Agreement. 9.5 Either party is permitted to terminate this Agreement at any time by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is giving a party minimum of thirty (including misrepresentations made by such Party in relation to information given by it)30) days’ notice.

Term and Termination. 9.1 10.1 This Agreement shall continue be effective from the Effective Date till the elapse of [●] ([in full force and effect until words]) years from the Company is wound up or otherwise ceases to exist as a separate entity or Effective Date, unless terminated earlier by agreement between all in accordance with the Parties or pursuant to Clause 9.2 belowterms of this Agreement (“Term”). 9.2 This 10.2 The Parties hereby agree and acknowledge that neither Party shall be entitled to terminate the Agreement shall terminate during the first [●] ([in relation to words]) years from the Effective Date (“Lock-in Period”) for any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicablereason whatsoever, provided that such Party has not disposed Evosys shall be entitled to terminate the Agreement for the reasons specified in Clauses 10.3(a)(a) and (a)(b) hereinbelow even during the Lock-in Period. In the event the Client terminates the Agreement in contravention of such Shares in breach this Clause 10.2, the Client hereby agrees to pay the Fees for the remaining unexpired duration of the provisions Lock-in Period as well, which amount the Client agrees is a reasonable pre- estimate of the loss that will be suffered by ▇▇▇▇▇▇ on account of the Client’s early termination of this Agreement. 10.3 Without prejudice to any other rights or remedies which it may have, (A) Evosys, at any- time, and (B) the Licence or Client, at any-time after the Company’s Articles of Association. For the sake of clarityLock-in Period, if and when shall be entitled to terminate this Agreement (including any executed Task Order(s)) forthwith by written notice: (a) if the other Party shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as have committed a waiver of the right of any Party aggrieved by any breach of this Agreement and either such breach is incapable of remedy or shall have continued unremedied for [●] ([in words]) days after a notice specifying the breach and requiring the same to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party remedied has been given to the defaulting Party; or (the “Indemnifying Party”b) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or if (save in relation to a re-organisation, re-construction or amalgamation not affecting the credit-worthiness of the other Party): (i) an order is made or resolution is passed for the winding-up of the other Party or if a provisional liquidator is appointed in connection with respect of the other Party; or (ii) a receiver (which expression shall include administrative receiver) is appointed in respect of the other Party or all or any default by of its assets. 10.4 Notwithstanding anything to the Indemnifying Party under contrary contained in this Agreement, Evosys may, at any agreements with time after the Company’s lenders to which such Party is a party Lock-in Period, terminate this Agreement on giving the Client 90 (including misrepresentations made by such Party in relation to information given by it)ninety) days' written notice.

Term and Termination. 9.1 11.1 This Agreement shall continue in full force and effect until commence as of the Company is wound up or otherwise ceases to exist as a separate entity or Effective Date and, unless terminated earlier by agreement between all sooner as provided herein, shall continue for the Parties or pursuant to Clause 9.2 belowTerm. 9.2 This 11.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement shall terminate with immediate effect by giving written notice to the other party if: 11.2.1 the provision or receipt of the Services becomes unlawful; 11.2.2 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fifteen (15) Business Days after being notified in writing to make such payment; 11.2.3 if the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so (such notification to include reference to this Clause 11.2.3); or 11.2.4 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any Party after of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or it ceases or threatens to hold directly cease to carry on business. 11.3 Sylvera may terminate this Agreement at any time in whole or indirectly any Shares that such Party holds pursuant in part by giving three (3) months’ written notice to the Required Israeli Percentage and/or the Required Founders Percentage, as applicableCustomer, provided that such Party has not disposed Sylvera shall refund to the Customer any amounts paid in advance as at the date of such Shares in breach termination of the provisions of this Agreement under this Clause 11.3. 11.4 Without prejudice to any other rights or remedies to which ▇▇▇▇▇▇▇ may be entitled under this Agreement, if Sylvera knows or has reasonable grounds to suspect that the Licence Customer is acting in material breach of its obligations under this Agreement, Sylvera may notify the Customer in writing accordingly and may immediately suspend the Customer’s and all Authorised Users’ access to the Services until such breach can be remedied or until Sylvera is satisfied, acting reasonably, that its suspicions are unfounded. If Sylvera suspends Customer’s access for 10 Business Days or longer and, upon investigation, determines that its suspicions were unfounded, Sylvera shall refund to Customer any amounts paid in respect of the Company’s Articles period of Association. For the sake suspension. 11.5 On termination of clarity, if and when this Agreement for any reason: (i) all licences granted under this Agreement shall terminate in relation immediately terminate; (ii) each party shall return and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to Eurocom pursuant to this Clause 9.2 hereofthe other party; and (iii) any rights, Tapuzremedies, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any Party aggrieved by any breach of this Agreement to which existed at or before the date of termination shall not be compensated for any loss, injury affected or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)prejudiced.

Term and Termination. 9.1 12.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in full force and effect until writing, at least 60 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by any Renewal Period, in which case this agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the Licence other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or the Company’s Articles (if such breach is remediable) fails to remedy that breach within a period of Association. For the sake of clarity, if and when this Agreement shall terminate 21 days after being notified in relation writing to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderdo so. 9.3 Termination 12.3 On termination of this Agreement pursuant agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to Clause 9.2 above the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not release any Party from any liability, which due at the time date of termination has already accrued to such Partytermination). Nothing The Customer shall pay all reasonable expenses incurred by the Supplier in the immediately preceding sentence shall affect returning or be construed disposing of Customer Data; and (d) any rights, remedies, obligations or operate as a waiver liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any Party aggrieved by any breach of this Agreement to the agreement which existed at or before the date of termination shall not be compensated for any loss, injury affected or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)prejudiced.

Term and Termination. 9.1 15.1 This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with the termination provisions under this Agreement, shall continue in full force and effect until either Party gives to the Company other Party not less than 30 days’ written notice to terminate to take effect not earlier than: 15.1.1 if you are paying the Fees on a monthly basis, at the end of current subscription month; and 15.1.2 if you are paying the Fees on an annual basis, at the end of the current subscription year. 15.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: 15.2.1 the other Party commits a material breach of this Agreement which breach is wound irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so; or 15.2.2 the other Party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other Party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other Party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator or which entitle the court to make a winding-up or otherwise ceases bankruptcy order, or the other Party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; and/or 15.2.3 the other Party suspends or ceases, or threatens to exist as suspend or cease, carrying on all or a separate entity substantial part of its business. 15.3 Without affecting any other right or unless terminated earlier by agreement between all the Parties or pursuant remedy available to us, we may terminate this Agreement without Liability (subject to Clause 9.2 below14.2), with immediate effect by giving written notice to you, if: 15.3.1 you challenge or dispute the validity of any of our IPR; or 15.3.2 you purport to assign any of your rights or obligations under this Agreement. 9.2 This 15.4 On termination of this Agreement for any reason: 15.4.1 all licences and rights granted under this Agreement shall terminate in relation immediately terminate; 15.4.2 you shall pay to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of us all amounts owing under this Agreement, whether invoiced or not; 15.4.3 each Party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the Licence other Party; and 15.4.4 any rights, remedies, obligations or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any Party aggrieved by any breach of this Agreement to which existed at or before the date of termination, shall not be compensated for any loss, injury affected or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)prejudiced.

Term and Termination. 9.1 13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term of twelve (12) months and, thereafter, this agreement shall be automatically renewed for successive periods of twelve (12) months (each a Renewal Period), unless: (a) The Customer fails to make payment for a Paid Version, in which case this Agreement shall continue in full force and effect until continue, unless otherwise terminated, on the Company terms applicable to a Basic Version; (b) the section or account is wound up deleted/closed or the Customer otherwise ceases to exist as a separate entity terminates the agreement or unless terminated earlier by agreement between all downgrades from the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant Paid Version to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares Basic Version; or (c) otherwise terminated in breach of accordance with the provisions of this Agreement, agreement; and the Licence or Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderSubscription Term. 9.3 Termination 13.2 Notwithstanding clause 13.1 above, OYM may, in its absolute discretion, upon specific request from the Customer, allow the Customer to terminate the agreement within the first thirty (30) days of commencement of the agreement for any Paid Version and may allow the Customer either to continue to use the Basic Version, or permit termination of the agreement. In this instance OYM may, in its absolute discretion provide a refund of any Charges paid by the Customer be that pro-rata or otherwise taking into account OYM’s reasonable costs associated with such a termination. 13.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any other term of this Agreement pursuant agreement which breach is irremediable or (if such breach is remediable) fails to Clause 9.2 above shall not release remedy that breach within a period of 45 days after being notified in writing to do so; (b) the other party repeatedly breaches any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; 13.4 On termination of this agreement (where it does not continue under a Basic Version license) for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) each party shall return and make no further use of any Party aggrieved by Documentation and other items (and all copies of them) belonging to the other party; (c) OYM may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 4.6(c). (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement to the agreement which existed at or before the date of termination shall not be compensated for any loss, injury affected or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)prejudiced.

Term and Termination. 9.1 ‌ 12.1 This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Date and shall continue indefinitely until and unless: (a) the Customer: (i) completes the Data Deletion Procedure; and (ii) gives written notification of termination to ▇▇▇▇▇▇▇▇.▇▇, the minimum period of such notification being at least the Notice Period, in full force and effect until the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This which case this Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant upon the expiry of the Notice Period; (b) ▇▇▇▇▇▇▇▇.▇▇ gives written notification of termination to the Required Israeli Percentage and/or Customer, the Required Founders Percentage, as applicable, provided that such Party has not disposed minimum period of such Shares notification being at least the Notice Period, in breach which case this Agreement shall terminate upon the expiry of the Notice Period; or‌ (c) otherwise terminated in accordance with the provisions of this Agreement. 12.2 Failure by the Customer to complete the Data Deletion Procedure may, at ▇▇▇▇▇▇▇▇.▇▇’ election (in its absolute discretion), render the Licence Customer’s attempt to terminate this Agreement ineffective, in which case the Customer shall continue to be liable for Fees. 12.3 Without prejudice to any other rights or remedies to which the Company’s Articles parties may be entitled, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of Association. For any of the sake terms of claritythis Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other party's assets or undertaking, or if and when circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) the other party takes or suffers any similar or analogous action in 12.1(b) to (e) in any jurisdiction in consequence of debt. 12.4 Following expiry or termination of this Agreement: (a) all licences granted under this Agreement shall terminate immediately terminate; (b) 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 other party; (c) ▇▇▇▇▇▇▇▇.▇▇ will provide the Customer Data in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate agreed CSV format within 10 days of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination the date of termination of this Agreement pursuant and will then be obliged to Clause 9.2 above destroy all Customer Data stored within its systems; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect be affected or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)prejudiced.

Term and Termination. 9.1 11.1 This Agreement shall become effective on the Direct R&D Effective Date and continue in full force and effect until later of the Company is wound up termination of the FVC-Japan Master Agreement or otherwise ceases to exist the Master Agreement, unless earlier terminated as a separate entity or unless terminated earlier hereinafter provided. The term of this Agreement may be extended by mutual agreement between all the Parties or pursuant to Clause 9.2 belowof both parties. 9.2 This Agreement shall terminate in relation 11.2 If either party fails to perform or breaches any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of its material obligations under this Agreement, then, upon sixty (60) days advanced written notice specifying such failure or breach, the Licence or non-defaulting party shall have the Company’s Articles of Association. For the sake of clarity, if and when right to terminate this Agreement shall terminate forthwith, unless the failure or breach specified in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 the notice has been cured during the sixty (60) day period. Termination of this Agreement pursuant to Clause 9.2 above this Section 11.2 shall not release any Party relieve the breaching party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by liability arising from any breach of this Agreement and such termination shall be without prejudice to be compensated any other rights and remedies of the non-breaching party provided at law or in equity, in addition to the rights and remedies set forth in this Agreement. 11.3 Either party shall have the right to terminate this Agreement by giving written notice to the other party upon the occurrence of any of the following events: (a) the filing by the other party of a voluntary petition in bankruptcy or insolvency; (b) any adjudication that such other party is bankrupt or insolvent; (c) the filing by such other party of any legal action or document seeking reorganization, readjustment or arrangement of its business under any law relating to bankruptcy or insolvency; (d) the appointment of a receiver for all or substantially all of the property of such other party; or (e) the making by such other party of any assignment of whole or substantial assets for the benefit of creditors. This Agreement shall terminate on the thirtieth (30th) day after such notice of termination is given. 11.4 In the event of termination or expiration of this Agreement, the rights and licenses granted to each party specified in Article 7 shall survive such termination or expiration, except that if this Agreement is terminated by either party for any lossof the events specified in Sections 11.2 and 11.3, injury then the licenses granted to the defaulting party or damages resulting therefrom which is incurred either before the non-terminating party, as the case may be, shall thereupon terminate. The provisions of Articles 6, 8, 9, 10, 11 and 12 shall survive any termination or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any expiration of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)this Agreement.

Term and Termination. 9.1 10.1 The term of the Agreement shall commence as of the Agreement Date and continue five (5) years from the Agreement Date, unless earlier terminated or canceled in accordance with this Section 10. Notwithstanding the foregoing, if any Work Orders are in effect on the day that this Agreement would otherwise expire, then this Agreement will remain in effect solely for the purpose of those Work Orders until their respective expiration, cancelation or termination. The initial term of this Agreement may be extended by mutual written consent of both Parties. 10.2 COLUCID shall have the right to terminate or cancel this Agreement or an individual Project at its sole discretion and without cause upon thirty (30) days’ prior written notice to PCAS. In the event of such termination or cancellation, PCAS will use its best efforts to mitigate costs during the notice period, and COLUCID will pay PCAS for all Services performed up to the date of termination and reasonable non-cancelable costs incurred in connection with the Services, in accordance with the terms of this Agreement and the applicable Work Order. If payments made by COLUCID for a Project exceed the amount owed for Services performed before the Project’s termination or cancellation, PCAS agrees to return the excess balance to COLUCID. 10.3 This Agreement shall continue in full force and effect until the Company is wound up may be terminated by a Party, without prejudice to other rights or otherwise ceases to exist as a separate entity remedies available under this Agreement or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant law, by giving written notice to the Required Israeli Percentage and/or other Party in the Required Founders Percentage, as applicable, provided that such event of a material breach by the other Party has not disposed of such Shares in breach of the provisions of its obligations under this Agreement, unless such breach is cured by the Licence or the Company’s Articles breaching party within thirty (30) days after written notice of Association. For the sake of clarity, if and when this Agreement shall terminate in relation breach has been given to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderit. 9.3 Termination of 10.4 Either Party may terminate this Agreement pursuant Agreement, upon written notice to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify in the event that the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party has (a) commenced a voluntary proceeding under any agreements insolvency law, or (b) had an involuntary proceeding commenced against it under any insolvency law which has continued undismissed or unstayed for 60 consecutive days, or (c) had a receiver, trustee or similar official appointed for it or for any substantial part of its property, or (d) made an assignment for the benefit of creditors, or (e) had an order for relief entered with respect to it by a court of competent jurisdiction under any insolvency law. For purposes hereof, the Company’s lenders to which such Party is a party (including misrepresentations made by such Party term “insolvency law” means any applicable bankruptcy, insolvency or other similar law now or hereafter in relation to information given by it)effect.

Term and Termination. 9.1 This Agreement 10.1. The Contract shall commence on the Commencement Date and shall continue in full force and effect until the Company expiry of the Term, or the expiry of any extension of any Term, unless otherwise terminated in accordance with the terms of the Contract. 10.2. After the expiry of the initial Term, the Contract shall automatically renew for successive one (1) year terms with each such one (1) year renewal extending the Term for such period unless written notice not to automatically renew is wound up provided by either party at least ninety (90) days prior to the expiry of the current Term and where such notice is provided the Contract shall expire on the next renewal date. 10.3. SoftCo shall have the right without prejudice to any other remedies, at any time by giving notice in writing to the Customer to terminate forthwith the Contract including the Licence, where Customer fails to pay an undisputed Price or otherwise 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. 10.4. Either party may, by providing written notice, terminate the Contract: 10.4.1. where the other party commits any breach of any material term or condition of the 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 10.4.2. where the other party ceases to exist 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 its debts as they fall due. 10.5. On expiry or termination for any reason: 10.5.1. all rights and all Licences granted to the Customer under the Contract shall cease and be withdrawn; 10.5.2. the Customer shall cease all activities authorised by the Licence and cease any use of the Software; 10.5.3. SoftCo shall delete any Customer data held by SoftCo and, if requested, certify to Customer that it has done so; 10.5.4. 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 separate entity result of a breach by SoftCo; 10.5.5. 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; 10.5.6. the Customer shall immediately destroy all copies of the Software then in its possession, custody or unless terminated earlier by agreement between all control and certify to SoftCo that it has done so in SoftCo’s required certification format; 10.5.7. the Parties or pursuant Customer shall allow SoftCo to Clause 9.2 below. 9.2 This Agreement shall terminate conduct a termination audit (in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this AgreementClause 8) 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 10.5.8. all Products or Services which are requested post termination may be provided at SoftCo’s sole discretion, on an interim or ad hoc basis and if so supplied all such Products or Services provided for any interim period or on an ad hoc basis shall be provided on SoftCo’s then prevailing rates and subject to the provisions of SoftCo’s then standard terms but may be terminated by SoftCo at any time. 10.6. Where the 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 Licence or Termination Amounts and the Company’s Articles of Association. For Customer acknowledges and accepts, in particular, the sake of clarity, if and when this Agreement shall terminate in relation obligation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from pay all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing amounts as are provided for in the immediately preceding sentence shall affect or be construed or operate as a waiver of Termination Amounts having regard to the right of any Party aggrieved by any breach of this Agreement to be compensated for any lossoriginal agreed full Term, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense upon which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by Price and each payment over the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)Term was calculated and based.

Term and Termination. 9.1 This Agreement shall continue is effective as of the Effective Date, and will remain in full force and effect until for the Company is wound up or otherwise ceases duration of the Term, unless terminated by either Party pursuant to exist as Clause 5 of this Agreement. Thereafter, this Agreement will automatically renew for additional one (1) year periods (each a separate entity or “Renewal Term”), unless terminated earlier by agreement between all the Parties or either Party pursuant to Clause 9.2 belowthis Agreement or unless either Party gives notice of non-renewal to the other Party no later than thirty (30) days before the end of the Term or the then-current Renewal Term. The Term, together with any and all Renewal Terms, are referred to collectively as the “Total Term. 9.2 ” This Agreement shall terminate may be terminated: (i) by either Party, if the other Party materially breaches any term of this Agreement, and, where the breach is capable of remedy, the breaching Party fails to remedy the breach within thirty (30) days of receipt of written notice from the non-breaching Party specifying the breach and requiring remedy of it; or (ii) by either party effective immediately on written notice, if the other party ceases to conduct business in relation the normal course, becomes insolvent or makes a general assignment for the benefit of creditors, becomes generally unable to pay its debts as they fall due, becomes subject to any Party after it ceases proceeding under any statute of any governing authority relating to hold directly insolvency or indirectly the rights to creditors which is not dismissed within sixty (60) days, or the equivalent occurs in any Shares that such Party holds pursuant jurisdiction. If, at any time, the Supplier discontinues the Services or the Customer terminates this Agreement due to the Required Israeli Percentage and/or Supplier’s material breach or insolvency (as provided for in the Required Founders Percentageprior paragraph in this Clause 5), as applicablethe Supplier shall refund to the Customer an amount equal to a pro rata proportion of the Fees to reflect the period of time for which the Services are not provided. Without prejudice to any other remedy the Supplier may have, provided that if the Customer (i) materially breaches (and fails to remedy such Party has not disposed breach within 30 days of such Shares in breach of a written notice requiring it to do so) the provisions of this AgreementAgreement or (ii) fails to pay the Supplier within thirty (30) days of the receipt of the invoice from the Supplier or the Authorised Reseller (unless otherwise specified in the invoice), the Licence or Supplier will, in addition to any other right then available to it, have the Company’s Articles right to suspend performance of Associationits obligations under this Agreement immediately until Customer's obligations have been fully and properly performed. For In this event, the sake Supplier will use commercially reasonable efforts to resolve the issues causing suspension of claritythe Services. Upon termination of this Agreement for any reason: (a) all rights, if licences and when obligations of the Parties shall immediately cease and terminate, provided however that termination of this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate not relieve the Customer of Eurocom that owns one Share, shall also be released from all its obligations to pay any outstanding Fees, expenses, charges or other sums that have accrued or are otherwise outstanding or owed by Customer to the Supplier or to the Authorized Reseller at the date of termination; and (b) the Customer acknowledges and restrictions hereunder. 9.3 Termination agrees that upon termination: (i) if the Customer has paid in full all amounts owed to the Supplier or to the Authorized Reseller at the date of termination, the Supplier will terminate Customer’s access to the Services and delete Customer Data as set forth in Schedule A; or (ii) if the Customer has not paid in full all amounts owed to the Supplier or to the Authorized Reseller at the date of termination, then the Supplier’s obligation to maintain the Customer’s access to the Services or store and maintain any Customer Data shall cease on termination. In the event of a dispute between the Parties, the Parties will meet and use reasonable endeavours to agree a resolution, acting in good faith. In this case, the Supplier’s obligations to maintain the Customer’s access to the Services and to store and maintain any Customer Data shall continue for a period of one (1) month the date of notification of the dispute. The Customer acknowledges and agrees that Supplier’s obligation to maintain the Customer’s access to the Services or store and maintain any Customer Data shall cease at the end of this one (1) month period. The termination or expiry of this Agreement pursuant shall be without prejudice to Clause 9.2 above shall not release any the rights, recourses and remedies either Party from any liabilitymay have against the other, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved whether subsisting by any breach virtue of this Agreement to be compensated for any lossor otherwise, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any may have accrued up to the date of, or which arise out of, the termination or expiry of them arising out this Agreement. Clauses 2.ii, 3, 4 and 5 shall survive termination of or this Agreement in relation to or in connection accordance with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)their terms.

Term and Termination. 9.1 With respect to the Vessel, this Agreement shall commence from the date of this Agreement and will continue for approximately five years, unless terminated by either party hereto on not less than one hundred and twenty (120) days notice if: (a) in the case of the Owner , there is a Change of Control of the Manager and in the case of the Manager, if there is a Change of Control of the Owner ; (b) the other party breaches this Agreement; (c) a receiver is appointed for all or substantially all of the property of the other party; (d) an order is made to wind-up the other party; (e) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or (f) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced. The approximate termination date of this Agreement with respect to the Vessel is listed in Schedule “B” to this Agreement (the “Date of Termination”) next to the Vessel’s name. This Agreement shall continue be deemed to be terminated with respect to the Vessel in full force and effect until the Company case of the sale of the Vessel or if she becomes a total loss or is wound up or otherwise ceases to exist declared as a separate entity constructive or unless terminated earlier by agreement between all compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, any Fees or Costs outstanding at the Parties time of the sale or pursuant to Clause 9.2 below. 9.2 This Agreement loss shall terminate be paid in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake purpose of claritythis clause: (i) the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the Owner ceases to be the legal owner of the Vessel, or the Vessel owning company, as the case may be; (ii) the Vessel shall not be deemed to be lost until either she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if and when such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or the Owner issue a notice of abandonment to the underwriters. The termination of this Agreement shall terminate in relation be without prejudice to Eurocom pursuant all rights accrued due between the parties prior to this Clause 9.2 hereof, Tapuz, an affiliate the date of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereundertermination. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it).

Term and Termination. 9.1 This Agreement 11.1. The Parties agree that this Contract shall continue come into force on the date of its signature by all Parties. However, this Contract shall be fully effective only from the Effective Date. 11.2. In regard to UPA this Contract shall remain valid until the termination of the Agreement. In regard to the other Parties this Contract shall remain valid until the first of the following events occurs: (i) fifteen (15) years after the Effective Date, if this Contract is not extended by mutual agreement of the Parties; (ii) the mutual agreement by the Parties to terminate this Contract; (iii) at the election of a Party if the other Party commits a material breach of any term or provision of this Contract and (if such breach is remediable) fails to remedy such breach within thirty (30) days or any other period, provided by the Party not in default; (iv) at the election of a Party if the other Party (a) admits in writing its inability to pay its debts generally as they become due, (b) makes a general assignment for the benefit of creditors, (c) institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a petition of bankruptcy against it, (d) seeks reorganization under any bankruptcy act, or consents to the filing of a petition seeking such reorganization, or (e) has a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of its property or providing for the liquidation of its property or business affairs; provided, however, that this Contract may not be terminated pursuant to this Section 11.2(iv) if the other Party generally continues to do business following the occurrence of any of the foregoing events without committing any breach of any term or provision of this Contract (including any payment breach). 11.3. Upon termination of this Contract for any reasons whatsoever: · except as provided in this Article, the rights and the obligations of the Parties under this Contract shall immediately terminate; · UPA shall no longer be licensed to use or otherwise exploit in any way, either directly or indirectly, Know-how or any other Intellectual Property of the other parties; · UPA shall consent to the cancellation of any formal licence granted to it, or of any registration of it in any register, in relation to this Contract; · any rights or obligations to which any of the Parties to this Contract may be entitled or be subject before its termination shall remain in full force and effect until effect; in particular, termination shall not affect or prejudice any right to damages or other remedy which the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all applicable Licensor may have in respect of the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant event giving rise to the Required Israeli Percentage and/or termination or any other right to damages or other remedy which the Required Founders Percentage, as applicable, provided that such Party has not disposed applicable Licensor may have in respect of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement Contract that existed at or before the date of termination; · termination shall not affect or prejudice the provisions regarding confidentiality, representations, warranties and covenants, limitation of liability, arbitration and governing law; · termination shall not affect or prejudice the rights of any third party under any License of Use validly granted prior to be compensated for any lossthe date of termination; · within 5 (five) days after the termination of this Contract, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by UPA and any other PartyParty shall: (i) return to the applicable Licensor (or, indemnify at such Licensor's direction) all equipment, drawings, reports, spreadsheets, instruction and training manuals, tables of operating conditions, specifications, tables and procedures, and other documents, files, software, tools or materials (whether in tangible or electronic form) supplied by the other Parties against any cost, loss, liability, claim, action, demand applicable Licensor under this Contract and/or which contain Know-how or expense which Intellectual Property and all copies thereof then in the Company possession or under the direct control of UPA or any such Parties incur other Party or which is made against any of them arising out their officers, directors, employees or consultants; and (ii) deliver to the applicable Licensor a written statement confirming that all obligations regarding returning of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to above stated information given by it)and/or material have been complied with.

Term and Termination. 9.1 Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7.1 This Agreement shall become effective on EFFECTIVE DATE and shall, unless earlier terminated pursuant to Sections 7.2 or 7.3 below, continue in full force and effect until the Company is wound up or otherwise ceases last to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowexpire of LICENSED PATENTS. 9.2 This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to 7.2 In the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed event of such Shares in breach of the provisions of this Agreement, the Licence or the Company’s Articles of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement by one party hereto, and if such breach is not corrected within ninety (90) days after written notice complaining thereof is received by such party, the other party may terminate this Agreement forthwith by written notice to that effect to such party. 7.3 FUJITSU shall also have the right to terminate this Agreement forthwith by giving written notice of termination to AVANEX at any time, upon or after: (a) the filing by AVANEX of a petition in bankruptcy or insolvency; or (b) any adjudication that AVANEX is bankrupt or insolvent; or (c) the filing by AVANEX of any legal action or document seeking reorganization, readjustment or arrangement of AVANEX's business under any law relating to bankruptcy or insolvency; or (d) the appointment of receiver for all or substantially all of the property of AVANEX; or (e) the making by AVANEX of any assignment for the benefit of creditors; or (f) the institution of any proceedings for the liquidation or winding up of AVANEX's business or for the termination of its corporate charter; or (g) the assignment to third party of all or substantially all of the assets of AVANEX; or (h) important change in controlling ownership of AVANEX; or (i) any activity or assistance by AVANEX or SUBSIDIARIES of challenging the validity of any LICENSED PATENTS or restricting the scope thereof. 7.4 In the event of termination of this Agreement by FUJITSU pursuant to Sections 7.2 or 7.3 above, the licenses granted hereunder to AVANEX and SUBSIDIARIES shall automatically terminate when AVANEX received or deemed to be compensated for any loss, injury received such termination notice hereunder. AVANEX shall pay the amount of the running royalty accrued on or damages resulting therefrom which is incurred either before or after such termination. Each Party the date of termination within thirty (the “Indemnifying Party”30) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)days thereafter.

Term and Termination. 9.1 13.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for 12 months and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in full force and effect until writing, at least 60 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by any Renewal Period, in which case this agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the Licence other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the Company’s Articles solvent reconstruction of Association. For the sake of claritythat other party; (f) a petition is filed, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereofa notice is given, Tapuza resolution is passed, or an affiliate of Eurocom that owns one Shareorder is made, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any default part of the other party's assets and such attachment or process is not discharged within 10 Business Days; (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(d) to clause 13.2(j) (inclusive); (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 13.3 The Customer may terminate this agreement with immediate effect by giving written notice to the Supplier no later than 10 Business Days of any increase in the Subscription Fees and/or the Support Fees pursuant to clause 8.2. 13.4 The Supplier may terminate this agreement with immediate effect by giving written notice to the Customer in the event that the Supplier’s right to grant the licences under this agreement ceases. 13.5 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) 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 other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Indemnifying Party under Supplier in returning or disposing of Customer Data; and (d) any agreements with rights, remedies, obligations or liabilities of the Company’s lenders parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which such Party is a party (including misrepresentations made by such Party in relation to information given by it)existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 9.1 This 13.1 Pursuant to the APLA, the term of this Agreement shall continue extend until such time as the Distributor/Reseller receives and accepts the white label versions of the StrikeForce products as provided in full force the APLA, and effect until thereafter in regard to said white labeled versions of the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all StrikeForce products the Parties or pursuant to Clause 9.2 belowlicense shall be exclusive and in perpetuity. 9.2 This 13.2 Should either party commit a material breach of its obligations hereunder, or should any of the representations of either party in this Agreement prove to be untrue in any material respect, the other party may, at its option, terminate this Agreement, by thirty (30) days' written notice of termination at any time, which notice shall identify and describe the basis for such termination. If, prior to expiration of such period, the defaulting party cures such default, termination shall not take place. 13.3 Either party hereto may, at its option and without notice, terminate this Agreement, effective immediately, should the other party hereto (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (4) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (5) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (6) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs. 13.4 Termination of this Agreement shall terminate in relation not relieve either party of the obligations incurred hereunder pursuant to, and shall not affect the applicability of the other provisions that, by their nature, should survive such termination. 13.5 Termination of this Agreement shall have no effect on any valid Licensed Software Product(s) granted by StrikeForce through Distributor/Reseller prior to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions termination of this Agreement, so long as Distributor/Reseller and End Users comply with their respective agreements. 13.6 On termination of this Agreement, no additional Licensed Software Product(s) shall be shipped or downloaded by Distributor/Reseller and Distributor/Reseller shall not make any copies of any Licensed Software Product(s) for or to End Users. Upon termination, Distributor/Reseller shall (1) return to StrikeForce all copies of Licensed Software Product(s) delivered to Distributor/Reseller, including all copies thereof and (2) destroy, and certify to StrikeForce in writing through an officer of the Licence or corporation that it has destroyed, any copies of Licensed Software Product(s) in its possession. 13.7 Subject to the Company’s Articles terms of Association. For the sake APLA, should Distributor/Reseller not conclude any sales within six months of claritythe Effective Date, if and when either Party may terminate this Agreement shall terminate in relation their sole discretion, with or without cause, upon thirty days prior notice to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination the other Party after the first six months of this Agreement pursuant to Clause 9.2 above shall not release and any Party time thereafter until revenues from any liability, which at the time sales of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved greater than $50,000 are received by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)StrikeForce.

Term and Termination. 9.1 This Agreement shall continue be effective as of the Effective Date and shall remain in full force and effect until during the Company is wound up or otherwise ceases to exist as a separate entity or unless terminated earlier by agreement between all the Parties or pursuant to Clause 9.2 belowTerm. 9.2 This Agreement shall terminate as follows: (a) If either THERAGENEX or ADVENTRX materially breaches or materially defaults in relation to the performance or observance of any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions of this Agreement, and such breach or default is not cured within thirty (30) days after the Licence receipt of notice by the other Party specifying such breach or default, the Company’s Articles other Party shall have the right to terminate this Agreement forthwith, such termination to be effective upon the expiration of Associationsuch thirty (30)-day notice period. For the sake purposes of claritythis Section 9.2(a), if and when a material breach or material default in the performance of any of the provisions of this Agreement shall terminate include a material inaccuracy in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunderany warranty or representation contained herein. 9.3 Termination (b) If either Party admits in writing that it is generally unable to meet its debts when due, or makes a general assignment for the benefit of this Agreement pursuant to Clause 9.2 above its creditors, or there shall not release any have been appointed a receiver, trustee or other custodian for such Party from any liabilityor for a substantial part of its assets, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur case or which is made proceeding shall have been commenced or other action taken by or against any of them arising out of or in relation to or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation bankruptcy or seeking the reorganization, liquidation, dissolution or winding-up of such Party or any other relief under any bankruptcy, insolvency, reorganization or other similar act or Law, and any such event shall have continued for sixty (60) days undismissed, unstayed, unbonded and undischarged, then the other Party may, upon notice to such Party terminate this Agreement, such termination to be effective upon such Party’s receipt of such notice. (c) THERAGENEX shall have the right to terminate this Agreement at any time, upon ninety (90) days’ written notice to ADVENTRX if THERAGENEX concludes in good faith, based on technical information given learned by it)it following the Effective Date, that there is no reasonable likelihood of a commercially viable Licensed Product, such termination to be effective upon the expiration of such ninety (90)-day notice period. (d) THERAGENEX shall have the right in its sole discretion to terminate this Agreement upon written notice to ADVENTRX prior to December 31, 2006, in the event that its review of the ADVENTRX Patent Rights and any Third Party patents indicates that the making, use, sale, offer for sale, or importation of a Licensed Product would likely infringe valid claims of a Third Party’s patent or published patent application in the Territory.

Term and Termination. 9.1 14.1 This Agreement agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: 14.1.1 either party notifies the other party of termination, in full force and effect until writing, at least 60 days before the Company is wound up end of the Initial Subscription Term or otherwise ceases to exist as a separate entity or unless terminated earlier by any Renewal Period, in which case this agreement between all the Parties or pursuant to Clause 9.2 below. 9.2 This Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 14.1.2 otherwise terminated in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds pursuant to the Required Israeli Percentage and/or the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the Licence other party if: 14.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 90 days after being notified in writing to make such payment; 14.2.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 90 days after being notified in writing to do so; 14.2.3 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; 14.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; 14.2.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the Company’s Articles solvent reconstruction of Association. For the sake of claritythat other party; 14.2.6 a petition is filed, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereofa notice is given, Tapuza resolution is passed, or an affiliate of Eurocom that owns one Shareorder is made, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which is made against any of them arising out of or in relation to or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 14.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 14.2.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 14.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 14.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any default part of the other party's assets and such attachment or process is not discharged within [14] days; 14.2.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.4 to clause 14.2.10 (inclusive); 14.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 14.2.13 there is a change of control of the other party; or 14.2.14 any warranty given by the Indemnifying Party Supplier in clause 7.4 of this agreement is found to be untrue or misleading. 14.3 On termination of this agreement for any reason: 14.3.1 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 14.3.2 each party shall return and make no further use of any agreements equipment, property, Documentation and other items and all copies of them belonging to the other party; 14.3.3 the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.7.3, unless the Company’s lenders Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and 14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which such Party is a party (including misrepresentations made by such Party in relation to information given by it)existed at or before the date of termination shall not be affected or prejudiced.

Term and Termination. 9.1 This 17.1 Notwithstanding its date of execution, this Agreement will commence upon DATE, 2015 and on that day will replace in its entirety the Neighbours’ Agreement 2008 dated January 1, 2008. 17.2 Unless this Agreement is terminated pursuant to the terms of this Article, this Agreement shall continue so long as the UNA remains in full force and effect until existence. 17.3 This Agreement will be automatically terminated if: (a) there is a dissolution of the Company is wound up UNA; (b) all or otherwise ceases any of the Neighbourhood Housing Areas becomes part of the City of Vancouver or another municipality or local authority or similar type of governing body (other than the Greater Vancouver Regional District); (c) UBC gives the UNA written notice of its intention to exist as a separate entity or unless terminated earlier by agreement between all the Parties or terminate this Agreement pursuant to Clause 9.2 belowArticle 17.5; or (d) either party gives the other at least 90 days’ written notice of its intention to terminate this Agreement. 9.2 This Agreement shall terminate 17.4 In the event UBC concludes that the UNA: (a) has amended its constitution or By-laws in relation a manner which is inconsistent with the purposes of the UNA as described in Article 2.2, (b) breached or failed to comply with any Party after it ceases of its obligations under this Agreement, (c) uses the Neighbours’ Fund in a manner inconsistent with the purposes for which the Neighbourhood Levy has been collected, (d) has prevented or taken steps to hold directly or indirectly any Shares ensure that such Party holds pursuant UBC’s nominees are unable to be Members of the UNA, or (e) as otherwise acted contrary to the Required Israeli Percentage and/or public interest or to the Required Founders Percentage, as applicable, provided that such Party has not disposed of such Shares in breach of the provisions intent or purposes of this Agreement, then UBC may request the Licence UNA respond to such allegations upon receiving written notice from UBC. Thereafter, the UNA will have 30 days from the receipt of such notice to respond to such allegations and if appropriate, remedy or substantially mitigate the Companymatter all to UBC’s Articles of Association. For satisfaction. 17.5 In the sake of clarityevent the UNA fails to respond to the allegations or, if and when applicable, remedy or substantially mitigate the matter all to UBC’s satisfaction within the 30 day period, UBC may terminate this Agreement shall terminate upon the expiry of 60 days’ notice of UBC’s intention to terminate, subject only to a final determination made pursuant to Article 18.4. 17.6 Failure of UBC to take any of the steps set out in relation Articles 17.4 and 17.5 will not be deemed to Eurocom be a waiver of UBC’s rights to take such steps at any time. 17.7 It is understood that any agreements made and any licences granted from time to time for particular Facilities or Amenities pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination Agreement will immediately terminate upon the termination of this Agreement pursuant to Clause 9.2 above shall not release regardless of the terms set out in those agreements or licences. Upon termination of this Agreement, any Party from any liabilitymonies, which at the time of termination has already accrued to such Party. Nothing records, or other assets that are in the immediately preceding sentence shall affect custody or be construed or operate control of the UNA as a waiver result of the right of any Party aggrieved by any breach operation of this Agreement to be compensated for any lossAgreement, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify the other Parties against any cost, loss, liability, claim, action, demand or expense which the Company or any such Parties incur or which related agreement shall be delivered to UBC forthwith. Without limiting the generality of the foregoing, it is made against understood and acknowledged that any of them arising out of or in relation to or rights that the UNA may enjoy in connection with Facilities or Amenities as a result of this Agreement, or any default by the Indemnifying Party under any licence agreements with the Company’s lenders contemplated herein shall be terminated and shall revert to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)UBC.

Term and Termination. 9.1 17.1. This Supply Agreement shall continue enter into force on the Effective Date and shall have a term of two (2) years from the Effective Date, renewable automatically for successive one (1) year periods, unless terminated by either Party on six (6) months written notice. 17.2. This Supply Agreement may be terminated by either Party, effective immediately upon written notice of termination (delivered by registered letter) in full force the event (i) the other Party has committed a serious breach of one or more of its obligations under this Supply Agreement (including, but not limited to, non-payment or non-delivery), and effect until such breach has not been cured within thirty (30) calendar days from receipt of a written notice (delivered by registered letter) specifying the Company breach and setting forth the legal consequence of termination of the Supply Agreement if such breach is wound up not cured within thirty (30) calendar days from receipt of this notice; or (ii) the other Party becomes insolvent, makes a general assignment for the benefit of its creditors, files or otherwise ceases has filed against it a petition in bankruptcy, or has a receiver appointed for its property (“Insolvency”); or (iii) the other Party (a) merges with a third party, or (b) transfers all or a substantial part of its business to exist a third party, or (c) if an important change occurs with respect to the corporate organisation of the other Party, such as a separate entity change of the majority of the management (directors or unless terminated earlier by agreement between all officers, including any registered authorised signatories), or a change of ownership of a substantial part of the Parties shares or pursuant to Clause 9.2 below. 9.2 voting rights, or a granting of rights of whatever kind concerning a substantial part of the shares or voting rights (30% or more of the shares or voting rights shall in any case be considered a substantial part). This Agreement shall terminate in relation to any Party after it ceases to hold directly or indirectly any Shares that such Party holds right of termination pursuant to the Required Israeli Percentage and/or events set forth in (a), (b) and (c) may only be exercised for an important business reason (including, but not limited to, grounds by the Required Founders PercentageParty to assume that the third Party will not be able to fulfil its obligations according to this Supply Agreement). This right of termination shall not apply if, as applicablein the events set forth in (a) and (b), provided that such Party has not disposed of such Shares in breach the third party is an Affiliate of the provisions of this AgreementParty already existing on the Effective Date, or, in the event set forth in (c), the Licence changes or granting of rights take place between the Company’s Articles Party and an Affiliate already existing on the Effective Date. This termination right should not apply automatically and both parties should discuss the need of Association. For the sake of clarity, if and when this Agreement shall terminate in relation to Eurocom pursuant to this Clause 9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also be released from all its obligations and restrictions hereunder. 9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not release any Party from any liability, which at the time of termination has already accrued to such Party. Nothing in the immediately preceding sentence shall affect or be construed or operate as a waiver of the right of any Party aggrieved by any breach of this Agreement to be compensated for any loss, injury or damages resulting therefrom which is incurred either before or after such termination. Each Party (the “Indemnifying Party”) shall, in addition, on demand by any other Party, indemnify shall give the other Parties against any cost, loss, liability, claim, action, demand or expense which Supply Agreement STELLAR - NEOVACS January 2008 Party notice in writing prior to the Company or any such Parties incur or which is made against occurrence of any of them arising out the events set forth here above. 17.3. NEOVACS shall have the right to terminate this Supply Agreement at any time upon thirty (30) calendar day written notice to STELLAR in the event of unsuccessful development of the Products or in relation to for any significant and commercially reasonable economic, administrative or in connection with any default by the Indemnifying Party under any agreements with the Company’s lenders to which such Party is a party (including misrepresentations made by such Party in relation to information given by it)scientific reasons.