Common use of Term and Termination Clause in Contracts

Term and Termination. This Agreement shall come into force on the Commencement Date and shall continue in full force and effect, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith by giving the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.

Term and Termination. 18.1 This Agreement shall come into force commences as of the Effective Date and continues until terminated pursuant to the terms of this Section 18. 18.2 This Agreement may be terminated at any time by mutual written agreement of Target and CVS. 18.3 Either Party may terminate this Agreement: (a) upon one hundred eighty (180) days’ prior written notice of termination to the other Party in the event the other Party or its Affiliates or their respective directors or officers commits an act, omits to take an action, or is the subject of an adverse determination of a Governmental Entity or in a litigation or similar proceeding that materially and adversely ▇▇▇▇▇ the goodwill or reputation of the other Party, which harm could not reasonably be expected to be temporary and could reasonably be expected to impact such Party broadly (and not in respect of any single Store or subset of Stores), and could reasonably be expected to have a material and adverse effect on the Commencement Date goodwill or reputation of the terminating Party if it continued its association with the other Party; or (b) upon prior written notice of termination to the other Party effective one hundred and shall continue eighty (180) days following the other Party’s receipt of written notice of termination, if any event (including, in full force and the case of CVS, CVS’s failure to maintain participation in any “Federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), or the debarment, exclusion, or suspension of CVS from participation in any federal procurement program), change, development, effect, unless terminated earlier condition, circumstance, matter, occurrence or state of facts (an “Event”) has a material adverse effect on (i) the other Party’s ability to fulfill its obligations under this Agreement or (ii) the business, condition (financial or otherwise), assets, liabilities, operations or results of operations of the other Party in accordance the Stores (and not in respect of any single Store or subset of Stores), which Event continues unremedied for a period of one hundred twenty (120) days after the terminating Party provides written notice to the other Party describing the nature of the Event, provided, however, that an Event shall not include (1) changes in Law or applicable accounting regulations or principles or interpretations thereof, (2) any Force Majeure Event, (3) changes in the United States or foreign economies, financial markets or geopolitical conditions in general, or (4) changes in industries relating to the business of the other Party in general and not specifically relating to the business of the other Party, except to the extent (and only to the extent) that the business of the other Party is materially disproportionately impacted by such events in comparison to others in the same business as the other Party; or (c) upon prior written notice of termination to the other Party effective one hundred and eighty (180) days following the other Party’s receipt of written notice of termination, if any breach of this Agreement results in a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, operations or results of operations of the other Party in the Stores (and not in respect of any single Store or subset of Stores), which breach continues unremedied for a period of one hundred twenty (120) days after the terminating Party provides written notice to the other Party of the breach; provided that for purposes of clauses (a), (b) and (c) above, during such one hundred eighty (180) day period prior to the effective date of termination, the terminating Party shall cause its Senior Officer to be available to meet in person with the provisions Senior Officer of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party non-terminating Party to seek to expeditiously resolve any differences prior to the effective date of such termination. 18.4 CVS may terminate this Agreement forthwith by giving upon the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose occurrence of a scheme for a solvent amalgamation or reconstruction Change of that party; has a petition filedControl of Target, 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 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 and Target may terminate this Agreement at any time and for any reason by giving no less than thirty (30) days’ written notice to upon the Supplieroccurrence of a Change of Control of CVS, in each case, as provided in this Section 18.4. The Catapult “Change of Control” 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.mean:

Term and Termination. ‌ 15.1 This Agreement shall come into force shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Effective Date and shall continue in full force and effect, for the a period of 12 months (the "Initial Subscription Term") unless terminated earlier in accordance with its terms. Upon expiry of the 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 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 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, until Completion, when this Agreement shall automatically expire (the “Term”). Either party Supplier may terminate this Agreement forthwith with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: Customer 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 Customer commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach any other term of this Agreement which breach is capable of remedy and irremediable or (if such breach is remediable) fails to remedy that breach within thirty a period of 30 days after being notified in writing to do so; or (30c) days the Customer repeatedly breaches any of being given 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. 15.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice specifying to the breach and requiring its remedy; becomes insolvent or other party if: (a) 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 ▇▇▇ ▇▇▇▇;‌ (b) 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 solvent reconstruction of that other party; has ; (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; has ; (d) an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any part of its business or assets; gives, or over the other party; (e) the holder of a qualifying floating charge over the assets of that other party gives, notice of an intention has become entitled to appoint or has appointed an administrative receiver; has ; (f) a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is appointed over the assets of the other party;‌ (g) a creditor or in respect 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 that the other party’s business 's assets and such attachment or assets; 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 Clauses 19.2.3 clause 15.3(a) to 19.2.8 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. 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 . 15.4 On expiry or termination of this Agreement: the Supplier Agreement for any reason: (a) all licences granted under this Agreement shall immediately cease all further performance of terminate and the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier Customer shall immediately cease all use of the Intellectual Property Rights relating 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 Services and the Deliverables in any way; other party; (c) the Supplier shall promptly provide 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 Catapult all Deliverables developed or created prior 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 date 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 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 due at the date of such termination (including termination). The Customer shall pay 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 expenses incurred by the Supplier in providing such assistance. If returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to Agreement which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. This Agreement shall come into force 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 Commencement Date and shall continue 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, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when each case. 14.2 You may end this Agreement shall automatically expire (at any time by writing to tell us and once acknowledged by us, the “Term”)Agreement may end. Either 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 forthwith by giving immediately without liability to the other if: 14.3.1 the other party written notice of immediate termination if the other party: commits a material breach of any of the terms of this Agreement and (if such a breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty (30) 30 days of that party being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 notified in writing of the Insolvency Act 1986breach; commences negotiations with all or 14.3.2 an order is made 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 purpose of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution is passed, or order made, passed for or in connection with the winding up of that 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; has an application made to court, or or 14.3.3 an order made, is made for the appointment of an administratoradministrator to manage the affairs, business and property of the other party, or has documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice given of intention to appoint an administrator, in respect of that administrator is given by the other party or any part of its business directors or assets; gives, or the holder of 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 that party gives, notice of an intention competent jurisdiction or a creditor to appoint an administrative receiver; has a liquidatorreceiver or manager of the other party, receiver, administrator or administrative receiver appointed over if any other person takes possession of or sells the assets or in respect of any part of that other party’s business or 's assets; any event occurs, or proceeding is taken, with respect to 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 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)way; or 14.3.6 the other party ceases, or threatens to cease, carrying on its business. The Catapult shall also be entitled to terminate this Agreement at trade; or 14.3.7 the other party takes or suffers any time and similar or analogous action in any jurisdiction in consequence of debt. 14.4 If you have purchased a licence to use the Software for any reason by giving no less a specified period of time, rather than thirty (30) days’ written notice to the Supplier. The Catapult shall also be entitled to terminate 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 immediate termination to the Supplier, if: in any 12 (twelve) month unexpired period during of the Term, the Supplier commits two (2) or more breaches term 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.

Term and Termination. 11.1 This Agreement shall come into force on will commence when You sign the Commencement Date Call Off Order Form or, if earlier, when You Use any of the Services (the “Effective Date“), and shall continue remain in full force and effect, unless until terminated earlier by You or Us in accordance with the provisions of this Agreement, until Completion, when clause 11. 11.2 The minimum contract term is 12 months. Termination before this Agreement shall automatically expire (the “Term”)time is not possible. There are no termination fees. 11.3 Either party Party may terminate this Agreement forthwith for convenience by giving providing the other party written Party with not less than 30 days’ advance notice of immediate termination in writing. (a) 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: (b) forthwith if the other party: commits a any material breach of any term of this Agreement and such breach is which has not capable of remedy; commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach been remedied within thirty (30) 30 days of being given written notice specifying a request; (c) forthwith if the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment other shall convene a meeting of its debts creditors or is if a proposal shall be made for a voluntary winding up or a proposal for any other composition scheme or arrangement with its creditors or if the other shall be unable to pay its debts as they fall due within the meaning or if a trustee, administrator, receiver, examiner or similar officer is appointed in respect of section 123 of the Insolvency Act 1986; commences negotiations with all or any class part of its creditors with the business or assets of the other or if a view to rescheduling any petition is presented or a meeting is convened for the purpose of its debts, considering a resolution or makes a proposal other steps are taken for the winding up of the other or enters into any compromise or arrangement with its creditors other for the making of an examination order (otherwise than for the purpose of a scheme for a solvent an amalgamation or 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 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 (inclusivereconstruction); 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 . 11.4 Any termination of this Agreement: the Supplier Agreement shall immediately cease all further performance of the Services pursuant to this Agreement be without prejudice and shall not thereafter hold itself out as continuing to supply affect any accrued rights or liabilities of either party. 11.5 Upon termination of this Agreement the Services Company shall terminate access to the Catapult; the Supplier shall immediately cease all use Software Program. Within 30 days of the Intellectual Property Rights relating to termination of this Agreement the Services and the Deliverables in any way; the Supplier Customer shall promptly provide to the Catapult all Deliverables developed either return 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 destroy all copies of the same), Software Program Materials and associated Intellectual Property as defined under this agreement. An authorised officer of the Customer 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided Company that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or Customer has complied with its obligation as aforesaid. 11.6 On termination of this Agreement for any reason, : (a) all rights granted to You under this Agreement 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 (inclusive) shall continue in full force and effect.immediately terminate;

Term and Termination. 13.1 This Agreement shall come into force shall, unless otherwise terminated as provided in this clause 13 commence on the Commencement Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of twelve (12) months (each a Renewal Period), unless: 13.1.1 either party notifies the other party of termination, in full force and effectwriting, unless at least sixty (60) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 13.1.2 otherwise terminated earlier in accordance with the provisions of this Agreement. 13.2 Without affecting any other right or remedy available to it, until CompletionSecurity Alliance may terminate or suspend, when wholly or partially, this Agreement shall automatically expire (or any Statement of Work entered into pursuant to it and the “Term”). Either party may terminate this Agreement forthwith Customer’s access to the Service, with immediate effect by giving written notice to the other party written notice of immediate termination if if: 13.2.1 the other party: Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; 13.2.2 the Customer commits a material breach of any other term of this Agreement and which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; 13.2.3 the Customer 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; 13.2.4 Security Alliance reasonably believes that the Customer, its Authorised Users or others (whether or not capable under the Customer’s control) are misusing the Services including, but not limited to, making use of remedythe Services for illegal purposes; 13.2.5 Security Alliance is told to do so by the Government or other lawful regulatory authority or the emergency services; 13.2.6 the Customer allows anything to happen through the Software which in Security Alliance’s reasonable opinion may have the effect of jeopardising the operation of the Software, or the Software being used in a manner which is against the Customer’s best interest, the best interests of Security Alliance’s other customers and/or Security Alliance or any third party involved in providing the Services to the Customer; 13.2.7 the Customer uses any equipment or other hardware to access the Services which is defective or illegal and Security Alliance has reasonable grounds to believe that such equipment or hardware may affect the operation and/or security of the Software; 13.2.8 the Customer 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 (unless for the purpose of a solvent restructuring), having a receiver appointed to any 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; 13.2.9 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 13.2.10 there is a change of control of the Customer. 13.3 The Customer may terminate or suspend wholly or partially this Agreement or any Statement of Work entered into pursuant to it, without advance notice if: 13.3.1 Security Alliance commits a material breach of any other term of this Agreement which breach is capable of remedy and irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or 13.3.2 Security Alliance 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 (unless for the purpose of a solvent restructuring), having a receiver appointed to any 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. 13.4 Where the Customer terminates this Agreement pursuant to clause 13.3, Security Alliance shall refund the Customer any payment made in advance in respect of the unexpired term of the Agreement. 13.5 Where Security Alliance exercises its right to suspend the Services in accordance with clause 13.2: 13.5.1 it shall only suspend the Services for such time as is necessary for Security Alliance (in conjunction with the Customer, if necessary) to implement an alternative means to resolve any technical or other problems caused by the Customer; 13.5.2 it shall only suspend the Services as a last resort, i.e. where the objective of the suspension (e.g. the prevention of reselling or fraudulent use) could not be achieved by way of an alternative means which is just as quick and does give rise to any additional cost to the Security Alliance; 13.5.3 and the cause of such suspension has not been resolved to Security Alliance’s satisfaction, Security Alliance may terminate the suspended Services; and 13.5.4 Security Alliance shall not be obliged to resolve any issues or implement any such alternative means if doing so would give rise to any additional cost or liability for Security Alliance. 13.6 On termination of this Agreement for any reason: 13.6.1 all licences granted under this Agreement shall immediately terminate; 13.6.2 the Customer’s access to the Services will be deactivated by Security Alliance and the Customer shall immediately cease all use of the Services and/or the Documentation; 13.6.3 each party shall return and make no further use of any Confidential Information, equipment, property, Documentation and other items (and all copies of them) belonging to the other party; 13.6.4 the Supplier may destroy 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 thirty (30) days of being given its receipt of such a written notice specifying request, provided that the breach Customer has, at that time, paid all fees and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 charges outstanding 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 resulting from 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 due at the date of such termination (including termination). The Customer shall pay 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 expenses incurred by the Supplier in providing such assistance. If returning or disposing of Customer Data; and 13.6.5 any rights, remedies, obligations or liabilities of 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 15.1 This Agreement shall come into force will begin on the Commencement Date and shall continue in full force and effectand, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (continue for the “Term”). Either party period set forth the Commercial Summary. 15.2 The Supplier may terminate this Agreement forthwith and/or any Statement of Work at any time by giving notice in writing to the other party written notice of immediate termination if Customer if: (a) the other party: Customer or any User commits a material breach of this Agreement and such breach is not capable remedied within ten (10) business days’ or if the material breach is incapable of remedybeing remedied; (b) the Customer has failed to pay any amount 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, licence or 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 capable of remedy and fails to remedy that breach not remedied within thirty (30) calendar days of being given receiving written notice specifying of such breach from Customer. 15.4 Either party may terminate this Agreement at any time by giving notice in writing to the breach and requiring other party if that other party: (a) stops carrying on all or a significant part of its remedy; becomes insolvent or suspendsbusiness, or threatens indicates in any way that it intends to suspend, payment of its debts or do so; (b) is unable to pay its debts as they fall due within become due; (c) becomes the meaning of section 123 of the Insolvency Act 1986; 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 purpose subject of a scheme for a solvent amalgamation or reconstruction of that party; formal insolvency arrangement recognised by applicable law; (d) has a petition filedreceiver, 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 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, receivermanager, administrator or administrative receiver appointed over the assets all or in respect of any part of its undertaking, assets or 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 party’s business is not withdrawn or assets; 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 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 filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to 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 (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 occurshas occurred, or proceeding is takencircumstances exist, with respect which may entitle the other party to terminate this Agreement under this Section 15, it shall immediately notify the other party in any jurisdiction to which it is subject that has an effect equivalent writing. 15.7 Termination or similar to any expiry 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 shall not affect any accrued rights and liabilities of either party 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 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 up to the date of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.

Term and Termination. 6.1 This Agreement shall come into force on become effective as of the Commencement Effective Date and and, unless otherwise terminated as provided herein, shall continue remain in full force and effecteffect until completion of Industrialisation as described in Article 2 and more particularly set out in Exhibit 2, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith by giving the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 following which it is subject that has an effect equivalent or similar to any of shall expire automatically. 6.2 Each Party shall have 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 right at any time and for any reason by giving no less than thirty (30) days’ written notice to during the Supplier. The Catapult shall also be entitled to terminate period of this Agreement by giving written notice of immediate termination to the Supplier, if: other party to terminate this Agreement forthwith in any 12 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 the extent that such termination is permitted pursuant to the applicable legislation in the country 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 (twelve30) month period during business days following receipt of notice in writing from the Term, other Party detailing such breach (provided the Supplier commits two (2breach is not the subject of a dispute being dealt with pursuant to Article 15.2.2) or more 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, whether or not it remedies those breaches; the provisions of Clause 15.2 apply; Parties shall meet and discuss the Supplier challenges difficulties and scientific and technical hurdles in an attempt to resolve such problems and negotiate in good faith the validity of any registrations of any Intellectual Property Rights terms and conditions of the Catapult; and/or modifications to be made to the Industrialisation when possible or, as the case may be, terminate the Industrialisation and this Agreement. In such a case of termination, SWIND shall pay UNILIFE in full for all the reasonable opinion completed Milestones 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 Industrialisation performed up to the date of termination (whether 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 not complete); 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 Supplier shall return other party other than the payment by SWIND to UNILIFE in respect of Industrialisation performed up to and including the Catapult, promptly 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 wilful misconduct of UNILIFE in performance of its obligations. 6.6 In the Catapult’s instructionsevent UNILIFE can and does mitigate its loss under the termination of this Agreement, all Confidential Information of the Catapult and all In-put Material any savings made by UNILIFE shall be passed to SWIND in the Supplier’s possession or control as at form of a refund save that no refund shall exceed 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 total sums received by the Supplier in providing such assistance. If the Catapult terminates UNILIFE from SWIND under 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination Article. 6.7 Termination of this Agreement for any reason, whatever reason shall not affect the accrued rights or remedies of either party existing as at the date of such expiry UNILIFE or termination. Notwithstanding expiry SWIND arising under or termination out of this Agreement, Agreement and all provisions which are expressed to survive this Agreement and the provisions of Clauses 1, Articles 8, 109, 1111 and 15 (Confidentiality, 12Intellectual Property, 13Liability — Indemnities, 14, 15, 17, 18 Applicable law and 20 to 31 (inclusiveJurisdiction) shall continue 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 whatever 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, at SWIND’s request, negotiate in good faith how and on what terms any of SWIND’s rights under the Exclusive Agreement may continue after the termination of this Agreement.

Term and Termination. (a) This Master Agreement shall come into force commence on the Commencement Effective Date and shall continue in full force and effecthave an initial term of three (3) years (the “Initial Term”), unless earlier terminated earlier 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 collectively as the “Term”. (b) After the Initial Term, VERADERMICS may terminate this Master Agreement for any reason upon [***] prior written notice to THERAPEUTICS. (c) Either Party may terminate any Work Order and this Master Agreement as it applies to such Work Order, upon written notice to the other Party, if the other 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 to 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, 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 Work Order, effective upon the expiration of [***] days after notice of such 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 Section 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 Parties shall commence any wind-down activities for any on-going Study for which the Parties have any responsibility hereunder in which any Study subject dosing has commenced. VERADERMICS shall be responsible for any costs associated with such winddown activities. (f) In the event of termination of this Master Agreement or any Work Order, VERADERMICS and THERAPEUTICS agree to 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 yet started as of the date of termination 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 agreement 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. THERAPEUTICS will use commercially reasonable efforts to terminate all Work Order associated tasks according to the plan so agreed to by both Parties. (g) Upon termination of this Master Agreement or any Work Order, THERAPEUTICS will, at VERADERMICS’s written request, promptly provide VERADERMICS with a copy 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 reason other than THERAPEUTICS’ material breach of this Master Agreement or any Work Order or THERAPEUTICS’ insolvency or bankruptcy, VERADERMICS agrees to pay THERAPEUTICS: (i) all reasonable direct fees, including monthly fees for project management, medical monitoring, transfer of records or similar fees earned hereunder for Services performed up to the effective date of termination in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith by giving the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 terms of the Insolvency Act 1986; commences negotiations with Work Order being terminated; (ii) all or any class of its creditors with a view to rescheduling any of its debtsnon-cancelable costs for third party contracted Services and other expenses, 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 reconstruction of that party; has a petition filedincluding THERAPEUTICS’s related administrative fees, notice is given, resolution is passed, or order made, for or incurred 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 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 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 Work Order being terminated to the date of termination; and/or 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 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) which the Supplier has committed borne by VERADERMICS if not previously paid to pay THERAPEUTICS; or (iii) borne by and as between VERADERMICS and THERAPEUTICS as they agree (such agreement not to a third party in connection with the provision be unreasonably conditioned, delayed or withheld) if neither of the Services under a binding agreement entered into prior to the date of notice of termination having been given above (provided that the Supplier uses reasonable efforts to minimise such sums payablei) (i) and (i)(ii) applies. (j) Sections 3(f, g, h, and i). 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 Agreement5(b), the provisions of Clauses 16, 7, 8, 10, 11, 12, 13, 14, 15, 1716(c), 18 24, 25 and 20 27 shall survive any expiration or termination of this Master Agreement to 31 (inclusive) shall continue the extent of the terms detailed in full force and effecteach respective Section.

Term and Termination. This (a) The term of this Agreement shall come into force commence on the Commencement Effective Date and shall continue in full force and effect, effect unless and until terminated earlier in accordance with the provisions terms of this Agreement, until Completion, when this Agreement shall automatically expire . (the “Term”). b) Either party may terminate this Agreement forthwith by giving or a S of Work: (i) If the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and or such breach is not capable Statement of remedy; commits a material breach of this Agreement which is capable of remedy Work and fails to remedy that cure such breach within thirty (30) days of being given receiving written notice specifying of the breach and requiring its remedyintention to terminate; or (ii) Immediately upon written notice, if any of the following circumstances occurs: (i) if the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within in the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class ordinary course of its creditors with business; (ii) if a view to rescheduling any of its debts, voluntary petition under applicable bankruptcy or makes other insolvency law is filed by the other party; (iii) if a proposal for or enters into any compromise or arrangement with its creditors other than receiver is appointed for the purpose business affairs of a scheme for a solvent amalgamation or 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 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 ceasesmakes an assignment for the benefit of creditors; (iv) if any bankruptcy, reorganisation, debt arrangement or threatens to cease, carrying on its business. The Catapult 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 also be entitled to terminate this Agreement have the right 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 upon written notice of immediate termination to Company. In 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 Company 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 have 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 right to any third party as the Catapult reasonably requests or requires unpaid fees relating 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 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 performed through the date of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the provision of the Services under a binding agreement entered into prior , subject to the date submission of notice of an invoice in accordance with Section 5 above. (d) Except as expressly set forth herein, termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination expiration of this Agreement for any reason, shall not affect serve to terminate or cancel any of the accrued respective rights or remedies and obligations of either party existing as at the date of such expiry or termination. Notwithstanding expiry or termination parties which arose hereunder during the term of this AgreementAgreement and which by these terms must remain valid and enforceable to give effect to their meaning, the including, without limitation, any warranty, indemnification, liability and confidentiality provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effecthereof.

Term and Termination. 16.1 This Agreement shall come into force shall, unless otherwise terminated as provided in this clause 16, commence on the Commencement Start Date and shall continue through the Initial Term and thereafter, this Agreement shall be automatically renewed for successive rolling periods of twelve (12) months (or such other term as agreed by the parties) (each a Renewal Term), unless: (a) either party notifies the other party of termination, in full force and effectwriting, unless at least sixty (60) days before the end of the Initial Term or sixty (60) days before the end of any Renewal Term (except where the Initial Term or Renewal Term (as applicable)) is less than sixty (60) days in duration, in which case at least thirty (30) days’ notice before the end of the applicable Initial Term or Renewal Term will be required), in which case this Agreement shall terminate upon the expiry of the applicable Initial or Renewal Term; or (b) otherwise terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement . 16.2 The Initial Term together with any subsequent Renewal Terms shall automatically expire (constitute “the “Term”). Either . 16.3 Without affecting any other rights that it may be entitled to, either party may terminate this Agreement forthwith by giving without liability to the other if: (a) the other party written notice of immediate termination if the other party: commits a material breach of any of the terms of this Agreement and (if such a breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty (30) days of that party being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 notified in writing of the Insolvency Act 1986breach; 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 (b) the other than for the purpose of a scheme for a solvent amalgamation or reconstruction of that party; party has a petition filed, notice is given, resolution is passed, receiver or order made, for administrative receiver appointed over it 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 over any part of its business or assets; givesassets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or the holder of a qualifying floating charge over the assets of that party gives, notice of becomes subject to an intention to appoint an administrative receiver; has a liquidator, receiver, administrator administration order or administrative receiver appointed over the assets or in respect of enters into any part of that party’s business or assets; any event occursvoluntary arrangement with its creditors, 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, ceases or threatens to ceasecease or carry on business; or (c) there is a change in law or legislation in a territory the Customer operates in which affects the way in which the Purchased Service operates or any such territory introduces any law that could require Element to build a ‘back door’ to any data Element stores or processes; or (d) Element believes that the Customer’s continued use of the Purchased Service is causing harm to individuals, carrying on its business. The Catapult shall also others or to Element’s reputation, business or goodwill. 16.4 Without affecting any other rights that it may be entitled to, Element may terminate the Agreement: (a) if payment of any invoiced amount (except to terminate this Agreement the extent such invoice is disputed in good faith) or Fee payable is overdue and following notification to the Customer, the Customer does not pay the overdue amount within seven days of a written notice from Element; (b) if the Customer breaches clause 6; (c) at any time and for any reason reason, by giving no less than thirty at least ninety (3090) days’ days prior 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 Customer. 16.5 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason: (a) all licenses and access to the Purchased Service granted under this Agreement shall immediately terminate and the method of access supplied to the Customer will automatically expire and the Purchased Service will cease to operate immediately unless otherwise stated in the Documentation for the Customer’s Order Form or Subscription (as applicable); and (b) Element may destroy or otherwise dispose of any of the Data in its possession unless Element receives, shall not affect no later than seven (7) days after the accrued rights or remedies of either party existing as at the effective date of such expiry or termination. Notwithstanding expiry or the termination of this Agreement, a written request for the provisions delivery to the Customer of Clauses 1the then most recent back-up of the Data. This will be delivered to the Customer within thirty (30) days of its receipt of such a written request, 8provided that the Customer has, 10at that time, 11paid 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 Element in returning or disposing of the Customer Data; and (c) the accrued rights of the parties as at termination, 12or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, 13shall not be affected or prejudiced. 16.6 If this Agreement is terminated prior to the end of the Initial Term or any Renewal Term, 14other than by the Customer for Element’s material breach under clause 16.3, 15, 17, 18 all fees payable up to the end of the Initial Term or any Renewal Term and 20 all other fees due and payable to 31 (inclusive) Element under this Agreement shall continue in full force be immediately due and effectpayable to Element.

Term and Termination. 13.1 This Agreement agreement shall come into force commence on the Commencement Effective Date and shall continue in full force and effectand, unless terminated earlier as provided in accordance with the provisions this clause 13 or pursuant to any other terms of this Agreementagreement, until Completionshall continue for the Initial Subscription Term and any subsequent Renewal Period. 13.2 Without affecting any other right or remedy available to it, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: 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 agreement which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 30 days after being notified in writing to do so; (30c) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or 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; commences negotiations with all or ; (d) the other party makes 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 voluntary arrangement with its creditors other than 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 purpose purposes of a scheme for a solvent amalgamation or reconstruction of and in such manner that partythe resulting company effectively agrees to be bound by or assume the obligations imposed on the predecessor company under this Agreement); 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 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 or (e) the other party in any jurisdiction to which it is subject that has an effect equivalent suspends 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 suspend or cease, carrying on all or a substantial part of its business. The Catapult shall also be entitled to terminate . 13.3 On termination of this Agreement at any time and agreement for any reason by giving no less than thirty reason: (30a) days’ written notice to the Supplier. The Catapult all licences granted under this agreement shall also be entitled to immediately terminate this Agreement by giving written notice of immediate termination to the Supplierand, if: in any 12 (twelve) month period during the Termunless otherwise agreed, the Supplier commits two Customer shall cease to access and use the Services; (2b) 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 Customer shall have no further right to access and use 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 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 perform the Services. CONSEQUENCES OF TERMINATION On expiry 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: agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall immediately cease all further performance of use reasonable commercial endeavours to deliver the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services back-up to the Catapult; Customer within 30 days of its receipt of such a written request, provided that the Supplier shall immediately cease Customer has, at that time, paid all use of the Intellectual Property Rights relating to the Services fees and the Deliverables in any way; the Supplier shall promptly provide to the Catapult all Deliverables developed or created prior to the date of charges outstanding at and resulting from 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 due at the date of such termination (including termination). The Customer shall pay 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 expenses incurred by the Supplier in providing such assistance. If returning or disposing of Customer Data; (e) any rights, remedies, obligations or liabilities of 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected or remedies of either party existing as at the date of such expiry or termination. Notwithstanding expiry or termination of this Agreementprejudiced; and (f) clauses 8, the provisions of Clauses 1, 89, 10, 11, 12, 13, 14, 15, 17, 18 23, and 20 to 31 (inclusive) 24 shall continue in full force and effectsurvive termination or expiry of this agreement.

Term and Termination. ‌ 7.1 This Agreement may be terminated at any time by 60 days notice from either party to this Agreement, except that the terms of this Agreement shall come into force on the Commencement Date and shall continue remain in full force and effecteffect whilst any Deposits remain outstanding. 7.2 The Agent may at any time by written notice to the Third Party Deposit Provider, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party may immediately terminate this Agreement forthwith by giving if any of the other party written notice of immediate termination if following events shall occur:‌ (a) the other party: commits a material Third Party Deposit Provider is in breach of any of the representations and warranties set out in Clause 8; or‌ (b) any event occurs which will or would, in the reasonable opinion of the Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of Taxation in respect of interest payable under this Agreement and such breach is not capable of remedyAgreement; commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach within thirty or (30c) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, Third Party Deposit Provider ceases or threatens to suspend, payment of its debts cease to carry on business or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986when due; commences negotiations with all or (d) an order is made 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 an effective resolution is passed (otherwise than for the purpose purposes of or pursuant to a scheme reconstruction or amalgamation) for a solvent amalgamation or 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, the Third Party Deposit Provider or an order made, is made for the appointment of an administratoradministrator or receiver to the Third Party Deposit Provider or any analogous event occurs or any analogous action is taken under any law by which the Third Party Deposit Provider or any of its assets is bound or affected; or (e) the Third Party Deposit Provider fails to perform any of its obligations under this Agreement and such failure remains unremedied at the expiry of the third Business Day specified in the notice served pursuant to this Clause 7.2, or has provided that the notice given shall have specified the failure in question and the action required to remedy it. For the avoidance of intention doubt, the termination of this Agreement pursuant to appoint an administrator, this Clause 7.2 shall not terminate any outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of that party or any part each such Deposit until the maturity date of its business or assets; gives, or each such Deposit. 7.3 Any termination of this Agreement shall be without prejudice to the holder accrued rights of a qualifying floating charge over each of 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 parties hereto 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 antecedent breach by any of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); other parties hereto of any of 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 provisions 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.

Term and Termination. 15.1 This Appliance Agreement shall come into force shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Appliance Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: 15.1.1 either party notifies the other party of termination, in full force and effectwriting, unless at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Appliance Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 15.1.2 otherwise terminated earlier in accordance with the provisions of this Appliance Agreement. 15.2 We may terminate this Appliance Agreement immediately by written notice to you if: 15.2.1 you commit a material or persistent breach of this Appliance Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. In such circumstances, until Completionwe shall retain the Charges and fees paid in relation to the Subscription Term; or 15.2.2 you fail to pay any amount due under this Appliance 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, when this Agreement in such circumstances, we shall automatically expire (retain the “Fees paid in relation to the Subscription Term”). Either 15.3 Without affecting any other right or remedy available to it, either party may terminate this Appliance Agreement forthwith with immediate effect by giving written notice to the other party written notice of immediate termination if if: 15.3.1 the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 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; ▇▇▇ ▇▇▇▇; 15.3.2 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 solvent reconstruction of that other party; has ; 15.3.3 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; has ; 15.3.4 an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any part of its business or assets; gives, or over the other party; 15.3.5 the holder of a qualifying floating charge over the assets of that other party gives, notice of an intention has become entitled to appoint or has appointed an administrative receiver; has ; 15.3.6 a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is appointed over the assets of the other party; 15.3.7 a creditor or in respect 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 that the other party’s business 's assets and such attachment or assets; process is not discharged within 14 days; 15.3.8 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 clause 15.3.1 to 19.2.8 clause 15.3.7 (inclusive); or 15.3.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of 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 . 15.4 Any provision of this Agreement, whether Appliance Agreement that expressly 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 by implication is intended to come into or continue in the reasonable opinion of the Catapult any event occurs which would have a materially adverse effect force on the ability of the Supplier to perform the Services. CONSEQUENCES OF TERMINATION On or after termination or expiry or termination of this Agreement: the Supplier Appliance Agreement 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue remain in full force and effect. 15.5 Termination or expiry of this Appliance Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Appliance Agreement which existed at or before the date of termination or expiry. 15.6 Upon termination for any reason: 15.6.1 all rights granted to you under this Appliance Agreement shall cease; 15.6.2 you must cease all activities authorised by this Appliance Agreement; 15.6.3 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and 15.6.4 we shall immediately stop processing all new emails and prevent access to the Services 15.7 Upon termination of this Appliance Agreement, we are able to provide you with a read only annual licence to access your email archive environment. This licence would enable you to read, search and export data out of the environment. There is a Read Only Archive Fee for this facility as set out in the Order Form.

Term and Termination. This Agreement shall come into force on the Commencement Date and shall continue (a) Unless earlier terminated as provided in full force and effectthis Section 4, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire continue until December 31, 1999 and shall be deemed renewed for additional one (the “Term”). Either 1) year terms thereafter, unless either party may terminate this Agreement forthwith by giving shall give the other party written notice of immediate termination if cancellation at least six (6) months prior to the other party: commits expiration of the original or any additional term. (b) Upon the occurrence of a material breach or default as to any obligation hereunder by either party and the failure of the breaching party to promptly cure such material breach or default, after receiving written notice thereof from the non-breaching party, this Agreement may be terminated by the non-breaching party by giving written notice of termination to the breaching party, such termination being immediately effective upon the giving of such notice of termination. (c) Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either party, or either party becoming subject to a composition for creditors, whether by law or agreement, or either party going into receivership or otherwise becoming insolvent (such party hereinafter referred to as the "insolvent party"), this Agreement may be terminated by the other party by giving written notice of termination to the insolvent party, such termination being immediately effective upon the giving of such notice of termination. (d) Upon the occurrence of a change in control or management or operating personnel of either party (the "Changed Party"), which has, or in the reasonable opinion of JAVELIN could have, a material adverse effect on the business, prospects or operations of such Changed Party, this Agreement may be terminated by JAVELIN by giving written notice of termination to RIVA, such termination being immediately effective upon the giving of such notice of termination. (e) In the event of a termination pursuant to any of subsections (b), (c) or (d) above or upon expiration of this Agreement pursuant to subsection (a) above, neither party shall have any obligation to the other party or to any employee of the other party for compensation or for damages of any kind, whether on account of the loss by either party or such employee of present or prospective sales, investments, compensation or goodwill. Each party, for itself and such breach is on behalf of each of their respective employees, hereby waives any rights which may be granted to it or them under the laws and regulations of the Territory or otherwise which are not capable granted to it or them by this Agreement. Each party hereby indemnifies and holds the other party harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent or representative of remedy; commits a material breach the other party under any applicable termination, labor, social security or other similar laws or regulations. (f) Termination of this Agreement shall not affect the obligation of RIVA to pay JAVELIN all amounts owing or to become owing as a result of Products tendered or delivered to RIVA on or before the date of such termination, as well as interest thereon to the extent any such amounts are paid after the date they became due pursuant to this Agreement. (g) Within thirty (30) days after any termination or expiration of this Agreement, RIVA shall elect in writing either to: (i) to sell off its remaining inventory of Products; provided, however, that RIVA shall comply with all terms and conditions of this Agreement restricting such reselling activities in effect immediately prior to such termination or expiration; or (ii) cause JAVELIN to repurchase RIVA's inventory of Products which is capable are salable and in the original packages and unaltered from their original form and design, subject to JAVELIN's inspection, test, and acceptance. (h) Any repurchase of remedy and fails RIVA's inventory of Products pursuant to remedy that breach subsection (g) of this Section 4 shall be at the price such Products were originally sold to RIVA, less a ten percent (10%) percent handling charge. Repurchased inventory shall be shipped by RIVA, freight prepaid, according to JAVELIN's instructions. JAVELIN shall pay RIVA for such repurchased Products within thirty (30) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment after JAVELIN receives such Products in one of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution is passed, or order made, for or facilities. (i) Notwithstanding anything contained 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 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 this Agreement 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 Termcontrary, the Supplier commits two parties agree that Section 2.1(c) (2Non-Compete), Section 2.7 (Indemnification), Section 5 (Warranties), Section 6 (Confidentiality), Section 8.8 (Governing Law), Section 8.10 (Arbitration) and Section 8.12 (Security Interest) shall survive the termination or more breaches expiration 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 extent required thereby for the reasonable costs actually incurred full observation and performance by the Supplier in providing such assistance. If the Catapult terminates this Agreement in accordance with Clause 19.3, the Catapult shall reimburse to the Supplier any or 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effectparties hereto.

Term and Termination. 14.1 This Agreement shall come into force shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement Effective Date and shall continue for the initial Subscription Period and, thereafter, this Agreement shall be automatically renewed for successive Subscription Periods, unless: 14.1.1 either party notifies the other party of termination, in full force and effectwriting, unless at least 7 days before the end of the current Subscription Period, in which case this Agreement shall terminate upon the expiry of the current Subscription Period; or 14.1.2 otherwise terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement ; and the Subscription Periods together shall automatically expire (constitute the “Subscription Term”). Either party . 14.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement forthwith with immediate effect by giving the other party written notice of immediate termination if to the other party: Client if: 14.2.1 the Client 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; 14.2.2 the Client commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach any other term of this Agreement which breach is capable of remedy and irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) a period of 14 days after being notified in writing to do so; 14.2.3 the Client repeatedly breaches any of being given written notice specifying the breach and requiring terms of this Agreement in such a manner as to reasonably justify the opinion that its remedy; becomes insolvent conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; 14.2.4 the Client 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; ; 14.2.5 the Client 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 solvent reconstruction of that other party; has ; 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 party; has the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 14.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any part of its business or assets; gives, or over the Client; 14.2.8 the holder of a qualifying floating charge over the assets of that party gives, notice of an intention the Client has become entitled to appoint or has appointed an administrative receiver; has ; 14.2.9 a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the Client or administrative a receiver is appointed over the assets of the Client; 14.2.10 a creditor or in respect encumbrancer of the Client 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 that party’s business the Client's assets and such attachment or assets; process is not discharged within 14 days; 14.2.11 any event occurs, or proceeding is taken, with respect to the other party Client 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 clause 14.2.4 to 19.2.8 clause 14.2.10 (inclusive); ; 14.2.12 the other party Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of 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 ; or 14.2.13 there is a change of control of the Supplier. The Catapult shall also be entitled to terminate this Agreement by giving written notice Client. 14.3 To ensure the continued availability of immediate termination to the Supplier, if: in any 12 (twelve) month period during the TermPortal, the Supplier commits two (2) licence to use the Portal shall continue for the initial Licensing Period, and, thereafter, shall continue to automatically renew for successive Portal Licensing Periods until termination or more breaches expiry of this the Agreement, whether or not it remedies those breaches; in which case the provisions of Clause 15.2 apply; licence to use the Supplier challenges the validity of any registrations of any Intellectual Property Rights Portal shall be limited as set forth in clause 14.4.3 an shall cease to renew after expiry 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 current Portal Licensing Period. 14.4 On expiry or termination of this Agreement: the Supplier Agreement for any reason: 14.4.1 subject to clause 14.4.3, all licences granted under this Agreement shall immediately cease all further performance of terminate and the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier Client shall immediately cease all use of the Intellectual Property Rights relating 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 Services and other party; 14.4.3 for the Deliverables in any way; remainder of the current Portal Licensing Period the Client will not be able to independently access the Portal, but where the Client requests a copy of the Client Data, the Supplier shall promptly provide use reasonable commercial endeavours to deliver Client Data to the Catapult Client within 30 days of its receipt of such a written request, and provided it has received appropriate authorisation from its Authorised Users to disclose their personal data and that it has paid all Deliverables developed or created prior to the date of fees and charges outstanding at and resulting from 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 due at the date of such termination (including all copies termination). On expiry of the same)current Portal Licensing Period, and shall certify in writing to the Catapult that it has done so; the Supplier shall deliver may endeavour to retain Client Data but reserves the Catapult all materials charged right 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 dispose of the Services (Client Data without notice or part liability; 14.4.4 any rights, remedies, obligations or liabilities 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 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to Agreement which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected or remedies of either party existing as at the date of such expiry prejudiced; and 14.4.5 any clauses which are intended to come into force on, or termination. Notwithstanding expiry or survive, termination of this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue remain in full force and effect.

Term and Termination. This 11.1. The term of this Agreement shall come into force on commence when this Agreement is signed by both Parties (the Commencement Date and “Effective Date”) and, unless terminated as provided in this Section 11, shall continue in full force and effecteffect thereafter. 11.2. Without derogating from the Parties' rights hereunder or by law to any other or additional remedy or relief, unless terminated earlier it is 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 accordance with breach within thirty (thirty) days after receipt of a written notice from the provisions 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 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 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 aforesaid is not cancelled within 60 (sixty) days 11.3. Upon the termination of this Agreement by 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, until Completion, when this Agreement shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith by giving the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or nor termination of this Agreement for any reason, shall not affect relieve the accrued Parties of any obligation accruing prior thereto and shall be without prejudice to the rights or and remedies of either party existing as at Party with respect to any antecedent breach of the date provisions of such expiry or terminationthis Agreement. 11.5. Notwithstanding expiry Without limiting the generality of the foregoing, no expiration or termination of this Agreement, whether by lapse of time or otherwise, shall serve to terminate the provisions obligations of Clauses the Parties hereto under Sections 1, 3, 8, 10, 1111.3 through 11.5, 12, 13, 14, 15, 17, 18 13 and 20 to 31 (inclusive) 14 shall continue in full force and effectsurvive any such expiration or termination.

Term and Termination. 13.1 This Agreement shall come into force commence on the Commencement Effective Date and shall continue in full force and effectand, unless terminated earlier sooner, in accordance with the provisions terms hereof, shall remain in force as long as any Patent contains a Valid Claim in any part of this Agreementthe Licensed Territory. 13.2 In the event either party shall be in default in the performance of any of its material obligations hereunder, until Completionincluding, when this Agreement shall automatically expire but not limited to, breach of representation or warranty, and if the default has not been remedied within ninety (90) days following the “Term”). Either date of receipt of a notice in writing from the other party specifying such default and its claim of a right to terminate, the other party may terminate this Agreement forthwith by giving written notice to the defaulting party in addition to any other remedies available to it by law or equity. It is understood that termination pursuant to this section 13.2 shall be a remedy of last resort, and the arbitrators may enter an award terminating only where the default of either party cannot be reasonably remedied by the payment of money damages. 13.3 Either party shall have the right to terminate this Agreement with immediate effect if the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 should enter into liquidation, either voluntary or suspendscompulsory, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view to rescheduling any of its debtsbecome insolvent, or makes a proposal institutes any proceedings for or enters into any compromise or arrangement with its creditors other than for the purpose of a scheme for a solvent amalgamation or 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 courtits business, or an order made, for if execution be levied on any goods and effects of the appointment of an administrator, or has notice given of intention to appoint an administrator, in respect of that party or any part of its business or assets; givesother party, 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 should enter into receivership 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 bankruptcy. 13.4 York may voluntarily terminate this Agreement Agreement, without cause, at any time and for any reason by giving no less than thirty on ninety (3090) days’ days written notice to notice. Termination will take effect immediately at 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 end of the Catapult; and/or in notice period. 13.5 Upon 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reasonreason York shall make no further use of the Assets or derivatives therefrom. York shall discontinue to use and exploit the Assets or other derivatives therefrom and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it hereunder. York shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that York does not retain any copies thereof. 13.6 This section 13.6 and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit their complete fulfilment or discharge; (a) York's obligation to supply a final report as specified in section 7.2 of this Agreement. (b) Biostar's right to receive or recover and York's obligation to pay amounts pursuant to section 4 and section 7.3 of this Agreement, accrued up to and including the date of termination. (c) York's obligation to maintain records and make them available under section 14 of this Agreement. (d) The representations, warranties and indemnities under section 10 of this Agreement. 13.7 The parties agree that termination of this Agreement by Biostar shall not affect the accrued rights or remedies of either party existing as any Sub-licensee which at the date time of termination is in good standing under its sub-licensing agreement with York. In the event of such expiry or termination, Biostar shall step in to the sub-licensing agreement which shall continue, mutatis mutandis, so that all rights and obligations of the Sub-licensee are retained in accordance with that sub-licensing agreement. 13.8 Notwithstanding section 13.7, in the event that Biostar terminates this Agreement as a result of the termination of the VIDO/Biostar Agreement, Biostar shall have no obligations to any Sub-licensee,. Notwithstanding expiry or York agrees that in case of termination of this Agreement by Biostar resulting from the termination of the VIDO/Biostar Agreement, it shall terminate all sub-licenses then in effect for the provisions rights granted to York under this Agreement. 13.9 The obligations of Clauses 1confidentiality as provided in this Agreement will survive termination of this Agreement for a period of ten (10) years post termination. 13.10 Termination of this Agreement by either party shall not take effect while any dispute is being arbitrated pursuant to section 18. 13.11 Biostar agrees that while this Agreement is in force it shall maintain a corporate existence, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectnot institute any proceeding for the winding up of its business.

Term and Termination. 13.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this 13, commence on the Commencement Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one month (each a Renewal Period), unless: (a) either party notifies the other party of termination, in full force and effectwriting, unless before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the following Renewal Period; or (b) otherwise terminated earlier in accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 13.2 Without affecting any other right or remedy available to it, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party commits a material breach of any other term of this Agreement and agreement which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 14 days after being notified in writing to do so; (30b) 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; (c) the other party repeatedly breaches any of being given written notice specifying the breach and requiring terms of this agreement in such a manner as to reasonably justify the opinion that its remedy; becomes insolvent 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 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; (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 solvent reconstruction of that other party; has ; (f) 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; has ; (g) an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any part of its business or assets; gives, or over the other party; (h) the holder of a qualifying floating charge over the assets of that other party gives, notice of an intention has become entitled to appoint or has appointed an administrative receiver; has ; (i) a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is appointed over the assets of the other party; (j) a creditor or in respect 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 that the other party’s business 's assets and such attachment or assets; 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 Clauses 19.2.3 13.2(d) to 19.2.8 13.2(j) (inclusive); or (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of 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 . 13.3 On expiry or termination of this Agreement: the Supplier agreement for any reason: (a) all licences granted under this agreement shall immediately cease all further performance of terminate and the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier Customer shall immediately cease all use of the Intellectual Property Rights relating 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 Services and the Deliverables in any way; other party; (c) the Supplier shall promptly provide may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with 4.7(c), 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 Catapult all Deliverables developed or created prior 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 date 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 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 due at the date of such termination (including termination). The Customer shall pay 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 expenses incurred by the Supplier in providing such assistance. If returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) , including the right to claim damages in respect of any breach of this agreement which the Supplier has committed to pay to a third party in connection with the provision of the Services under a binding agreement entered into prior to existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. This 4.1 The effective term of this Agreement shall come into force be ten years from the date on which Leoch Energy is listed on a commence on Nasdaq, subject to circumstances as provided in Clause 4.2. 4.2 Notwithstanding the Commencement Date and terms of Clause 4.1, either party shall continue in full force and effect, unless terminated earlier in accordance with be entitled forthwith to terminate this Agreement by written notice to the other party at any time if: (a) the other party commits any material breach of any of the provisions of this AgreementAgreement and, until Completion, when this Agreement shall automatically expire (in the “Term”). Either party may terminate this Agreement forthwith by giving the other party written notice case of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and , fails to remedy that breach the same within thirty (30) the period of 30 days or otherwise agreed by the parties after receipt of being given a written notice specifying giving full particulars of the breach and requiring its remedy; becomes insolvent it to be remedied; (b) an encumbrancer takes possession or suspendsa receiver is appointed over any of the property or assets of that other party, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or that other party makes 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 voluntary arrangement with its creditors or becomes subject to an administration order, or that other than party goes into liquidation (except for the purpose purposes of a scheme for a solvent amalgamation or reconstruction of and in such manner that partythe company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement); 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 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 or (c) where necessary pursuant to the other party in any jurisdiction to which it is subject that has an effect equivalent requirements under the rules and regulations prescribed by the applicable stock exchange or similar to any of as may otherwise be required by such stock exchange, 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 transactions contemplated under this Agreement at are not approved by the independent shareholders of Leoch Technology and Leoch Energy in compliance with such requirements, and, upon termination of this Agreement, if the products or services have been delivered but not paid for, the relevant purchase price or service charges shall become immediately due and payable notwithstanding any time and for any reason by giving no less than thirty (30) days’ written notice previous agreement or arrangement to the Supplier. The Catapult contrary. 4.3 Notwithstanding the terms of Clauses 4.1 and 4.2, a party hereto shall also be entitled to terminate this Agreement by giving the other party not less than three months’ written notice of immediate termination to (unless the Supplier, if: notice period is otherwise waived by the other party in any 12 (twelve) month period during writing). 4.4 For the Term, the Supplier commits two (2) or more breaches of this Agreement, whether or not it remedies those breaches; the provisions purposes 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 same4.2(a), and a breach shall certify in writing to be considered capable of remedy if 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 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 breach can comply with the provision of the Services under a binding agreement entered into prior in question in all respects other than as to the date time of notice performance. 4.5 Any waiver by either party of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination a breach of any provision of this Agreement for any reason, shall not affect be considered as a waiver of any subsequent breach of the accrued same or any other provision thereof. 4.6 The rights to terminate this Agreement given by this Clause shall be without prejudice to any other right or remedies remedy of either party existing as at in respect of the date of such expiry breach concerned (if any) 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 (inclusive) shall continue in full force and effectany other breach.

Term and Termination. This ‌ 13.1 Unless otherwise stated in the Order, this Agreement shall come into force shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement 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 effectwriting, unless at least 90 days before the end of the Initial Subscription Term or 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 earlier in accordance with the provisions of this Agreement, until Completionand 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, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith with immediate effect by giving written notice to the other party written notice of immediate termination if if:‌ (a) the other party: 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 this Agreement and such breach is not capable of remedy; commits a material breach any other term of this Agreement which breach is capable of remedy and irremediable or (if such breach is remediable) fails to remedy that breach within thirty a period of 30 days after being notified in writing to do so; (30c) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or 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; 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 (being an individual) shall become bankrupt or (being a company) 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); (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 solvent 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 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; other party;‌ (f) 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 clause 13.2(c) to 19.2.8 clause 13.2(e) (inclusive); or (g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. The Catapult . 13.3 Without affecting any other right or remedy available to it, Peak Technologies shall also be entitled have the right, by giving at any time written notice to the Customer, to terminate this Agreement at immediately if any time third party supplier or licensor of any Third Party Software withdraws its consent to the Customer’s access and use of the Third Party Software 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 whatsoever. 13.4 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately and automatically terminate; (b) the Customer, or Peak Technologies on behalf of the Customer, shall not affect uninstall the APK from all devices; (c) each party shall return and make no further use of any Confidential Information and other equipment, property and items (and all copies of them) belonging to the other party; (d) Peak Technologies may destroy or otherwise dispose of any of the Customer Data in its possession; and (e) any rights, remedies, obligations or liabilities of the parties that have accrued rights or remedies of either party existing as at up to the date of such expiry termination, including the right to claim damages in respect of any breach of the Agreement which existed at or termination. Notwithstanding expiry before the date of termination shall not be affected or termination of this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 15.1 This Agreement shall come into force on the Commencement Date and automatically terminate after each individual end date, outlined in Schedule 1. 15.2 [Client’s Name ---------------------------] shall continue in full force and effect, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party may be entitled to terminate this Agreement forthwith without cause by giving BiG not less than two weeks written notice of termination, in which event BiG shall comply with [Client’s Name ---------------------------] reasonable instructions with regard to termination and [Client’s Name -----------] shall pay BiG in respect of the Services, other than those for which payment is properly withheld (until any dispute is resolved)in accordance with Clause 7.5, up to the effective date of such termination. 15.3 Each party shall have the right, without prejudice to its other rights and remedies, to terminate this Agreement immediately by written notice on the other, if: (a) the other party written notice is in breach of immediate termination if any of its obligations under this Agreement or (b) the other party: commits party is unable to pay its debts or becomes insolvent or an order or an application is made or a material resolution passed or documents are filed or faxed with a court 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, supervisor or similar officer is appointed to the other party or over all or any of the assets of the other party or notice is given of the intention to make such an appointment or a moratorium is sought or declared in respect of the other party or the other party enters into or proposes any composition or arrangement with its creditors generally, or takes steps with a view to rescheduling or restructuring any of its indebtedness or anything analogous to the foregoing occurs in any applicable jurisdiction. BiG SERVICES AGREEMENT 15.4 [Client’s Name ---------------------------] shall only be treated as being in breach of this Agreement if as a result of its failure to pay BiG any Fees, the non-payment does not relate to a bona fide dispute and such breach is not capable of remedy; commits a material breach of the unpaid Fees have been overdue for more than 45 days. 15.5 If this Agreement which is capable of remedy and fails to remedy that breach terminated by [Client’s Name ] under Section 15.3 above, BiG must reimburse [Client’s Name ] within thirty (30) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent date of termination, any amounts paid by [Client’s Name ---------------------------] on or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 before the date of termination (whether or not complete); the Supplier shall return which relate 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 a period for which 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry not received Services. 15.6 Upon expiration or termination of this Agreement for whatever reason BiG shall co-operate with [Client’s Name ] and any reasonother advisors or suppliers to [Client’s Name ] to ensure a smooth handover of the work carried out by ▇▇▇ (including but not limited to the delivery to [Client’s Name ] of all books, documents, papers, materials and other property relating to the business of [Client’s Name ---------------------------] or its clients which may then be in its or any BiG Personnel's possession or under its or any BiG Personnel's control). For the avoidance of doubt, nothing in this Section or any other provision of this Agreement shall be taken to compel or require BiG to provide assistance to any competitor of BiG other than as provided for in this Clause 16.6 or to disclose any Intellectual Property Rights owned by BiG to any competitor of BiG. 15.7 Termination shall not affect the any accrued rights or remedies liabilities of either party existing as at party, nor shall it affect the date coming into force or continuance of such expiry or termination. Notwithstanding expiry or termination any provision of this AgreementAgreement which is expressly or by implication intended to come into force or continue in force on or after termination, including (without limitation) the provisions of Clauses 1Sections 3.3, 8, 109, 11, 12, 13, 14, or 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effect.

Term and Termination. 6.1 This Agreement shall come into force take effect on the Commencement Date date of execution of this Agreement and shall continue remain in full force and effect, effect until Party A becomes bankruptcy or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this pursuant to Clause 6.2. 6.2 This Agreement shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith be terminated: 6.2.1 by either Party giving written notice to the other party written notice of immediate termination Party if the other party: commits 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 is not breach, if capable of remedy; commits a material , has not been so remedied within, in the case of breach of this Agreement which is capable a non-financial obligation, fourteen (14) days, following receipt of remedy and fails to remedy that breach within thirty (30) days of being given such written notice; 6.2.2 either Party giving written notice specifying to the breach and requiring its remedy; other Party if the other Party becomes bankruptcy or insolvent or suspends, is the subject of proceedings or threatens arrangements for liquidation or dissolution or ceases to suspend, payment of its debts carry on business or is becomes unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filed, come due; 6.2.3 by either Party giving written 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 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 Party if, for any jurisdiction reason, the operations of Party A are terminated; 6.2.4 by either Party giving written notice 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 ceasesParty if the business licence or any other license or approval material for the business operations of Party B is terminated, cancelled or threatens revoked; 6.2.5 by either Party giving written notice to cease, carrying on its business. The Catapult shall also be entitled the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement; or 6.2.6 by election of Party A with or without reason. 6.3 Any Party electing properly to terminate this Agreement at any time and for any reason by giving pursuant to Clause 6.2 shall have no less than thirty (30) days’ written notice liability to the Supplierother Party for indemnity, compensation or damages arising solely from the exercise of such right. 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry expiration or termination of this Agreement for any reason, shall not affect the continuing liability of Party B to pay any Consulting Services Fees already accrued rights or remedies of either party existing as at the date of such expiry or termination. Notwithstanding expiry due and payable to Party A. Upon expiration or termination of this Agreement, the provisions of Clauses 1all amounts then due and unpaid to Party A by Party B hereunder, 8as well as all other amounts accrued but not yet payable to Party A by Party B, 10, 11, 12, 13, 14, 15, 17, 18 shall forthwith become due and 20 payable by Party B to 31 (inclusive) shall continue in full force and effect.Party A.

Term and Termination. This 3.1 Subject to Clause 3.2 below, this Agreement shall come into force on be for an initial period of 12 months from the Commencement Date and shall continue in full force and effect, thereafter until or unless terminated earlier in accordance with by either party on 3 months’ written notice to expire at any time on or after the provisions first anniversary of this Agreement, until Completion, when the Commencement Date. You are still liable to pay fees due under this Agreement shall automatically expire (during the “Term”). period of any notice to terminate. 3.2 Either party may terminate this Agreement forthwith by giving providing written notice which shall have immediate effect if any of the following events occur: 3.2.1 any Laws or Regulations require such termination; 3.2.2 the other party written notice of immediate termination if the other party: (including an Authorised User) commits a material breach of this Agreement and fails to remedy such material breach (or in so far as such breach is not capable of remedy; commits , to furnish adequate compensation (in the opinion of the innocent party) therefore) within 30 days of receipt of a written notice specifying the material breach from the other party and requiring it to be remedied; 3.2.3 the other party (including any Authorised Users) is in persistent breach of this Agreement; 3.2.4 the other party is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enter into administration, receivership or administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken by it or any other person in respect of any of these circumstances. 3.3 We may (at Our discretion) refuse to accept the registration of You or any of Your Authorised Users. We may suspend the provision of Avelo Exchange (at Our discretion) on giving You 1 (one) week’s written notice if We reasonably believe that You or any of Your Authorised Users are using Avelo Exchange other than in strict accordance with the terms of this Agreement or You fail to meet a request for payment when due in accordance with Clause 6. You are still liable to pay the fees under this Agreement during such suspension. As and when, to our reasonable satisfaction, We consider that you have rectified any non-compliance We will restart Your access to Avelo Exchange. 3.4 Upon termination for any reason: 3.4.1 all rights granted to You and Your Authorised Users under this Agreement shall cease; 3.4.2 You must, and You must procure that Your Authorised Users must, cease all activities authorised by this Agreement; and 3.4.3 You must immediately pay Us any sums due to Us under this Agreement. 3.5 Any clauses of this Agreement which is capable of remedy and fails are expressly stated or impliedly intended to remedy that breach within thirty (30) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or apply after 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 (inclusive) shall will continue in full force and effecteffect in accordance with their terms.

Term and Termination. This Agreement shall come into force on the Commencement be valid from Effective Date for a fixed term of one (1) month and shall continue in full force and effect, be automatically renewed for additional one month terms unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith by giving the other party gives written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 non-renewal to the other party in any jurisdiction Party at least three (3) calendar days before the termination date. Each Party shall have the right, without prejudice to which it is subject that has an effect equivalent its other rights or similar to any of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); the other party ceasesremedies, 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 Supplierother Party (“Defaulting Party”) if the Defaulting Party a) is in material breach of any of its obligations under this Agreement (including obligations as to payments) and that breach is either (1) incapable of being remedied or (2) remains un-remedied by the Defaulting Party after receiving written notice of the breach requiring remedy in a period of five (5) days. b) violated any requirements for providing the service stated under a) to k) in paragraph V; c) becomes bankrupt or insolvent under applicable law of its incorporation or is otherwise unable to pay its debts in the ordinary course of business; d) is dissolved (other than by way of a re-organization) or otherwise ceases to engage in its normal business operations and is unable thereby to fulfil all its obligations under this Agreement. The Catapult Parties shall also be entitled have the right, without prejudice to its other rights or remedies, to terminate this Agreement by giving prior written notice of immediate termination to the Supplierother Party: a) Any of the Parties loses any required permits or other required governmental or other approval or consent or the right to operate for any reason and/or is unable thereby to fulfil all their obligations as outlined in this Agreement; b) If changes to legislation, if: in regulation or other requirements of any 12 (twelve) month period during government or governmental authority or agency makes it illegal or impractical to distribute, provide, marked and/or operate the Termlicensed software, online games, and/or develop the Supplier commits two (2) or more breaches of business activity by the Company and/or develop the object and/or business between the Parties as contemplated by 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 applicable law and/or the FGB. In case 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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, each Party shall immediately return all Confidential Information received from the provisions other Party and destroy any copies that may exist. Such destruction shall be promptly confirmed in writing upon request of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 the other Party. All outstanding sums payable to the Affiliate by the Company shall immediately become due and 20 to 31 (inclusive) shall continue in full force and effectpayable.

Term and Termination. This 3.1 Subject to Clause 3.2 below, this Agreement shall come into force on be for an initial period of 12 months from the Commencement Date and shall continue in full force and effect, thereafter until or unless terminated earlier in accordance with by either party on 3 months’ written notice to expire at any time on or after the provisions rst anniversary of this Agreement, until Completion, when the Commencement Date. You are still liable to pay fees due under this Agreement shall automatically expire (during the “Term”). period of any notice to terminate. 3.2 Either party may terminate this Agreement forthwith by giving providing written notice which shall have immediate e ect if any of the following events occur: 3.2.1 any Laws or Regulations require such termination; 3.2.2 the other party written notice of immediate termination if the other party: (including an Authorised User) commits a material breach of this Agreement and fails to remedy such material breach (or in so far as such breach is not capable of remedy; commits , to furnish adequate compensation (in the opinion of the innocent party) therefore) within 30 days of receipt of a written notice specifying the material breach from the other party and requiring it to be remedied; 3.2.3 the other party (including any Authorised Users) is in persistent breach of this Agreement; 3.2.4 the other party is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enter into administration, receivership or administrative receivership or liquidation or threatens to do any of these things, takes or su ers any similar action in any jurisdiction or any step is taken by it or any other person in respect of any of these circumstances. 3.3 We may (at Our discretion) refuse to accept the registration of You or any of Your Authorised Users. We may suspend the provision of The Exchange (at Our discretion) on giving You 1 (one) week’s written notice if We reasonably believe that You or any of Your Authorised Users are using The Exchange other than in strict accordance with the terms of this Agreement or You fail to meet a request for payment when due in accordance with Clause 6. You are still liable to pay the fees under this Agreement during such suspension. As and when, to our reasonable satisfaction, We consider that you have recti d any non-compliance We will restart Your access to The Exchange. 3.4 Upon termination for any reason: 3.4.1 all rights granted to You and Your Authorised Users under this Agreement shall cease; 3.4.2 You must, and You must procure that Your Authorised Users must, cease all activities authorised by this Agreement; and 3.4.3 You must immediately pay Us any sums due to Us under this Agreement. 3.5 Any clauses of this Agreement which is capable of remedy and fails are expressly stated or impliedly intended to remedy that breach within thirty (30) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or apply after 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 (inclusive) shall will continue in full force and effecte ect in accordance with their terms.

Term and Termination. This Agreement shall come into force on the Commencement Date and 8.1 The Licence shall continue in full force for the Initial Licence Period and effect, thereafter for succeeding Annual Extensions unless and until the Licensee does not extend the Licence pursuant to clause 2.8 or this Agreement is terminated earlier in accordance with the provisions of this Agreementclause 8. If the Licensee does not extend the Licence, until Completion, when it will expire on the cessation of the relevant Licence Period. The Licensee may also terminate this Agreement shall automatically expire (with effect from the “Term”). expiry of the then current Licence Period by giving written notice to the Licensor prior to the Renewal Date. 8.2 Either party Party may terminate this Agreement forthwith immediately by giving written notice to the other party written notice in the event that any of immediate termination if the following occur:- 8.2.1 without prejudice to clause 2.6 above, the other party: Party fails to pay any amount due hereunder within 30 days of its due date or the other Party commits a material breach of this Agreement and such breach is not capable of remedy; commits a material or persistent breach of this Agreement which is capable of remedy and it fails to remedy that the breach within thirty (30) days 10 Business Days of being given a written notice specifying to do so. A breach shall be capable of remedy if the Party in breach and requiring its remedy; becomes insolvent can comply with the provision in question in all respects other than as to the time of performance; 8.2.2 the other Party commits a material or suspends, persistent breach of this Agreement which cannot be remedied; 8.2.3 any meeting of creditors of the other Party is held or threatens to suspend, payment any arrangement or composition with or for the benefit of its debts or is unable to pay its debts creditors (including any voluntary arrangement as they fall due within the meaning of section 123 of defined in the Insolvency Act 1986; commences negotiations with all ) is proposed or any class of its creditors with a view entered into by or in relation to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors the other Party (other than for the purpose of a scheme bona fide solvent re- construction, re-organisation or amalgamation); 8.2.4 the other Party ceases or threatens to cease carrying on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; 8.2.5 a nominee, supervisor, receiver, administrator, administrative receiver or liquidator is appointed in respect of the other Party or any encumbrancer takes possession of, or any distress, lien, execution or other process is levied or enforced (and is not discharged within seven days) upon, the assets of the other Party; 8.2.6 an order is made for the bankruptcy or winding-up of the other Party or a solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution for its winding up 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 ; 8.2.7 a notice given of intention to appoint an administrator, administrator is filed with the court or served on any creditor of the other Party; 8.2.8 an application for an administration order is issued at court in respect of that party or any part the other Party; 8.2.9 a meeting is convened for the purpose of its business or assets; gives, considering a resolution for the winding up of the other Party or the holder of a qualifying floating charge over the assets of that party gives, notice making of an intention to appoint application for an administrative receiver; has a liquidator, receiver, administrator administration order or administrative receiver appointed over the assets or in respect dissolution of any part of that party’s business or assets; the other Party; 8.2.10 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 analogous to any of the events mentioned those set out in Clauses 19.2.3 to 19.2.8 (inclusive); clauses 8.2.3-8.2.9 above occurs in any jurisdiction; 8.2.11 the other party ceasesParty, being an individual, dies or, by reason of illness or threatens to ceaseincapacity (whether mental or physical), carrying on is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; 8.2.12 the other Party is prevented by an Event of Force Majeure from performing any of its business. The Catapult shall also be entitled to terminate responsibilities under this Agreement at any time and for any reason by giving no less than thirty (30) days’ written notice to the Supplier. a period of three consecutive calendar months or more. 8.3 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall does not affect the accrued rights rights, remedies and obligations or remedies liabilities of either party the Parties existing as at the date of such expiry or termination. Notwithstanding expiry Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination. 8.4 In the event of termination of this Agreement, the provisions Licensee shall, on the Licensor’s written request, within 14 days return any physical copies of Clauses 1the Software and Documentation supplied by the Licensor, 8together with any copies made thereof, 10, 11, 12, 13, 14, 15, 17, 18 to the Licensor and 20 immediately pay any outstanding unpaid invoices submitted to 31 (inclusive) shall continue in full force and effectit whether before or after the termination of this Agreement.

Term and Termination. 15.1 This Agreement shall come into force commence on the Commencement Effective Date and shall continue in full force and effectand, unless terminated earlier in accordance with subject to the other provisions of this AgreementClause 15, until Completionshall continue for a period of 12 (twelve) months from the Effective Date. 15.2 Notwithstanding Clause 15.1 above, when this Agreement shall automatically expire (the “Term”). Either party either Party may terminate this Agreement forthwith at any time in accordance with Clause 15.3, 15.4 and 20. 15.3 This Agreement may be terminated by any Party by giving the other party Party 90 days (ninety days) written notice of immediate termination such intent. 15.4 A Party may immediately terminate this Agreement by giving notice to the other Party, if the other party: Party: (a) commits a continuing or material breach of this Agreement and where such a breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach it within thirty twenty one (3021) days of being given written a notice specifying requiring the breach and requiring its remedy; to be remedied; (b) is dissolved, becomes insolvent or suspendsinsolvent, or threatens to suspend, payment of its debts fails or is unable to or admits in writing its inability to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, institutes or makes has instituted against it proceedings seeking a proposal for judgment of insolvency or enters into any compromise or arrangement with its creditors other than for the purpose of a scheme for a solvent amalgamation or reconstruction of that party; bankruptcy, has a petition filed, notice is given, resolution is passed, or order made, passed for or in connection with the its winding up or liquidation, seeks or becomes the subject of that party; has an application made to court, or an order made, for the appointment of an administrator, receiver or has notice given of intention to appoint an administrator, similar official in respect of that party or any 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 c) ceases, or threatens to cease, carrying to carry on its business. The Catapult shall also be entitled ; or (d) pursuant to terminate this Agreement at any time and for any reason by giving no less than thirty Section 18.3 (30Force Majeure). (a) days’ written notice to the Supplier. The Catapult shall also be entitled to Sensako may immediately terminate this Agreement by giving written notice to Stockist in the event of immediate a Change of Control of Stockist; or 15.5 Upon any termination to the Supplier, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) or more breaches expiration 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 all Seed in the reasonable opinion Consignment Stock will remain the property of Sensako and will be returned to Sensako, and the Catapult Stockist will remain responsible to pay for any event occurs which would have a materially adverse effect damaged Seed or Seed that is missing from the Consignment Stock. 15.6 Subject to Clause 15.5, all other rights and licenses of Stockist under this Agreement shall terminate on the ability of the Supplier to perform the Services. CONSEQUENCES OF TERMINATION On termination or expiration date. 15.7 Upon 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 Supplier in providing such assistance. If the Catapult terminates this Agreement in accordance with this Clause 19.315 (Term and Termination) neither Party shall be entitled to any compensation, damages or other form of payment (including for loss of profits or goodwill) for such termination or expiry or 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable)consequences thereto. Expiry Termination or termination expiration of this Agreement for shall be without prejudice to any reason, shall not affect obligations contained herein which survive the accrued rights termination or remedies of either party existing as at the date of such expiry or termination. Notwithstanding expiry or termination expiration of this Agreement, and any prior rights which a Party has accrued prior to the provisions termination or expiration of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectthis Agreement.

Term and Termination. This 7.1 The initial term of this Agreement shall come into force on the Commencement Date and shall continue in full force and effect, unless terminated earlier in accordance be one year beginning with the provisions of this AgreementEffective Date, until Completion, when and this Agreement shall automatically expire renew for additional one-year terms, unless sooner terminated as provided in this Section of the Agreement. The parties agree to review and assess the terms of this Agreement annually. 7.2 This Agreement may be terminated as follows: 7.2.1 Company may terminate this Agreement at any time upon thirty (the “Term”). 30) days’ prior written notice. 7.2.2 Either party may terminate this Agreement forthwith by giving the other party written notice of immediate termination if the other party: commits due to a material breach of this Agreement and such breach is not capable of remedy; commits a material breach any term of this Agreement which is capable by the other party upon written notice of remedy such breach to the breaching party, and fails the failure of the breaching party to remedy that cure such breach within thirty (30) days after receiving such notice. 7.2.3 Notwithstanding any other provision in this Agreement, Company shall have a right to terminate this Agreement immediately in the event of being given written notice specifying the breach occurrence of any one of the following: (a) The suspension, revocation or limitation of Physician’s license to practice medicine; (b) The loss or suspension of Physician’s federal or state registrations to prescribe and requiring dispense controlled substances; (c) A determination by Company, in its remedyreasonable discretion, that Physician has committed professional misconduct; (d) The death of Physician; (e) The conviction of Physician, in any jurisdiction, of a felony or crime of moral turpitude; (f) Physician sells his shares or otherwise ceases to be an owner of Company; or (g) Physician becomes insolvent disabled or suspends, or threatens impaired to suspend, payment of its debts or the extent that he is unable to pay its debts as they fall due within perform the meaning of section 123 of duties required under this Agreement. 7.2.4 In the Insolvency Act 1986; 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 purpose event of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filedchange in laws, 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 part of its business or assets; gives, regulations or the holder method or amount of reimbursement which materially adversely affects the economic benefit expected by either party under the terms this Agreement, a qualifying floating charge over party, if it has been or will be materially adversely affected, shall have the assets of right to request 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 negotiate a modification 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 terms of this Agreement at any time to the extent and for any reason by giving no less than in the manner reasonably necessary to accommodate such governmental action and to preserve the economic benefits hereof. If the parties are unable to reach an agreement concerning modification of this Agreement within thirty (30) days’ , either party may immediately terminate this Agreement upon 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or other party. 7.3 Upon termination of this Agreement for any reason, no party shall not affect the have any further obligation hereunder except for (1) obligations which accrued rights or remedies of either party existing as at prior to the date of such expiry termination and (2) obligations, promises or termination. Notwithstanding expiry or termination covenants contained herein that expressly extend beyond the term of this Agreement. In the event that this Agreement is terminated prior to the end of any one-year term, the provisions parties shall not enter into another contract with each other for the same or similar services within the remaining period of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectsuch one-year term of this Agreement.

Term and Termination. 12.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Effective Date and shall continue in full force and effectcontinue, unless unless: (a) the Customer gives one months’ notice of termination expiring on the same day of the month as the Effective Date; (b) Jukwa gives three months’ notice of termination expiring on the same day of the month as the Effective Date; or (c) otherwise terminated earlier in accordance with the provisions of this Agreementagreement. 12.2 Without affecting any other right or remedy available to it, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 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 agreement and (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 3 days after being notified in writing to do so; (30c) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 suspends 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 suspend or cease, carrying on all or a substantial part of its business. The Catapult shall also be entitled ; or (d) 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. 12.3 Without affecting any other right or remedy available to it, Jukwa may terminate this Agreement at any time and for any reason agreement with immediate effect by giving no less than thirty (30) days’ written notice to the Supplier. The Catapult shall also be entitled to terminate this Agreement Customer if the Subscription Fee is zero and no Service Fees have been received by giving written notice of immediate termination to Jukwa over 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 previous 3 months. 12.4 On expiry or termination of this Agreement: the Supplier agreement for any reason: (a) all licences granted under this agreement shall immediately cease all terminate; (b) each party shall return and make no 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 any equipment, property, documentation 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 other items (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 them) belonging 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 other party; (c) Jukwa may destroy or control and are unused as at the date otherwise dispose 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 Customer Content in its possession (d) any rights, remedies, obligations or part liabilities 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 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given shall not be affected or prejudiced; (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination e) any provision of this Agreement for any reasonagreement that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of this agreement, including clause 1 (Interpretation), clause 4 (data protection), clause 9 (Confidentiality), clause 10 (Indemnity) and 12 (Term and termination), 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 (inclusive) shall continue remain in full force and effect; and (f) any outstanding balance becomes immediately due and payable.

Term and Termination. 15.1 This Agreement shall come into force commence on the Commencement Date and shall continue in full force and effectand, unless terminated earlier in accordance with the termination provisions of under this Agreement, shall continue in full force and effect until Completioneither Party gives to the 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, when this Agreement shall automatically expire (at the “Term”). Either party 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 forthwith with immediate effect by giving written notice to the other party written notice of immediate termination if Party if: 15.2.1 the other party: commits a material breach of this Agreement and such breach is not capable of remedy; Party commits a material breach of this Agreement which breach is capable of remedy and irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) a period of seven days of after being given written notified in writing to do so; or 15.2.2 the other Party gives notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment any of its debts creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts as they fall due within the meaning of section Section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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, is made or a resolution is passed for the appointment winding-up of the other Party or an administratoradministration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or has notice given of intention to appoint an administrator, a receiver and/or manager or administrative receiver is appointed in respect of that party all or any part of its business the other Party’s assets or assets; givesundertaking 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 bankruptcy order, or the holder other Party takes or suffers any similar or analogous action in consequence of a qualifying floating charge over the assets of that party gives, notice of an intention to appoint an administrative receiverdebt in any jurisdiction; 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 and/or 15.2.3 the other party in any jurisdiction to which it is subject that has an effect equivalent Party suspends 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 suspend or cease, carrying on all or a substantial part of its business. The Catapult shall also be entitled . 15.3 Without affecting any other right or remedy available to us, we may terminate this Agreement at any time and for any reason by giving no less than thirty without Liability (30) days’ written notice subject to the Supplier. The Catapult shall also be entitled to terminate this Agreement Clause 14.2), with immediate effect by giving written notice of immediate termination to the Supplieryou, if: : 15.3.1 (or such other notice period as we see fit at our absolute direction) you fail to pay any amount due under this Agreement on the due date for payment and such amount remains in any 12 (twelve) month period during the Term, the Supplier commits two (2) default not less than 14 days after being notified to make such payment; 15.3.2 you challenge or more breaches of this Agreement, whether or not it remedies those breaches; the provisions of Clause 15.2 apply; the Supplier challenges dispute the validity of any registrations of our IPR; or 15.3.3 you purport to assign 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 your rights or termination of obligations under 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or . 15.4 On termination of this Agreement for any reason: 15.4.1 all licences and rights granted under this Agreement shall immediately terminate; 15.4.2 you shall pay to 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 other Party; and 15.4.4 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 this Agreement which existed at or before the date of termination, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Effective Date and shall continue in full force and effectfor the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period, or otherwise terminated earlier in accordance with the provisions of this Agreementagreement (and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.) Without affecting any other right or remedy available to it, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: the other party: party commits a material breach of this Agreement any term of the agreement (including failure to pay any amount due under the agreement) and (if such a breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty 10 Business Days of that party being notified in writing to do so; the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (30) days other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of being given written notice specifying the breach and requiring court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its remedyassets 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; becomes insolvent or the other party suspends, or threatens to suspend, payment of its debts or is unable ceases or threatens to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with cease to carry on 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 purpose of a scheme for a solvent amalgamation or 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 substantial part of its business or assetsbusiness; gives, or the holder 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 the Contract has been placed in jeopardy. Termination of a qualifying floating charge over the assets agreement shall not affect any of the parties' rights, remedies, obligations or liabilities that party giveshave accrued as at termination, notice of an intention including the right to appoint an administrative receiver; has a liquidator, receiver, administrator or administrative receiver appointed over the assets or claim damages 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 breach of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); the other party ceases, agreement which existed at 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 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 before the date of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the . Any provision of the Services under a binding agreement entered that expressly or by implication is intended to come into prior to the date of notice of or continue in force on or after termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue remain in full force and effect.. On termination of this agreement for any reason:

Term and Termination. This The term of this Letter Agreement shall come into force will start on the Commencement Effective Date and shall continue in full force and effectthereafter for a period of five (5) years, unless sooner terminated earlier as set forth below. The term of this Letter Agreement may be extended beyond the initial five year term upon the mutual written agreement of Vistar and Company. Vistar will have the right to terminate this Letter Agreement if you fail to make payment of any amounts due and payable by you, and such failure continues for ten (10) days after the date of our written notice to you. Either party will have the right to terminate this Letter Agreement: (i) if the other party breaches or defaults under any of the terms, obligations or representations of this Letter Agreement (except for late payment by the Company which is addressed above), and such default is not cured within 30 days after written notice from the other party, (ii) in accordance with the event the other party is declared insolvent or bankrupt or makes an assignment for the benefit of creditors, or in the event a receiver is appointed or any proceeding is demanded by, for or against the other party under any provision of the Federal Bankruptcy Act or any amendment of such Act; (iii) if the financial condition of the other party materially deteriorates; or (iv) a change in control of the other party, where "change in control" means the transfer of all or substantially all of the assets of the entity in question, or a "person" or "group" (as such terms are used in Section 13 (d) and 14 (d) of the Exchange Act of 1934, as amended) has become the beneficial owner, directly or indirectly of fifteen percent (15%) or more of the then outstanding voting shares of such party, provided that such "person" or "group" was not, directly or indirectly, a beneficial owner of at least such amount of such voting shares as of the Effective Date; provided, however that any transfer of ownership interest among members of the Sbarro family shall not be considered a "change in control." In addition, Company shall have the right to terminate this Agreement, if it reasonably determines that Vistar has materially failed to maintain satisfactory service levels (subject to the provisions of this Agreementthe Unforeseen Events section, until Completionbelow) or has materially failed to maintain competitive pricing for Products it delivers to the Restaurants. In such event, when this Agreement Company shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith by giving the other party provide written notice to an officer of immediate termination if the other party: commits Vistar describing, in reasonable detail, such service deficiencies and/or pricing issues and Vistar shall, within fourteen (14) days of its receipt of such notice, provide a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and fails to remedy written response that breach outlines its planned corrective action. If Vistar fails, within thirty (30) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment date of its debts written response, to correct the service deficiencies or is unable to pay its debts as they fall due within satisfactorily address the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view to rescheduling any of its debtspricing issues, 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 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 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 Company shall also be entitled to terminate this Agreement at any time upon notice to Vistar, provided that such termination shall not be effective prior to the expiration of one hundred eighty (180) days from the date of termination notice. Company shall be entitled to purchase Products from other distributors, commencing ninety (90) days following the date of the termination notice. Commencing six months prior to the 3rd anniversary of the Effective Date, Company and Vistar shall meet to review the terms, pricing and provisions of this Letter Agreement. In the event that the parties are unable to agree upon amendments to terms, pricing, and other provisions of this Letter Agreement by the 3rd anniversary of the Effective Date, Vistar may terminate this Letter Agreement with written notice to Company, provided that such termination shall not be effective until one hundred eighty (180) days from the 3rd anniversary of the Effective Date. If Vistar fails to exercise its termination rights outlined in this paragraph, the existing terms and conditions of this Letter Agreement shall remain in full force and effect until the 5th anniversary of the Effective Date, unless this Letter Agreement is otherwise earlier terminated in accordance with the other provisions of this Letter Agreement. Upon termination of this Letter Agreement, for any reason reason, you agree to purchase from us, at Cost (including freight costs) as defined in the Pricing Schedule, all of our inventory of the Proprietary Products and any labeling and packaging materials used in connection with the Proprietary Products. You agree to purchase all perishable Proprietary Products within fifteen (15) days after the effective date of termination of this Letter Agreement or by giving no less than the expiration date of the Proprietary Product, whichever is earlier, and all nonperishable Proprietary Products within thirty (30) days’ written notice to days after the Supplier. The Catapult shall also be entitled to terminate this Agreement by giving written notice effective date 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 Letter 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.

Term and Termination. This 11.1 The term of this Agreement shall come into force commence on the Commencement Date date of this Agreement and shall continue in full force and effect, unless terminated earlier in accordance with end on the provisions first year anniversary date of this Agreement, unless or until Completion, when this Agreement shall automatically expire (earlier terminated by either party giving to the “Term”). other party not less than ten business days written notice. 11.2 Either party may terminate this Agreement forthwith immediately at any time by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party commits a material breach of this Agreement and such breach is not capable of remedy; commits a any material breach of this Agreement which breach is capable of remedy and fails to remedy that irremediable, or which breach (if remediable) is not remedied within thirty (30) days after the service of being given written notice specifying requiring the breach and requiring its remedysame; becomes insolvent or suspends, or (b) the other party ceases or threatens to suspendcease to trade (either in whole, payment or as to any part or division involved in the performance of its debts this Agreement), or becomes or is deemed insolvent, is unable to pay its debts as they fall due within the meaning of section 123 due, has a receiver, administrative receiver, administrator or manager appointed of the Insolvency Act 1986; commences negotiations with all whole or any class part of its creditors with a view to rescheduling assets or business, makes any of its debts, or makes a proposal for or enters into any compromise composition or arrangement with its creditors or an order or resolution is made for its dissolution or liquidation (other than for the purpose of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution is passedreconstruction), or order madetakes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction. 11.3 Upon termination of this Agreement for or in connection with the winding up of that party; has an application made any reason prior 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 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 completion of any part of that party’s business or assets; any event occurs, or proceeding is taken, with respect to the other party Services in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned Areas, subject to receipt of the entire Area Fee Contractor shall complete the Services in Clauses 19.2.3 the Area and deliver 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 Client all Deliverables relating to the Supplierrespective Area. The Catapult shall also be entitled In case the contract is terminated prior 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 completion of the Services pursuant to this Agreement and in any of the Areas, the advance payment 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry refundable, 11.4 The expiration or termination of this Agreement for any reason, reason shall not affect give either party the accrued right to claim any compensation, indemnity or reimbursement whatsoever from the other by reason of such termination, but termination shall be without prejudice to any rights or remedies of available to, or any obligations or liabilities accrued to, either party existing as at the effective date of such expiry or termination. Notwithstanding expiry or the above, the confidentiality provisions of Section 8 of this Agreement shall survive termination of this Agreement for the period described in Section 8 of this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effect.

Term and Termination. 12.1 This Agreement shall come into force be effective from the Effective Date and expire on the Commencement first (1st) anniversary of the Effective Date and (the Term). The Term shall continue in full force and effect, be automatically renewed for additional periods of 12 months (each a Renewal Term) unless terminated earlier in accordance with either Party provides written notice to the provisions other Party at least three (3) months prior to the beginning of this a Renewal Term that it does not desire to renew the Agreement, until Completion, when this . 12.2 This Agreement shall automatically expire be terminated forthwith upon the sending of notice in writing upon the occurrence of one or more of the following events: (the “Term”). Either party may terminate this Agreement forthwith a) by giving the other party written notice of immediate termination either Party hereto, if the other party: commits 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 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 this Agreement and such breach is not capable any of remedy; commits a material breach of its obligations under this Agreement which is capable of remedy and fails to remedy that breach shall not be remedied within thirty (30) days days, or a shorter period if expressly required herein, from the giving of being given written notice specifying the requiring said breach and requiring its remedy; becomes insolvent or suspendsto be remedied; (c) by either Party, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 if there shall also be entitled to terminate this Agreement at any time and for occur any reason change in the ownership or control of either Party which the other Party reasonably deems to be material; or (d) if any subsequent enactment of law or regulation or any subsequent action (or failure to act) 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 Suppliergovernmental authority in BUYER’s or SELLER’s country shall, 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 a Party: (i) make performance of this Agreement impossible or unreasonably expensive or unreasonably difficult for said Party, (ii) materially alter the Catapult any event occurs which would have a materially adverse effect on the ability rights and obligations of the Supplier Parties from those agreed and contemplated by this Agreement; or (iii) interfere with the benefits contemplated herein to perform the Services. CONSEQUENCES OF TERMINATION On expiry or termination be received by said Party. 12.3 Termination of this Agreement: Agreement shall be without prejudice to the Supplier shall immediately cease all further performance accrued rights and liabilities 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 Parties at the date of such termination (including all copies of the same)termination, and shall certify unless waived in writing to by the Catapult that it has done so; Party enjoying 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 right or to such third party as whom the Catapult may nominate (as the case may be) and the Catapult shall reimburse to the Supplier the reasonable costs actually incurred by the 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or liability is owed. 12.4 Upon termination of this Agreement for any reason, : (a) all obligations undertaken in this Agreement shall not affect forthwith terminate; provided that all terms and conditions of this Agreement which are destined (whether expressed or not) to survive the accrued rights or remedies of either party existing as at the date of such expiry or termination. Notwithstanding expiry duration or termination of this AgreementAgreement including, the provisions of Clauses 1without limitation, Articles 8, 10, 11, 12, 13, 14, 15, 17and 16 shall so survive; (c) the Forecast and outstanding Purchase Orders, 18 and 20 to 31 (inclusive) which have been confirmed by SELLER, shall continue to be executed by the Parties in full force accordance with the terms thereof and effectthe provisions of this Agreement shall continue to apply thereto until the pertinent transactions shall have been completed; and (d) a termination of this Agreement shall not relieve either Party from any obligations accrued to the date of termination or relieve the Party in default or breach from liability for damages to the other for default or breach of this Agreement.

Term and Termination. 16.1. This Agreement and each Scope of Works shall come into force commence on the Commencement Date and shall continue remain in full force and effect, for the Initial Term unless otherwise agreed by the Parties or earlier terminated earlier in accordance with the provisions terms of this Agreement. Thereafter, until Completion, when this Agreement and each Scope of Works shall continue to automatically expire 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. 16.2. Either party Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement forthwith with immediate effect by giving written notice to the other Party if: (a) The other party written notice of immediate termination if the other party: commits a material breach of any material term of this Agreement and (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; (b) the other Party breaches any of being given written notice specifying the breach and requiring its remedyterms of Clause 10, Clause 15 or Clause 20; becomes insolvent or or (c) the other Party suspends, or threatens to suspend, payment of its debts 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; 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 purpose of a scheme for a solvent amalgamation or 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 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. 16.3. 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 Termination 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights rights, remedies, obligations or remedies liabilities of either party the Parties existing as at termination. 16.4. On termination of this Agreement for any reason: (a) CompanyNet shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to 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 CompanyNet incurs from any of its third party suppliers or software providers as a consequence of such expiry or early termination. Notwithstanding expiry CompanyNet shall use reasonable endeavours to mitigate any loss, but the Customer acknowledges and agrees that any third-party fees may not be mitigated by CompanyNet and the Customer shall not hold CompanyNet 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 may have under any other Scope of Works. 16.7. Upon termination of this AgreementAgreement or a specific Scope of Works for any reason CompanyNet will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, 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 the Customer for the transition of Services during the Termination Assistance Period shall be provided by CompanyNet 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 CompanyNet to the Customer or the Successor Service Provider; and (b) such other activities upon which the 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), CompanyNet 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 17, 8, 10, 11, 12, 13, 1415, 1516, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectsurvive termination of any Scope of Works or this Agreement.

Term and Termination. 11.1 This Agreement shall come into force on commence as of the Commencement Effective Date and shall continue in full force and effectand, unless terminated earlier in accordance with sooner as provided herein, shall continue for the provisions of this AgreementTerm. 11.2 Without affecting any other right or remedy available to it, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith with immediate effect by giving written notice to the other party written notice if: 11.2.1 the provision or receipt of immediate termination 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: party commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach any term of this Agreement which breach is capable of remedy and irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days of after being given written notice specifying notified in writing to do so (such notification to include reference to this Clause 11.2.3); or 11.2.4 the breach and requiring other party takes any step or action in connection with its remedy; becomes insolvent or suspendsentering administration, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all provisional liquidation 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 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 scheme for solvent restructuring), having a solvent amalgamation receiver appointed to any of its assets or reconstruction of that party; has a petition filedceasing to carry on business or, notice if the step or action is giventaken in another jurisdiction, resolution is passed, or order made, for or in connection with any analogous procedure in the winding up of that party; has an application made to courtrelevant jurisdiction, 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 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, ceases or threatens to cease, carrying cease to carry on its business. The Catapult shall also be entitled to . 11.3 Sylvera may terminate this Agreement at any time and for any reason in whole or in part by giving no less than thirty three (303) daysmonths’ written notice to the Supplier. The Catapult Customer, provided that Sylvera shall also be entitled to terminate this Agreement by giving written notice of immediate termination refund to the Supplier, if: Customer any amounts paid 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 advance as at the date of termination 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 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 termination (including all copies 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 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 period 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or suspension. 11.5 On termination of this Agreement for any reason: (i) all licences granted under this Agreement shall immediately terminate; (ii) each party shall return and make no further use of any Confidential Information, shall not affect equipment, property and other items (and all copies of them) belonging to the other party; and (iii) any rights, remedies, obligations or liabilities of the parties that have accrued rights or remedies of either party existing as at up to the date of such expiry or termination. Notwithstanding expiry or termination , including the right to claim damages in respect of any breach of this Agreement, Agreement which existed at or before the provisions date of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) termination shall continue in full force and effectnot be affected or prejudiced.

Term and Termination. 17.1 This Agreement shall come into force Contract shall, unless otherwise terminated as provided in this clause 17, commence on the Commencement Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: 17.1.1 either party notifies the other party of termination, in full force and effectwriting, unless at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiration of the applicable Initial Subscription Term or Renew- al Period; or 17.1.2 otherwise terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement Contract; and the Initial Subscription Term together with any subsequent Renewal Periods shall automatically expire (consti- tute the “Subscription Term”). Either . 17.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement forthwith Con- tract with immediate effect by giving written notice to the other party written notice of immediate termination if if: 17.2.1 the other party: party fails to pay any amount due under this Contract on the due date for pay- ment and remains in default not less than 14 days after being notified in writing to make such payment; 17.2.2 the other party commits a material breach of any other term of this Agreement and Contract which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty (30) with- in a period of 14 days after being notified in writing to do so; 17.2.3 the other party repeatedly breaches any of being given written notice specifying the breach and requiring terms of this Contract in such a manner as to reasonably justify the opinion that its remedy; becomes insolvent conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract; 17.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within or admits inability to pay its debts or is deemed unable to pay its debts at they come due or has no reasonable prospect of so doing, or files a petition in bankruptcy under the meaning of section 123 US Bankruptcy Code, or (being a partnership) has any partner to whom any of the Insolvency Act 1986; foregoing apply; 17.2.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling or reorganizing 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 bankruptcy reorganization or an assignment for a solvent amalgamation or reconstruction the benefit of that party; has credi- tors; 17.2.6 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 or dissolution of that other party with one or more other companies or the solvent reconstruction of that other party; has ; 17.2.7 an application is made to court, or an order is made, for the appointment of an administratoradmin- istrator, or has if a notice given of intention to appoint an administratora trustee or administrator is given or if a trustee or administrator is appointed, in respect of that over the other party or any part of its business or assets; gives, or (being a company); 17.2.8 the holder of a qualifying floating charge blanket lien over the assets of that other party gives, notice of an intention (being a company) has become entitled to appoint or has appointed an administrative receiver; has ; 17.2.9 a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is appointed over the assets of the other party; 17.2.10 the other party (being an individual) is the subject of a bankruptcy petition or in respect order; 17.2.11 a creditor or lienholder of the other party attaches or takes possession of, or a writ , execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of that the other party’s business assets and such attachment or assets; process is not discharged within 14 days; 17.2.12 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction jurisdic- tion to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 19.2.3 clause 17.2.4 to 19.2.8 clause 17.2.11 (inclusive); or 17.2.13 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.

Term and Termination. 12.1 This Agreement shall come into force 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 effectwriting, unless at least 60 days before the end of the Initial Subscription Term or 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 earlier in 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, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: 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 and agreement which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 21 days after being notified in writing to do so. 12.3 On termination of this agreement for any reason: (30a) days of being given written notice specifying the breach all licences granted under this agreement shall immediately terminate; (b) each party shall return and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 make no further use of any part equipment, property and other items (and all copies of that party’s business or assets; any event occurs, or proceeding is taken, with respect them) belonging to the other party in any jurisdiction to which it is subject that has an effect equivalent party; (c) the Supplier may destroy or similar to otherwise dispose of any of the events mentioned Customer Data 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, possession unless the Supplier commits two (2) or more breaches of this Agreementreceives, whether or not it remedies those breaches; no later than ten days after the provisions of Clause 15.2 apply; the Supplier challenges the validity of any registrations of any Intellectual Property Rights date 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: agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall immediately cease all further performance of use reasonable commercial endeavours to deliver the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services back-up to the Catapult; Customer within 30 days of its receipt of such a written request, provided that the Supplier shall immediately cease Customer has, at that time, paid all use of the Intellectual Property Rights relating to the Services fees and the Deliverables in any way; the Supplier shall promptly provide to the Catapult all Deliverables developed or created prior to the date of charges outstanding at and resulting from 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 due at the date of such termination (including termination). The Customer shall pay 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 expenses incurred by the Supplier in providing such assistance. If returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 15.1 This Agreement shall come into force commence on the Commencement Date and shall continue in full force and effectand, unless terminated earlier in accordance with the termination provisions of under this Agreement, shall continue in full force and effect until Completioneither Party gives to the 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, when this Agreement shall automatically expire (at the “Term”). Either party 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 forthwith with immediate effect by giving written notice to the other party written notice of immediate termination if Party if: 15.2.1 the other party: commits a material breach of this Agreement and such breach is not capable of remedy; Party commits a material breach of this Agreement which breach is capable of remedy and irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) a period of seven days of after being given written notified in writing to do so; or 15.2.2 the other Party gives notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment any of its debts creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts as they fall due within the meaning of section Section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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, is made or a resolution is passed for the appointment winding-up of the other Party or an administratoradministration order is made or an administrator is appointed to manage the affairs, business and property of the other Party or has notice given of intention to appoint an administrator, a receiver and/or manager or administrative receiver is appointed in respect of that party all or any part of its business the other Party’s assets or assets; givesundertaking 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 bankruptcy order, or the holder other Party takes or suffers any similar or analogous action in consequence of a qualifying floating charge over the assets of that party gives, notice of an intention to appoint an administrative receiverdebt in any jurisdiction; 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 and/or 15.2.3 the other party in any jurisdiction to which it is subject that has an effect equivalent Party suspends 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 suspend or cease, carrying on all or a substantial part of its business. The Catapult shall also be entitled . 15.3 Without affecting any other right or remedy available to us, we may terminate this Agreement at any time and for any reason by giving no less than thirty without Liability (30) days’ written notice subject to the Supplier. The Catapult shall also be entitled to terminate this Agreement Clause 14.2), with immediate effect by giving written notice of immediate termination to the Supplieryou, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) : 15.3.1 you challenge or more breaches of this Agreement, whether or not it remedies those breaches; the provisions of Clause 15.2 apply; the Supplier challenges dispute the validity of any registrations of our IPR; or 15.3.2 you purport to assign 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 your rights or termination of obligations under 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or . 15.4 On termination of this Agreement for any reason: 15.4.1 all licences and rights granted under this Agreement shall immediately terminate; 15.4.2 you shall pay to 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 other Party; and 15.4.4 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 this Agreement which existed at or before the date of termination, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 13.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement 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 full force and effectwhich case this Agreement shall continue, unless otherwise terminated, on the terms applicable to a Basic Version; (b) the section or account is deleted/closed or the Customer otherwise terminates the agreement or downgrades from the Paid Version to the Basic Version; or (c) otherwise terminated earlier in 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 Notwithstanding clause 13.1 above, until CompletionOYM may, when 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 Agreement shall automatically expire (instance OYM may, in its absolute discretion provide a refund of any Charges paid by the “Term”). Either 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 forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party commits a material breach of any other term of this Agreement and agreement which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 45 days after being notified in writing to do so; (30b) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 repeatedly breaches any of the events mentioned terms of this agreement in Clauses 19.2.3 such a manner as to 19.2.8 (inclusive); reasonably justify the other party ceases, opinion that its conduct is inconsistent with it having the intention or threatens ability 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 give effect 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 terms 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 agreement; 13.4 On expiry or termination of this Agreement: the Supplier agreement (where it does not continue under a Basic Version license) for any reason: (a) all licences granted under this agreement shall immediately cease all further performance of terminate and the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier Customer shall immediately cease all use of the Intellectual Property Rights relating Services and/or the Documentation; (b) each party shall return and make no further use of any Documentation and other items (and all copies of them) belonging to the Services and other party; (c) OYM may destroy or otherwise dispose of any of the Deliverables Customer Data 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 its possession in accordance with the Catapult’s instructionsclause 4.6(c). (d) any rights, all Confidential Information remedies, obligations or liabilities 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 parties 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 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 accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 13.1. This Agreement shall come into force on agreement will be in effect during the Commencement Date Free Subscription, and shall continue in full force thereafter will automatically be renewed for successive (and effectchargeable) periods of equal length, unless terminated earlier a party notifies the other party of its desire not to renew the Service prior to the end of the then-current subscription period in accordance with one of the provisions of this Agreementfollowing ways (all such periods are collectively, until Completion, when this Agreement shall automatically expire (the “Term”). Either If Bermad desire not to renew the Service, Bermad will send you an email notification thereof to your email address that Bermad has on record for your account. If you desire not to renew the Service you must either: (a) actively opt-out of renewal through using the relevant configuration option on your user account on the Service, or (b) send us a email notification thereof, but which will take effect only once we complete processing your request and confirm it request by return email to you. 13.2. Notwithstanding the above, either party may terminate this Agreement forthwith by giving agreement: 13.2.1. In the other party written notice event of immediate termination if the other party: commits a material breach of this Agreement and such by the other party, where the breach remains uncured for fifteen (15) days following written notice thereof from the non-breaching party to the breaching party, but if a breach is of a nature that cannot capable be cured, then the non-breaching party may terminate the Agreement immediately upon notice to the other party; 13.2.2. If the terminating party is required to do so by law; 13.2.3. If the other party becomes or is declared insolvent or bankrupt, is the subject of remedy; commits a material breach of this Agreement any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is capable of remedy and fails to remedy that breach proceedings are not dismissed within thirty sixty (3060) days of being given written notice specifying their commencement, makes an assignment for the breach and requiring its remedy; becomes insolvent or suspendsbenefit of creditors, or threatens to suspend, payment of its debts takes or is unable subject to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 such other than for the purpose of a scheme for a solvent amalgamation or 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 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 comparable action 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 businessrelevant jurisdiction. 13.3. 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 Immediately upon termination of this Agreement: : 13.3.1. Bermad may terminate Customers’ account on the Supplier Service and delete the Output Data (if stored) in its systems; 13.3.2. Customer shall immediately cease all further performance of the Services pursuant to this Agreement any 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 Service and the Deliverables in any way; the Supplier shall promptly is no longer entitled to, and Bermad will no longer provide to the Catapult Customer, any technical support or Service updates; 13.3.3. Bermad will charge Customer for all Deliverables developed or created prior to the date of termination then-outstanding Service fees (whether or not completeif any); the Supplier shall return to the Catapult, promptly and ; 13.4. Sections 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 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 that by the Supplier prior to the date their purpose of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 nature should survive termination of this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectwill so survive.

Term and Termination. 13.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Effective Date and shall continue in full force and effectfor the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period, or otherwise terminated earlier in 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, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party commits a material breach of this Agreement any term of the agreement (including failure to pay any amount due under the agreement) and (if such a breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty (30) 10 days of that party being given written notice specifying notified in writing to do so; (b) the breach and requiring other party takes any step or action in connection with its remedy; becomes insolvent 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 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; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable ceases or threatens to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with cease to carry on 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 purpose of a scheme for a solvent amalgamation or 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 substantial part of its business 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 the Contract has been placed in jeopardy. 13.3 Termination of the agreement shall not affect any of the parties' rights, remedies, obligations or assets; givesliabilities that have accrued as at termination, or including the holder of a qualifying floating charge over the assets of that party gives, notice of an intention right to appoint an administrative receiver; has a liquidator, receiver, administrator or administrative receiver appointed over the assets or claim damages 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 breach of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); agreement which existed at or before the other party ceases, or threatens to cease, carrying on its businessdate of termination. 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 Any provision of the Catapult; and/or agreement that expressly or by implication is intended to come into or continue in the reasonable opinion of the Catapult any event occurs which would have a materially adverse effect force on the ability of the Supplier to perform the Services. CONSEQUENCES OF TERMINATION or after termination shall remain in full force and effect. 13.4 On expiry or termination of this Agreement: the Supplier agreement for any reason: (a) all licences granted under this agreement shall immediately cease all further performance of terminate and the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier Customer shall immediately cease all use of the Intellectual Property Rights relating Subscribed 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 Services and other party; (c) Davies Technology Solutions may destroy or otherwise dispose of any of the Deliverables Customer Data in any way; its possession, unless Davies Technology Solutions receives, no later than ten days after the Supplier shall promptly provide effective date of the termination of this agreement, a written request for the delivery to the Catapult all Deliverables developed or created prior Customer of the then most recent back-up of the Customer Data. Davies Technology Solutions shall use reasonable commercial endeavours to deliver the back-up to the date 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 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 due at the date of such termination (including termination). The Customer shall pay 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 expenses incurred by the Supplier ▇▇▇▇▇▇ Technology Solutions 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 returning or disposing of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effectCustomer Data.

Term and Termination. 12.1 This Agreement shall come into force commence on the Commencement Effective Date and shall continue in full force and effect, unless terminated (subject to earlier in accordance with termination pursuant to this Clause 12) terminate automatically renew twelve (12) months after the provisions of this Agreement, until Completion, when this Agreement shall automatically expire Effective Date (the “Initial Term”). Either party may ) unless StatusCake selects in writing at least one (1) month prior to the end of the Initial Term to terminate this Agreement. 12.2 The Parties shall each have the right to terminate this Agreement forthwith by giving written notice having immediate effect if any of the following events occurs: 12.2.1 the Recruitment Business is in breach of Clause 8 of this Agreement (in which case only StatusCake shall have the right to terminate); 12.2.2 the other party written is in material breach of any of its obligations hereunder, including but without limitation the SLA, and in the case of a remediable breach fails to remedy within fifteen (15) days of receipt of a notice requiring that the breach be remedied; 12.2.3 any resolution is passed or order made for the winding-up or administration of immediate termination if the other party otherwise than for the purposes of a reconstruction or amalgamation; 12.2.4 a receiver is appointed over any of the assets of the other party or any arrangement or composition is made with the receiver appointed over any of the assets of the other party or any arrangement or composition is made with the creditors of the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach within thirty (30) days of being given written notice specifying or 12.2.5 the breach and requiring its remedy; becomes insolvent or suspends, other party ceases or threatens to suspend, cease to carry on business or suspends payment of all or substantially all of its debts or is unable to pay its debts as they fall due within due. 12.3 The parties shall each have the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 right to terminate this Agreement at any time and for any reason without cause by giving no the other not less than thirty (30) days’ written notice notice. 12.4 StatusCake may, at its sole discretion, terminate the supply of a Temporary Worker immediately if, in its sole opinion, he/she proves 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 unsatisfactory to perform the Services. CONSEQUENCES OF TERMINATION On expiry or termination role. 12.5 Termination of this Agreement: the Supplier shall immediately cease all further performance of the Services Agreement pursuant to this Agreement and Clause 12 shall not thereafter hold itself out as continuing to supply the Services be without prejudice to the Catapult; the Supplier shall immediately cease all use rights of the Intellectual Property Rights relating to the Services and the Deliverables either party arising in respect of 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination breach of this Agreement for at any reason, shall not affect the accrued rights or remedies of either party existing as at the date of such expiry or time prior to 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 (inclusive) shall continue in full force and effect.

Term and Termination. 12.1. This Agreement shall come into force commence on the Actual Live Date or the Commencement Date and shall continue in full force and effectcontinue, unless terminated earlier in accordance with these terms, for the provisions of this Agreement, until Completion, when this Agreement shall automatically expire Initial Term and any Renewal Term (the “Term”). Where any additional Services have been agreed via the Change Control process then such new Services will commence on the date that the additional Order Form is signed and will run in conjunction with the Term as applicable. 12.2. A party may terminate the Agreement by giving the other party three (3) months’ written notice stating its wish to terminate Term. 12.3. Either party may terminate this Agreement forthwith immediately by giving written notice to the other party written notice of immediate termination if the other party: (i) commits a any material breach of this Agreement and (if the breach can be remedied) it fails to remedy the breach within 30 days of such breach is not capable of remedynotice; or (ii) commits a material breach of this Agreement which is not capable of remedy and fails being remedied. 12.4. Without limitation, any failure by the Customer to remedy that pay the Fees when required will be a material breach within thirty (30) days of being given written notice specifying this Agreement. 12.5. Failure to supply the AML information required by PAYPLUS to carry out the necessary checks, will result in a material breach and requiring its remedy; becomes insolvent or suspendsof this Agreement 12.6. Either party may terminate this Agreement immediately if the other party ceases carrying on business in the normal course, or threatens to suspend, payment calls a meeting of its debts creditors or makes a proposal for a voluntary arrangement within the meaning of Part 1 of the Insolvency Act 1986 or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes if a proposal trustee, receiver, administrative receiver or other similar officer is appointed or a meeting is convened for or enters into any compromise or arrangement with the purpose of considering a resolution for its creditors winding up (other than for the purpose of a bona fide scheme for a of solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution is passedreconstruction), or order made, for or in connection with it is the winding up subject of that party; has an application made to courtadministration order, or is subject to any equivalent process or proceedings in any jurisdiction anywhere in the world. 12.7. Except where PAYPLUS has terminated this agreement under clauses 12.2 to 12.4, PAYPLUS shall provide the Customer, in an order madePAYPLUS standard format, for such assistance as the appointment Customer may reasonably require, to facilitate the orderly transfer of an administratorservices similar to the Services to the Customer or to another supplier. 12.8. On Termination, or has notice given of intention to appoint an administratorPAYPLUS will either (a) if so, requested by the Customer return in PAYPLUS standard format the Customer Data in its possession in respect of that party or any part the period of its business or assets; gives, or 3 years before Termination at no charge (subject to payment of all Fees current at 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 date of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusiverequest); or (b) if not so requested by the other party ceasesCustomer within 30 days from Termination, or threatens destroy any Customer Data in its possession. 12.9. If the Customer requires any services from PAYPLUS after the date of Termination, PAYPLUS may at its discretion agree to cease, carrying provide such services on its business. The Catapult shall also be entitled to terminate this Agreement at any a time and materials basis. 12.10. In the event of early Termination by the Customer, except under clause 12.6 or 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 PAYPLUS’s material breach of this Agreement, whether or not it remedies those breaches; PAYPLUS will charge the provisions Customer a Termination Fee for each payroll terminated. The Termination Fee will be calculated by multiplying the number of Clause 15.2 apply; the Supplier challenges the validity of any registrations of any Intellectual Property Rights of the Catapult; and/or months left in the reasonable opinion of Initial Term or Renewal Term (as applicable) by 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 last Recurring Monthly Fee charged to the Catapult as a Pass-Through Cost, that Customer. Termination Fees 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effectpayable on demand.

Term and Termination. 14.1 This Agreement and any Appendix shall come into force on be effective when (i) signed by an Authorized Representative of ▇▇▇▇▇▇▇▇ and accepted by the Commencement Date Bank, and (ii) Customer delivers to the Bank all documents and information, including any Setup Form(s) and electronic data reasonably required by the Bank prior to commencing to provide the Service(s). The Bank will determine the adequacy of such documentation and information in its sole discretion and may refuse to provide any Services to Customer until adequate documentation and information are provided. 14.2 This Agreement and/or any Appendix shall continue in full force and effecteffect until terminated by either party with ten (10) Calendar Days' prior written notice to the other, unless terminated earlier provided that Customer may terminate this Agreement or any Appendix immediately upon its receipt of notice from the Bank of a change in or amendment of the provisions of this Agreement, the Services or any Appendix that is not acceptable to Customer, in accordance with Section 20 of this Agreement. Either party may terminate an Appendix in accordance with the provisions of this Agreement, until Completion, when Section without terminating either this Agreement shall automatically expire (the “Term”)or any other Appendix. Either party may terminate this Agreement forthwith by giving the other party written notice of immediate Upon termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of Appendix, Customer shall, at its creditors with a view expense, return to rescheduling any of its debtsthe Bank, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for in the purpose of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filedsame condition as when delivered to Customer, notice is givennormal wear and tear expected, resolution is passed, or order made, for or all property belonging to the Bank and all proprietary material delivered to Customer in connection with the winding up terminated Service(s). 14.3 If an Appendix is terminated in accordance with this Agreement, Customer must contact the Bank as set forth in Section 26 of that party; has an application made to court, or an order made, this Agreement for instructions regarding the appointment cancellation of an administrator, or has notice given of intention to appoint an administrator, in respect of that party or any 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 businessall future-dated payments and transfers. The Catapult shall also Bank may continue to make payments and transfers and to perform other Services that Customer has previously authorized or may subsequently authorize; however, the Bank is not under any obligation to do so. The Bank will not be entitled liable if it chooses to make any payment or transfer or to perform any other Services that Customer has previously authorized or subsequently authorizes after an Appendix had terminated. 14.4 Notwithstanding the foregoing, the Bank may, without prior notice, terminate this Agreement at and/or terminate or suspend any time and for Service(s) provided to Customer pursuant hereto (i) if Customer or the Bank closes any reason by giving no less than thirty Account established in connection with the Services; (30ii) days’ written notice if the Bank determines that Customer has failed to maintain a financial condition deemed reasonably satisfactory to the Supplier. The Catapult shall also be entitled Bank to terminate this Agreement by giving written notice of immediate termination minimize any credit or other risks to the SupplierBank in providing Services to Customer, if: including but not limited to the commencement of a voluntary or involuntary proceeding under the United States Bankruptcy Code or other statute or regulation relating to bankruptcy or relief of debtors; (iii) in the event of a material breach, default in the performance or observance of any 12 term, or material breach of any representation, covenant or warranty by Customer; (twelveiv) month period during in the Termevent of default by Customer in the payment of any sum owed by Customer to the Bank hereunder or under any note or other agreement; (v) if there has been a seizure, attachment or garnishment of Customer's Account(s), assets or properties; (vi) if the Supplier commits two Bank believes immediate action is necessary for the security of the Bank or Customer funds; (2vii) in the event of termination of a third party contract by Customer or the Bank which is necessary for the performance of one or more breaches Services; or (viii) if the Bank reasonably believes that the continued provision 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 Service(s) 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination terms of this Agreement for or any reasonAppendix would violate federal, state or local laws or regulations or would subject the Bank to unacceptable risk of loss. In the event of any termination hereunder, all Service Fees due to the Bank under this Agreement as of the time of termination shall not affect the accrued rights or remedies of either party existing as at the date of such expiry or terminationbecome immediately due and payable. Notwithstanding expiry or termination of any termination, this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) Agreement shall continue remain in full force and effecteffect with respect to all transactions initiated prior to such termination.

Term and Termination. 14.1 This Agreement agreement shall come into force commence on the Commencement Date and shall continue in full force and effect, unless Effective Date. Unless terminated earlier in accordance with this clause 14, this agreement shall continue in force for the provisions of this Agreement, until Completion, when this Agreement Initial Term and shall automatically expire extend for successive 12- month periods (Extended Term) at the “end of the Initial Term and at the end of each Extended Term”). Either A party may give written notice to the other party, not later than 90 days before the end of the Initial Term (termination occurring at the end of the Initial Term) or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be. 14.2 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, the Customer may terminate this agreement on giving not less than 90 days' written notice to the Supplier, provided that on any such termination it shall, without prejudice to any accrued rights or obligations as at that time, be obliged to pay termination compensation to the Supplier up to and including the end of the Initial Term or the relevant Extended Term, as applicable. 14.3 Without prejudice to any other right or remedy available to it, either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified to make such payment; (b) the other party commits a material breach of any term of this Agreement agreement and (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 30 days after being notified in writing to do so; (30c) days the other party breaches any of being given written notice specifying the breach and requiring its remedy; becomes insolvent or terms of clause 12; (d) the other party suspends, or threatens to suspend, payment of its debts 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; 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 purpose of a scheme for a solvent amalgamation or 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 ▇▇▇ ▇▇▇▇; (e) an application is made to court, or an order is made, for the appointment of an administrator, or has a notice given of intention to appoint an administrator, in respect of that party or any part of its business or assets; givesadministrator is given, or the holder of a qualifying floating charge an administrator is appointed, over the assets of that other party. 14.4 The party gives, notice of an intention to appoint an administrative receiver; has not affected by 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 continuing Force Majeure Event may terminate this Agreement at any time agreement in accordance with clause 15.1. 14.5 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this agreement shall remain in full force and effect. 14.6 Expiry or termination of this agreement for any reason by giving no less than thirty (30) days’ written notice to shall not affect the Supplier. The Catapult shall also be entitled to terminate this Agreement by giving written notice of immediate termination to the Supplieraccrued rights, if: in any 12 (twelve) month period during the Termremedies, the Supplier commits two (2) obligations 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 liabilities 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 parties existing at expiry or termination. 14.7 On expiry or termination of this Agreement: agreement for any reason: (a) the Supplier shall immediately cease all further performance provision 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 Managed Services and the Deliverables in any wayMaintenance Services (if applicable); the Supplier shall promptly provide and (b) all Fees due and outstanding up to the Catapult all Deliverables developed or created prior to and including the date of termination shall become immediately payable. 14.8 If a party is required by any law, regulation, or government or regulatory body (whether Regulatory Requirement) to retain any documents or not complete); materials, it shall notify the Supplier shall return to the Catapultother party in writing of such retention, promptly and in accordance with the Catapult’s instructions, all Confidential Information giving details of the Catapult and all In-put Material in the Supplier’s possession documents or control as at the date of such termination (including all copies of the same), and shall certify in writing to the Catapult materials that it has done so; the Supplier must retain. Clause 12 shall deliver continue 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 apply to any third party such retained documents and materials for as the Catapult reasonably requests or requires long as any such requirement continues in force, subject 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 any disclosure mandated by the 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effectRegulatory Requirement.

Term and Termination. 14.1 This Agreement shall come into force on become effective as of the Commencement Effective Date and shall continue remain in full force with respect to each Product for a period of [***] ([***]) years on the Effective Date. Unless terminated by either party by written notice to the other at least ninety (90) days before the end of the initial term, this Agreement shall be automatically extended for consecutive period of two (2) years subject to ninety (90) days written notice of termination, to be effective on the then scheduled date of termination. 14.2 Either of the parties hereto shall have the right without prejudice to any rights exercisable, damages accrued or claims for damage or other relief, to terminate this Agreement forthwith for cause by written notice to the other party in case any of the following events occur to the other party: 14.2.1 if a party becomes insolvent, is adjudged bankrupt, applies for judicial or extra judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in subject of liquidation or dissolution or involuntary bankruptcy proceedings or otherwise discontinues business: 14.2.2 if either of the parties breaches any of the material terms or conditions of this Agreement and effectthe defaulting party shall fail to fully cure such breach within a reasonable period of time, unless terminated earlier and in any event within sixty (60) days, of receipt of written notice from the party asserting the breach; 14.3 Teva shall be entitled to terminate this Agreement by sending fourteen days notice to Galena if Galena shall come under the direct or indirect or de facto direction or control of any individual, firm or company which does not control it on the Effective Date and by virtue of such change of control Galena and/or its successor becomes a direct competitor of Teva and/or it raises a legal or other conflict of interest for Teva, as it shall may reasonably assert.Upon termination of this Agreement Galena shall allow Teva to sell its remaining stock of the Product in accordance with the provisions of this Agreement, until Completion, when this Agreement . 14.4 Galena shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith by giving the other party written notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 sending fourteen days notice of immediate termination to Teva if Teva shall come under the Supplier, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) direct or more breaches of this Agreement, whether indirect or not it remedies those breaches; the provisions of Clause 15.2 apply; the Supplier challenges the validity de facto direction or control of any registrations of any Intellectual Property Rights of the Catapult; and/or in the reasonable opinion of the Catapult any event occurs individual, firm or company which would have a materially adverse effect does not control it on the ability Effective Date and by virtue of the Supplier to perform the Services. CONSEQUENCES OF TERMINATION On expiry such change of control Teva and/or its successor becomes a direct competitor of Galena and/or it raises a legal or other conflict of interest for Galena, as it shall may reasonably assert.Upon termination of this Agreement: the Supplier Agreement Galena shall immediately cease all further performance allow Teva to sell its remaining stock 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 Product 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 provisions of this Agreement. 14.5 In the event of a termination pursuant to clause 14.2 during the first four years of the Agremeent, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) Galena shall continue in full force and effect.reimburse Teva with any amount paid by Teva under Appendix A.

Term and Termination. This 15.1 The Agreement shall come into force commence on the Commencement Effective Date and and, unless otherwise terminated, shall continue for the Initial Period and, thereafter, the Agreement shall be automatically renewed for successive Renewal Periods, unless: a) either party notifies the other party of termination, in full force and effectwriting, unless at least sixty (60) days (or as provided in the Order Form) before the end of the Initial Period or any Renewal Period, in which case the Agreement shall terminate on the last day of such Period; or b) otherwise terminated earlier in accordance with the provisions of this the Agreement. 15.2 Without affecting any other right or remedy available to it, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this the Agreement forthwith with immediate effect by giving written notice to the other party written notice of immediate termination if if: a) the other party: party fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than fifteen (15) days after being notified in writing to make such payment; b) the other party commits a material breach of this any other term of the Agreement and which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of twenty-one (3021) days after being notified in writing to do so; c) Customer’s use of being given written notice specifying the breach and requiring its remedy; becomes insolvent Products or suspendsthe Hosting Subscription Services (i) poses a security risk to the Hosting Subscription Services or any third- party, (ii) may adversely impact the Products, the Hosting Subscription Services, systems or threatens the data of any other Ibexa’s customer, (iii) may be fraudulent or (iv) expose Ibexa to suspend, material liability; d) the other party repeatedly breaches any of the terms of the Agreement; e) the other party suspends payment of its debts or is unable to pay its debts as they fall due within or admits inability to pay its debts or is deemed unable to pay its debts; f) the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or reconstruction of that party; has creditors; g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with regarding the winding up of that other party; has an application made to court, or ; h) an order made, is made for the appointment of an administratoradministrator or an administrator is appointed, or has notice given of intention to appoint an administrator, in respect of that party or any part of its business or assets; gives, or over the holder of other party; i) a qualifying floating charge receiver is appointed 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 other party’s business or assets; any event occurs, or proceeding is taken, with respect to ; j) the other party in any jurisdiction to which it is subject that has an effect equivalent suspends 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 suspend or cease, carrying on all or a substantial part of its business. The Catapult shall also be entitled to terminate this Agreement at ; or k) ▇▇▇▇▇’s relationship with 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 Inthird-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 party vendor 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 Supplier provides material technology Ibexa utilizes in providing such assistance. If the Catapult Hosting Subscription Service 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 Ibexa cannot secure comparable services at a third party in connection with the provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effectcomparable cost.

Term and Termination. 13.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this 13, commence on the Commencement 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 effectwriting, unless at least 30 days before the end of the Initial Subscription Term or 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 earlier in 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, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: 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 agreement and (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 14 days after being notified in writing to do so; (30c) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or 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 solvent reconstruction of that other party; has ; (e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (f) 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; has ; (g) an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that over the other party (being a company, partnership or any part of its business or assets; gives, or limited liability partnership); (h) the holder of a qualifying floating charge over the assets of that other party gives, notice of an intention (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; has ; (i) a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.party;

Term and Termination. (a) The initial term of this Agreement shall begin on the [***] and end on the [***] of the [***]. This Agreement shall come into force on the Commencement Date and shall continue in full force and effectautomatically renew for [***] provided, unless terminated earlier in accordance with the provisions of this Agreementhowever, until Completion, when this Agreement shall automatically expire (the “Term”). Either that either party may terminate this Agreement forthwith by giving delivering to the other party written notice of immediate termination at [***] to the end of the then current term. This Agreement may also be terminated (i) by Wachovia upon [***] if [***] in the [***] of any [***], (ii) by either party if the other party: commits party breaches a material breach of obligation under this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and other party fails to remedy that breach substantially cure such default within thirty [***] of the [***] or, for [***] of [***] to [***], (30iii) days of being given written notice specifying by either party if the breach and requiring its remedy; other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 an assignment for the purpose benefit of a scheme for a solvent amalgamation creditors, voluntary or reconstruction of that party; has a petition filed, notice is given, resolution is passed, proceedings are instituted under any bankruptcy 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 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 insolvency law against the other party or a receiver or custodian is appointed for the other party, or (iv) by Client for [***]. Notwithstanding anything in this Agreement to the contrary, Wachovia shall be permitted to immediately suspend the provision of any jurisdiction to which it is subject that has an effect equivalent portion or similar to any all of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); the other party ceasesServices, 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 if Wachovia 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 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 whichdetermines that: (i) have been incurred by Client or one of Client’s customers is using the Supplier prior to the date of terminationServices for an illegal purpose; and/or 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 Client. (b) Upon termination, Wachovia shall continue to provide services at the Supplier has committed to pay to levels stated herein through the notice period. The Parties shall joint develop a third party in connection with the provision commercially reasonable exit plan for an orderly transition of the Services under to a binding agreement entered into prior new provider, Wachovia shall provide commercially reasonable assistance and cooperation in order to avoid any interruption in services during the transition to a new provider. Upon the termination of Services each party will certify to the date other that all systems used to provide and monitor the Services are disconnected. In addition Wachovia shall certify that it has returned any Client data in its possession that Wachovia is capable of returning. (c) Once the notice of termination having been given (provided period has expired, Wachovia will make available to the Client all Client data for [***] of [***] that is maintained in the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights or remedies of either party existing as Wachovia image archive at the date time of such expiry or termination. Notwithstanding expiry or termination of All Client data will be purged automatically as it expires. The Client will be required to continue to pay the monthly maintenance fee to access the Client data as described in this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectsection.

Term and Termination. This Agreement 9.1 Each of the Services shall come into force on the Commencement Date continue for their respective Service Term and shall continue in full force and effect, unless terminated earlier in accordance with not be prejudiced by the provisions termination of this AgreementMaster Service Agreement for convenience pursuant to clause 9.2. In the event of termination of this Master Service Agreement pursuant to clause 9.3, until Completion, when this Agreement all Services shall automatically expire (terminate as at the “Term”). date of termination unless otherwise agreed by the parties. 9.2 Either party may terminate this Agreement forthwith Master Service Agreement, subject to the continuation of any Order Forms already in effect as at the date of termination, by giving no less than three (3) months’ prior written notice to the other. 9.3 Netitude Withhold the right to terminate any agreement within which the other party is deemed by Netitude to be acting in an unprofessional nature, or one where it is deemed by Netitude to be unsafe or untenable to continue the agreement. If such situation was to arise, the other party would still be liable to all remaining payments on the term of agreement 9.4 Without affecting any other right or remedy available to it, either party may terminate this Master Service Agreement with immediate effect by giving written notice of immediate termination if to the other party: party if: (a) the other party commits a material breach of any other term of this Master Service Agreement and which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 30 days after being notified in writing to do so; (30b) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or 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; commences negotiations with all or ▇▇▇ ▇▇▇▇; (c) the other party makes 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 voluntary arrangement with its creditors other than 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 has a winding‐up order made against it or shall go into liquidation (except for the purpose purposes of a scheme for a solvent amalgamation or reconstruction of and in such manner that party; has a petition filed, notice is given, resolution is passed, the resulting company effectively agrees to be bound by or order made, for or in connection with assume the winding up of that party; has an application made to court, or an order made, for obligations imposed on the appointment of an administrator, or has notice given of intention to appoint an administrator, in respect of that party or any 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; predecessor company under this Master Service Agreement); (d) 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 (inclusiveclause 9.3(b) or clause 9.3(c); or (e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effect.

Term and Termination. 13.1 This Agreement shall come into force commence on the Service Commencement Date and shall continue in full force and effect, unless until terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party clause 13. 13.2 ACCOUNTIS EUROPE LTD may terminate this Agreement forthwith by giving the other party on written notice of immediate termination to the Customer: (a) if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and Customer fails to remedy that breach pay any sum due hereunder within thirty (30) days of being given written notice specifying the due date; (b) if the Customer commits a breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of any term of this Agreement; (c) if the Customer shall convene a meeting of its debts creditors or is if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the Customer shall be unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with 1986 or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any class part of its creditors with the business or assets of the other or if a view to rescheduling any petition is presented or a meeting is convened for the purpose of its debts, considering a resolution or makes a proposal other steps are taken for the winding up of the other or enters into any compromise or arrangement with its creditors other for the making of an administration order (otherwise than for the purpose of a scheme for a solvent an amalgamation or reconstruction reconstruction). 13.3 At the end of that party; has a petition filedthe Term, notice is given, resolution is passed, or order made, for or in connection with the winding up this Agreement will automatically terminate. 13.4 Any termination of that party; has an application made this Agreement pursuant 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 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 this clause 13 shall be without prejudice to any of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); the other rights or remedies a party ceases, or threatens to cease, carrying on its business. The Catapult shall also may be entitled to terminate this Agreement hereunder or 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 law and shall not thereafter hold itself out as continuing affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended 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 come into or continue in any way; the Supplier shall promptly provide to the Catapult all Deliverables developed force on 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 after 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or . 13.5 On termination of this Agreement for any reason, : (a) Each Party shall not affect immediately pay to the accrued rights or remedies of either party existing as at the date of such expiry or termination. Notwithstanding expiry or termination of other all amounts due under this Agreement, ; (b) ACCOUNTIS EUROPE LTD shall have no continuing obligation to provide the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effect.Services; and

Term and Termination. 2.1. This Agreement shall come enter into force on the Commencement Date and shall continue in full force unless and effect, unless until terminated earlier in accordance either by agreement with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire ComReg or by either Party giving not less than three (the “Term”)3) months written notice. 2.2. Either party may terminate this Agreement forthwith by giving the other party Party may, upon written notice of immediate termination to the other, terminate the Agreement in the following circumstances: (a) forthwith upon notice in writing, if the other party: commits a material breach Party becomes unable to pay its debts or has an examiner or receiver appointed over the whole or any part of this Agreement and such breach is not capable its assets or goes into liquidation (whether compulsory or voluntary) otherwise than for the purposes of remedy; commits a material breach amalgamation or reconstruction or shall make any agreement with its creditors or have any form of this Agreement which is capable execution or distress levied upon its assets or cease to carry on business; (b) the expiry of remedy and fails to remedy that breach within thirty (30) days from the date of being given a written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach and requiring its is remedied (if capable of remedy; becomes insolvent or suspends), or threatens to suspend, payment provided that the breach is not remedied during such period; (c) the expiry of its debts or is unable to pay its debts as they fall due within either Party’s authorisation under the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with Authorisation Scheme. 2.3. If either Party delays in acting upon 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 purpose of a scheme for a solvent amalgamation or 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 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 breach of this Agreement, whether or that delay will 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 be regarded as a waiver of the Catapult; and/or in the reasonable opinion breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach. 2.4. Notwithstanding any other provision of the Catapult any event occurs which would have Agreement, if Operator fails to pay 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 net balance due in accordance with the Catapult’s instructions, all Confidential Information terms and conditions of the Catapult Agreement, Voxbone reserves the right forthwith upon notice in writing (such notice to be no less than fourteen (14) days advance notice) to: (a) restrict or suspend the Service and Voxbone shall be released from its obligation under this Agreement until any balance due is paid; and/or (b) handle only calls that are billed to its own Customers, retain all In-put Material in the Supplier’s possession or control as at the date of such termination (including all copies of the same)revenue, and shall certify in writing to the Catapult that it continue such practice until payment of any outstanding balance due has done sobeen paid by Operator; 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 and/or (or part of themc) 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 Supplier in providing such assistance. If the Catapult terminates terminate this Agreement in accordance with Clause 19.3, without liability or right to compensation for the Catapult shall reimburse to Operator. 2.5. Upon 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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, Voxbone shall refund to the provisions Operator a fair and equitable proportion of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 those sums paid to Voxbone under this Agreement which are periodic in nature and 20 have been paid for a period extending beyond the date of termination in order to 31 (inclusive) shall continue in full force and effectbalance any overpayment.

Term and Termination. This Agreement shall come into force on the Commencement Date and shall continue in full force and effect, unless a. Unless sooner terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall remain in effect for an initial term of forty (40) years after the ---------------------------------------------------------------------------- Mutual Health Systems, Inc. - Support Services Agreement 15 Effective Date. Following the initial term, this agreement shall be automatically expire renewed for successive ten (10) year renewal terms unless more than 180 days prior to the “Term”). Either end of the initial term or any renewal term either party may terminate this Agreement forthwith by giving the other party written gives notice of immediate termination if termination. b. This Agreement may be terminated by any of the other party: commits following: i. In the event of a material breach of this Agreement and by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach cured within thirty (30) days after service of being given the Default Notice, this Agreement shall immediately terminate at the election of the non-defaulting party upon the giving of a written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 termination to the other defaulting 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 later than thirty (30) days’ days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. ii. MHS may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. iii. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on 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: party involved in such proceedings. c. Upon 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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, it is understood and agreed that the provisions right of Clauses 1Group to occupy the Clinics and to use and possession of the furniture, 8fixtures, 10furnishings, 11equipment and leasehold improvements shall terminate, 12and Group shall immediately vacate and surrender possession to MHS of the Clinics, 13furniture, 14fixtures, 15furnishings, 17equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall ---------------------------------------------------------------------------- Mutual Health Systems, 18 Inc. - Support Services Agreement 16 not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and 20 remain to 31 (inclusive) shall continue in full force and effectbe performed upon the date of termination.

Term and Termination. 13.1. This Agreement shall come into force shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Effective Date and shall continue for the Term as specified in full force and effectthe applicable Order Form and, unless thereafter, this Agreement shall be automatically renewed for successive periods of twelve (12) months (each a “Renewal Period”), unless: (a) either party notifies the other party of termination, in writing, at least ninety (90) days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or (b) otherwise terminated earlier in accordance with the provisions of this Agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the 13.2. Without affecting any other right or remedy available to it, until Completion, when Fuse may suspend this Agreement (in whole or in part) and any Customers’ account or Users’ right to access and use the Platform with immediate effect by giving written notice, if the Customer: (a) fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; (b) is in material or persistent breach of any terms of the Agreement, or in Fuse’s reasonable determination the Customer is suspected of being in material breach of the terms of this Agreement; or (c) is in breach of applicable laws; and for the purposes of clause 13.3(b) the parties acknowledge, without limitation, that any breach of clause 9 will be a material breach of this Agreement. The parties agree that any suspension under this clause 13.3 shall automatically expire (continue until Causaly notifies the “Term”)Client in writing that the relevant suspension has been unsuspended, or, alternatively, that the Agreement shall be terminated in accordance with its terms. 13.3. Either Without affecting any other right or remedy available to it, either party may terminate this Agreement forthwith with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party commits a material breach or persistent breach of any of the terms of this Agreement and that breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within a period of thirty (30) days of after being given written notice specifying notified in writing to do so; (b) the breach other party fails to pay any amount due under the Agreement on the due date for payment and requiring its remedy; becomes insolvent or remains in default not less than thirty (30) days after being notified in writing to make such payment; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within or admits inability to pay its debts or is deemed unable to pay its debts upon the meaning institution of section 123 of insolvency proceedings; (d) the Insolvency Act 1986; 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 solvent reconstruction of that other party; has ; (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 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; has ; (f) an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any 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 receiverother party; 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 or (g) the other party in any jurisdiction to which it is subject that has an effect equivalent suspends 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 suspend or cease, carrying on all or a substantial part of its business. 13.4. 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 Agreement for any reason: (a) all licences granted under this Agreement shall immediately cease all further performance of the Services pursuant to this Agreement terminate and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier Customer shall immediately cease all use of the Intellectual Property Rights relating Services; (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 Services and other party; (c) Fuse may destroy or otherwise dispose of any of Customer Data in its possession in accordance with the Deliverables in any way; DPA, unless Fuse receives, no later than ten (10) days after the Supplier shall promptly provide to the Catapult all Deliverables developed or created prior to the effective date of the termination of this Agreement, a written request for the delivery to Customer of the then most recent back-up of Customer Data. Fuse shall use reasonable commercial endeavours to deliver the back-up to Customer within thirty (30) days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from 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 due at the date of such termination termination). Customer shall pay all reasonable expenses incurred by Fuse in returning or disposing of Customer Data; and (including all copies d) any rights, remedies, obligations, or liabilities of the same), and shall certify in writing to the Catapult parties 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 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 accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to Agreement which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 4.1 This Agreement shall come into force will become effective on the Commencement Date and shall continue remain in full force unless and effect, unless until terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). . 4.2 Either party may terminate this Agreement forthwith by giving the other party three months’ written notice that it intends to do so. Such termination will be become effective upon the completion of immediate this notice period. 4.3 Upon termination, neither party will be released from any rights, obligations or liabilities which arose prior to the termination if the other party: commits a material breach of this Agreement and would survive such breach is not capable of remedy; commits 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 material breach of this Agreement which is capable of remedy and fails UK voluntary arrangement with its creditors (ii) Has an administrator appointed or becomes subject to remedy that breach within thirty an administration order (30iii) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with Has a view to rescheduling receiver appointed over any of its debts, property 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 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 courtassets, or an order madeencumbrance-related possession takes place (iv) Goes into any form of liquidation, for the appointment of an administrator, or (v) Takes or has notice given of intention is subject to appoint an administrator, in respect of that party or any 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 action similar to the other party in any jurisdiction previous four specified above at (i) 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 (inclusiveiv); the other party ceases, or threatens to cease, carrying on its business. The Catapult shall also be entitled to . 4.5 Turquoise may terminate this Agreement at any time and for any reason by giving no less than thirty (30) days’ written notice to immediately or suspend, with immediate effect, the Supplier. The Catapult shall also be entitled to terminate performance of its obligations under this Agreement by giving written notice without any liability whatsoever if: (i) The Customer fails to comply with any of immediate termination to the Supplier, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) its express 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 implied obligations under this Agreement and shall does 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 remedy 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 failure within 30 calendar days after receiving written notice requiring 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 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 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 it distributes Data is terminated. 4.6 Turquoise reserves the Supplier has committed right to pay to a third party in connection with the provision suspend or terminate receipt of the Services under a binding agreement entered into prior to the date Data by any recipient of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry any type, direct or termination of indirect, whether governed by this Agreement for or not, where Turquoise reasonably believes that Data is being used in 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 way prohibited by this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effect.

Term and Termination. 4.1 This Agreement shall come into force will become effective on the Commencement Date and shall continue remain in full force unless and effect, unless until terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). . 4.2 Either party may terminate this Agreement forthwith by giving the other party three months‟ written notice that it intends to do so. Such termination will be become effective on upon the completion of immediate this notice period. 4.3 Upon termination, neither party will be released from any rights, obligations or liabilities which arose prior to the termination if the other party: commits a material breach of this Agreement and would survive such breach is not capable of remedy; commits 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 material breach of this Agreement which is capable of remedy and fails UK voluntary arrangement with its creditors; (ii) has an administrator appointed or becomes subject to remedy that breach within thirty an administration order; (30iii) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with has a view to rescheduling receiver appointed over any of its debts, property 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 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 courtassets, or an order made, for the appointment encumbrance- related possession takes place; (iv) goes into any form of an administrator, liquidation; or (v) takes or has notice given of intention is subject to appoint an administrator, in respect of that party or any 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 action similar to the other party in any jurisdiction previous four specified above at (i) 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 (inclusiveiv); the other party ceases, or threatens to cease, carrying on its business. The Catapult shall also be entitled to . 4.5 Turquoise may terminate this Agreement at any time and for any reason by giving no less than thirty (30) days’ written notice to immediately or suspend, with immediate effect, the Supplier. The Catapult shall also be entitled to terminate performance of its obligations under this Agreement by giving written notice without any liability whatsoever if: (i) the Customer fails to comply with any of immediate termination to the Supplier, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) its express 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 implied obligations under this Agreement and shall does 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 remedy 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 failure within 30 calendar days after receiving written notice requiring 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 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 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 it distributes Data is terminated. 4.6 Turquoise reserves the Supplier has committed right to pay to a third party in connection with the provision suspend or terminate receipt of the Services under a binding agreement entered into prior to the date Data by any recipient of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry any type, direct or termination of indirect, whether governed by this Agreement for or not, where Turquoise reasonably believes that Data is being used in 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 way prohibited by this Agreement, the provisions of Clauses 1, 8, 10, 11, 12, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effect.

Term and Termination. This 12.1 The Agreement shall come into force shall, unless otherwise terminated as provided in this condition 11.1, commence on the Commencement Effective Date and shall continue until: (a) the Customer notifies ▇▇▇▇▇▇▇▇ by giving at least 60 days’ notice of termination, in full force and effectwriting, unless expiring on an anniversary of the Effective Date, in which case the Agreement shall terminate upon such anniversary; (b) ▇▇▇▇▇▇▇▇ notifies the Customer by giving 60 days’ notice of termination, in writing, in which case the Agreement shall terminate upon the expiry of the notice period; or (c) otherwise terminated earlier in accordance with the provisions of this Agreementthese terms and conditions; and the period from and including the Effective Date until termination shall constitute the Term. 12.2 Without affecting any other right or remedy available to it, until Completion, when this either party to the Agreement shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith it with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party commits a material breach of this Agreement these terms and conditions which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of twenty days after being notified in writing to do so; (30b) days 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 being given written notice specifying the breach and requiring court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its remedy; becomes insolvent 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; (c) the other party suspends, or threatens to suspend, payment or ceases or threatens to cease to carry on all or a substantial part of its debts business; (d) the other party applies to court for, or is unable to pay its debts as they fall due within the meaning of section 123 obtains, a moratorium under Part A1 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 or (e) the other party party's financial position deteriorates to such an extent that 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); terminating party's opinion the other party ceasesparty's capability to adequately fulfil its obligations under these terms and conditions has been placed in jeopardy. 12.3 Without affecting any other right or remedy available to it, or threatens to cease, carrying on its business. The Catapult shall also be entitled to ▇▇▇▇▇▇▇▇ may terminate this Agreement at any time these terms and for any reason conditions with immediate effect by giving no less than thirty (30) days’ written notice to the Supplier. The Catapult Customer if the Customer fails to pay any amount due under the 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. 12.4 On termination of the Agreement for any reason: (a) all rights granted under the Agreement shall also be entitled to terminate this Agreement by giving written notice immediately terminate; (b) each party shall return and make no further use of immediate termination any equipment, property and other items (and all copies of them) belonging to the Supplier, if: in any 12 other party; (twelvec) 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 Customer shall return to perform the Services. CONSEQUENCES OF TERMINATION On expiry or termination of this Agreement: the Supplier shall immediately cease all ▇▇▇▇▇▇▇▇ and make no 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 Documentation; and (d) any way; the Supplier shall promptly provide to the Catapult all Deliverables developed rights, remedies, obligations 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 liabilities 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 parties 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 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 accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 15.1 This Agreement shall come into force shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Start Date and shall continue through the Initial Term and thereafter, this Agreement shall be automatically renewed for successive rolling periods of the Initial Term (each a Renewal Term), unless: (a) either party notifies the other party of termination, in full force and effectwriting, unless at least 60 days before the end of the Initial Term or 60 days before the end of any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial or Renewal Term; or (b) otherwise terminated earlier in accordance with the provisions of this Agreement. 15.2 Without affecting any other rights that it may be entitled to, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith by giving without liability to the other if: (a) the other party written notice of immediate termination if the other party: commits a material breach of any of the terms of this Agreement and (if such a breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty (30) 30 days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 being notified in writing of the breach; or (b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets; givesassets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or the holder of a qualifying floating charge over the assets of that party gives, notice of becomes subject to an intention to appoint an administrative receiver; has a liquidator, receiver, administrator administration order or administrative receiver appointed over the assets or in respect of enters into any part of that party’s business or assets; any event occursvoluntary arrangement with its creditors, 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, ceases or threatens to cease, carrying cease or carry on its business. The Catapult shall also business.‌ 15.3 Without affecting any other rights that it may be entitled to, e-Track may terminate the Agreement for breach if: (a) payment of any invoiced amount (except to terminate this Agreement at any time the extent such invoice is disputed in good faith) or Fee payable is overdue and for any reason by giving no less than thirty (30) days’ following notification to the Customer, the Customer does not pay the overdue amount within seven business days of a written notice to from e-Track; (b) the Supplier. The Catapult shall also be entitled to terminate this Agreement by giving written notice of immediate termination to Customer breaches the Supplier, if: acceptable use policy 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 clause 6.‌ 15.4 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason: (a) all licences and access to the Services granted under this Agreement shall immediately terminate and the method of access supplied to the Customer will automatically expire and the Services will cease to operate immediately; and (b) e-Track may destroy or otherwise dispose of any of the Data in its possession unless e-Track receives, shall not affect no later than 10 business days after the accrued rights or remedies of either party existing as at the effective date of such expiry or termination. Notwithstanding expiry or the termination of this Agreement, a written request for the provisions delivery to the Customer of Clauses 1the then most recent back-up of the Data. This will be delivered to the Customer within 30 days of its receipt of such a written request, 8provided that the Customer has, 10at that time, 11paid 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 e-Track in returning or disposing of the Data; and (c) the accrued rights of the parties as at termination, 12or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, 13, 14, 15, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectnot be affected or prejudiced.

Term and Termination. 14.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement 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 (a) either party notifies the other party of termination, in full force and effectwriting, unless at least 90 days before the end of the Initial Subscription Term or 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 earlier in 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, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: 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 agreement which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 30 days after being notified in writing to do so; (30c) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or 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; (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 solvent reconstruction of that other party; has ; (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 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; has ; (f) an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any part of its business or assets; gives, or over the other party; (g) the holder of a qualifying floating charge over the assets of that other party gives, notice of an intention has become entitled to appoint or has appointed an administrative receiver; has ; (h) a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is appointed over the assets of the other party; (i) a creditor or in respect 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 that the other party’s business 's assets and such attachment or assets; 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 Clauses 19.2.3 clause 14.2(c) to 19.2.8 clause 14.2(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. The Catapult shall also be entitled . 14.3 Without affecting any other remedy or right available to it, the Supplier may terminate this Agreement at any time and for any reason agreement with immediate effect 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 Customer if there is a change of immediate termination to control of 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 . 14.4 On expiry or termination of this Agreement: the Supplier agreement for any reason: (a) all licences granted under this agreement shall immediately cease all further performance of terminate and the Services pursuant to this Agreement and shall not thereafter hold itself out as continuing to supply the Services to the Catapult; the Supplier Customer shall immediately cease all use of the Intellectual Property Rights relating 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 Services and the Deliverables in any way; other party; (c) the Supplier shall promptly provide may destroy, overwrite, randomise or otherwise dispose of any of the Customer Data in its possession within 30 days of termination of this agreement, 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 Catapult all Deliverables developed or created prior 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 date 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 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 due at the date of such termination (including termination). The Customer shall pay 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 expenses incurred by the Supplier in providing such assistance. If returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 16.1 This Agreement and each Scope of Works shall come into force commence on the Commencement Date and shall continue remain in full force and effect, for the Initial Term unless otherwise agreed by the Parties or earlier terminated earlier in accordance with the provisions terms of this Agreement. Thereafter, until Completion, when this Agreement and each Scope of Works shall continue to automatically expire 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”). Either party , to terminate this Agreement. 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 may terminate this Agreement forthwith with immediate effect by giving written notice to the other Party if: (a) The other party written notice of immediate termination if the other party: commits a material breach of any material term of this Agreement and (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; (b) the other Party breaches any of being given written notice specifying the breach and requiring its remedyterms of Clause 10, Clause 15 or Clause 20; becomes insolvent or or (c) the other Party suspends, or threatens to suspend, payment of its debts 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; 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 purpose of a scheme for a solvent amalgamation or 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 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 ▇▇▇ ▇▇▇▇. 16.3 Termination 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights rights, remedies, obligations or remedies liabilities of either party the Parties existing as at termination. 16.4 On termination of this Agreement 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 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 expiry or early termination. Notwithstanding expiry 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 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 may have under any other Scope of Works. 16.7 Upon termination of this AgreementAgreement or a specific Scope of Works for any reason Core will provide to the Customer and/or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, 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 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 activities upon which the 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 17, 8, 10, 11, 12, 13, 1415, 1516, 17, 18 and 20 to 31 (inclusive) shall continue in full force and effectsurvive termination of any Scope of Works or this Agreement.

Term and Termination. 12.1. This Agreement shall come into force commence on the Actual Live Date or the Commencement Date and shall continue in full force and effectcontinue, unless terminated earlier in accordance with these terms, for the provisions of this Agreement, until Completion, when this Agreement shall automatically expire Initial Term and any Renewal Term (the “Term”). Where any additional Services have been agreed via the Change Control process then such new Services will commence on the date that the additional Order Form is signed and will run in conjunction with the Term as applicable. 12.2. A party may terminate the Agreement by giving the other party three (3) months’ written notice stating its wish to terminate Term. 12.3. Either party may terminate this Agreement forthwith immediately by giving written notice to the other party written notice of immediate termination if the other party: (i) commits a any material breach of this Agreement and (if the breach can be remedied) it fails to remedy the breach within 30 days of such breach is not capable of remedynotice; or (ii) commits a material breach of this Agreement which is not capable of remedy and fails being remedied. 12.4. Without limitation, any failure by the Customer to remedy that pay the Fees when required will be a material breach within thirty (30) days of being given written notice specifying this Agreement. 12.5. Failure to supply the AML information required by PAYPLUS to carry out the necessary checks, will result in a material breach and requiring its remedy; becomes insolvent or suspendsof this Agreement 12.6. Either party may terminate this Agreement immediately if the other party ceases carrying on business in the normal course, or threatens to suspend, payment calls a meeting of its debts creditors or makes a proposal for a voluntary arrangement within the meaning of Part 1 of the Insolvency ▇▇▇ ▇▇▇▇ or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts▇▇▇ ▇▇▇▇, or makes if a proposal trustee, receiver, administrative receiver or other similar officer is appointed or a meeting is convened for or enters into any compromise or arrangement with the purpose of considering a resolution for its creditors winding up (other than for the purpose of a bona fide scheme for a of solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution is passedreconstruction), or order made, for or in connection with it is the winding up subject of that party; has an application made to courtadministration order, or is subject to any equivalent process or proceedings in any jurisdiction anywhere in the world. 12.7. Except where PAYPLUS has terminated this agreement under clauses 12.2 to 12.4, PAYPLUS shall provide the Customer, in an order madePAYPLUS standard format, for such assistance as the appointment Customer may reasonably require, to facilitate the orderly transfer of an administratorservices similar to the Services to the Customer or to another supplier. 12.8. On Termination, or has notice given of intention to appoint an administratorPAYPLUS will either (a) if so, requested by the Customer return in PAYPLUS standard format the Customer Data in its possession in respect of that party or any part the period of its business or assets; gives, or 3 years before Termination at no charge (subject to payment of all Fees current at 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 date of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusiverequest); or (b) if not so requested by the other party ceasesCustomer within 30 days from Termination, or threatens destroy any Customer Data in its possession. 12.9. If the Customer requires any services from PAYPLUS after the date of Termination, PAYPLUS may at its discretion agree to cease, carrying provide such services on its business. The Catapult shall also be entitled to terminate this Agreement at any a time and materials basis. 12.10. In the event of early Termination by the Customer, except under clause 12.6 or 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 PAYPLUS’s material breach of this Agreement, whether or not it remedies those breaches; PAYPLUS will charge the provisions Customer a Termination Fee for each payroll terminated. The Termination Fee will be calculated by multiplying the number of Clause 15.2 apply; the Supplier challenges the validity of any registrations of any Intellectual Property Rights of the Catapult; and/or months left in the reasonable opinion of Initial Term or Renewal Term (as applicable) by 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 last Recurring Monthly Fee charged to the Catapult as a Pass-Through Cost, that Customer. Termination Fees 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 (inclusive) shall continue in full force and effectpayable on demand.

Term and Termination. 22.1 This Agreement shall come into force commence on the Commencement Date and individual Orders shall continue in full force commence on the Order Commencement Date and effect, unless terminated shall subject to earlier in accordance with the provisions of termination pursuant to this Agreement, until Completion, when clause 22. 22.2 Without prejudice to any rights that have accrued under this Agreement shall automatically expire (the “Term”). Either or any of its rights or remedies, either party may at any time terminate this Agreement forthwith (or at their option an individual Order or Orders) with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: 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 any material breach of this Agreement and such breach is not capable of remedy; commits a material breach of its obligations under this Agreement which (if remediable) is capable not remedied within 30 days after the service of remedy and fails to remedy that breach within thirty (30) days of being given 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 remedyconduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; (d) the other party: (i) ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or (ii) becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or any class of its creditors with a view insolvency legislation applicable 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 purpose of a scheme for a solvent amalgamation or reconstruction of that party; has or (iii) 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 part of its business or assets; gives, or person (including the holder of a qualifying floating charge over or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party givesparty, or notice of an intention to appoint such a person is given or documents relating to such an administrative receiverappointment are filed with any court; has a liquidator, receiver, administrator or administrative receiver appointed over or (iv) the assets or in respect of any part ability of that party’s business creditors to take any action to enforce their debts is suspended, restricted or assetsprevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or (v) any event occursprocess is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or proceeding is taken, with respect to other contributors (other than for the other party in any jurisdiction to which it is subject that has an effect equivalent purposes of solvent amalgamation or similar reconstruction). 22.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, 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 Supplier may at any time terminate this Agreement (or at any time and for any reason its option an individual Order or Orders) with immediate effect by giving no less than thirty (30) days’ written notice to the Supplier. The Catapult shall also be entitled Customer if the Customer is in breach of any of its obligations under Clause 6,7 or 8 of Schedule 1, Clause 7 of Schedule 2 or otherwise infringes or threatens to terminate this Agreement by giving written notice infringe any 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 ’s Intellectual Property Rights of the Catapult; and/or in the reasonable opinion of Software Product and/or 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 Customer Solution. 22.4 Termination by either party in accordance with the Catapult’s instructions, all Confidential Information of the Catapult and all In-put Material rights contained 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, clause 22 shall not affect the accrued rights rights, remedies, obligations or remedies liabilities of either party the parties 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 (inclusive) shall continue in full force and effect.

Term and Termination. This Agreement shall come into force on the Commencement Date and shall continue in full force and effect, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party 11.1 LTT may terminate this Agreement forthwith by giving immediately on written notice if the Client fails to make any undisputed payments in full to LTT, when due under this Agreement and the Client has failed to remedy this non-payment within a period of 14 (fourteen) days. 11.2 Either Party may terminate this Agreement immediately on written notice to the other party written notice Party if: 11.2.1 an order is made or an effective resolution is passed for the administration or the winding up of immediate termination if the other party: 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 they fall due or on the appointment of any administrative or other receiver; or 11.2.4 the other Party commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach any provision of this Agreement which is capable of remedy and fails to remedy that breach not remediable or, if remediable, is not remedied within thirty (30) days of being given receiving written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens it to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 remedied. 11.3 LTT may terminate this Agreement at any time and for any reason by giving no less than thirty on twenty-eight (3028) 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 SupplierClient, if: in for 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 reason whatsoever. 11.4 Any 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 Supplier in providing such assistance. If the Catapult terminates this Agreement in accordance with this Clause 19.311 shall be without prejudice to the rights of either Party accrued prior to such termination. 11.5 Upon termination, the Catapult shall reimburse Client agrees to immediately pay to LTT any outstanding undisputed sums relating to the Supplier all Pass-Through Costs and Expenses which: (i) Ground Arrangements or otherwise incurred / owing under this Agreement that have been incurred by the Supplier prior to the effective date of termination; and/or (ii) which the Supplier has committed to pay to a third party in connection with the provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for , and 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 (inclusive) shall continue in full force and effectinterest accruing thereon.

Term and Termination. ‌ 14.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement 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 effectwriting, unless at least [60] days before the end of the Initial Subscription Term or 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 earlier in 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, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: 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 agreement which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 30 days after being notified in writing to do so; (30c) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or 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; 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 solvent reconstruction of that other party; has ; (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 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; has ; (f) an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any part of its business or assets; gives, or over the other party; (g) the holder of a qualifying floating charge over the assets of that other party gives, notice of an intention has become entitled to appoint or has appointed an administrative receiver; has ; (h) a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is appointed over the assets of the other party; (i) a creditor or in respect 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 that the other party’s business 's assets and such attachment or assets; 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 Clauses 19.2.3 clause 14.2(c) to 19.2.8 clause 14.2(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. 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 . 14.3 On expiry or termination of this Agreement: 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 the other party; (c) the Supplier shall immediately cease all further performance may destroy or otherwise dispose of any of the Services pursuant to Buyer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement and shall not thereafter hold itself out as continuing to supply agreement, a written request for the Services delivery to the Catapult; Buyer of the then most recent back-up of the Buyer Data. The Supplier shall immediately cease all use of reasonable endeavours to deliver the Intellectual Property Rights relating back-up to the Services Buyer within 30 days of its receipt of such a written request, provided that the Buyer has, at that time, paid all fees and the Deliverables in any way; the Supplier shall promptly provide to the Catapult all Deliverables developed or created prior to the date of charges outstanding at and resulting from 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 due at the date of such termination (including termination). The Buyer shall pay 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 expenses incurred by the Supplier in providing such assistance. If returning or disposing of Buyer Data; and (d) any rights, remedies, obligations or liabilities of 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) parties that have been incurred by the Supplier prior accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. This Agreement 14.1 Each Party shall come into force on be entitled to terminate this Agreement, without prejudice to any other rights to terminate this Agreement, with immediate effect by written notice to the Commencement Date and shall continue other Party in full force and effect, unless terminated earlier the event: 14.1.1 that the other Party commits a material breach or default in accordance with the provisions performance of this Agreement, until Completion, when this Agreement shall automatically expire (the “Term”). Either party may terminate this Agreement forthwith by giving the other party written notice and in case of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and , fails to remedy that breach the same within thirty (30) days after receipt of being given a written notice specifying thereof from the Party not in breach giving full particulars of the breach and requiring its remedyit to be remedied; becomes insolvent or suspendsor 14.1.2 of insolvency of, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 assignment for the purpose benefit of a scheme for a solvent amalgamation or 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 part of its business or assets; givescreditors by, or the holder initiation of a qualifying floating charge over the assets of that party givesadministration proceedings by or against, 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 Party. 14.2 Vectura shall be entitled without prejudice to any of the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); the other party ceasesrights under this Agreement, 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 upon provision of three (303) daysmonths’ written notice of such termination to Pulmatrix in writing. 14.3 In the Supplier. The Catapult event that Vectura, or any of its Affiliates make any request for, or filing or declaration of, or undertake any action involving, any interference, opposition, challenges as to ownership, assertions of invalidity or unenforceability, revocation or reexamination relating to any Pulmatrix IP before any court, agency or other tribunal, then Pulmatrix shall also be entitled have the right to immediately terminate this Agreement in its entirety by giving sending written notice of immediate such termination to the Supplier, if: in any 12 (twelve) month period during the Term, the Supplier commits two (2) Vectura. 14.4 Upon termination or more breaches expiration of this Agreement, whether Vectura shall: 14.4.1 promptly refrain from using the Physical Materials, the Pulmatrix IP, the Pulmatrix Data and the Information of Pulmatrix; 14.4.2 promptly return to Pulmatrix, at Pulmatrix’s request and expense, the Pulmatrix Data and/or all documents containing solely Information of Pulmatrix or any other items put at Vectura’s disposal by Pulmatrix under this Agreement (including, but not it remedies those breacheslimited to, any notes and summaries, print-outs or copies of information stored in electronic or computerized systems), except for one copy of each document to be retained by the Vectura in a confidential central file; 14.4.3 destroy or return to Pulmatrix, as per Pulmatrix’s request and expense, any remaining Physical Materials provided by Pulmatrix which remains in Vectura’s possession; the provisions of Clause 15.2 apply; the Supplier challenges the validity of any registrations of any Intellectual Property Rights and 14.4.4 provide a report of the Catapult; and/or in results obtained until 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 termination or expiry (except if terminated by Vectura under Clause 14.1). 14.5 Upon termination 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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 expiration of this Agreement, Pulmatrix shall: 14.5.1 promptly refrain from using the Vectura IP and/or any Device to which it may have access, and the Information of Vectura; and 14.5.2 promptly return to Vectura, at Vectura’s request and expense, all documents containing Information of Vectura or any other items put at Pulmatrix’s disposal by Vectura under this Agreement (including, but not limited to, any notes and summaries, print-outs or copies of information stored in electronic or computerized systems). 14.6 Notwithstanding the foregoing, Pulmatrix and Vectura will fulfil their respective obligations under Clause 10, including the notification of all inventions developed as a result of the work conducted by or on behalf of Vectura under this Agreement. 14.7 Termination or expiration of this Agreement shall not release either Party of any obligations in relation to this Agreement incurred prior thereto, except as specifically provided herein, nor of any other obligation which, by its terms, is understood to survive the termination or expiration of this Agreement. The provisions of Clauses 1, 87, 10, 11, 12, 13, 1414.4 to 14.7, 15, 1716, 18 and 20 to 31 (inclusive) 26 shall continue in full force and effectsurvive termination or expiration of this Agreement.

Term and Termination. This Agreement shall come into force on is effective as of the Commencement Closing Date and shall continue in full force and effecthave an initial term of five (5) years, which shall be automatically renewed for a period of other five (5) years, unless terminated earlier by either party hereto on not less than one hundred twenty (120) days’ notice if: (a) in accordance with the provisions case of NM, there is a Change of Control of NSM; (b) in the case of NSM, there is a Change of Control of NM; (c) the other party breaches this Agreement in any material respect; provided that (i) no termination pursuant to this clause (c) shall be effective unless the notice referenced above delivered by the party seeking to terminate shall set forth in reasonable detail the facts and circumstances giving rise to a right to terminate and the other party shall have failed during the one hundred twenty (120) day period to remedy such breach; (ii) if the other party shall, within the one hundred twenty (120) day period, have taken substantial steps to remedy such breach, no termination pursuant to this clause (c) shall be effective unless such breach remains unremedied one hundred eighty (180) days after the delivery of such notice, and (iii) no termination pursuant to this clause (c) shall be effective unless and until a final judgment, order or decree shall have been issued pursuant to an arbitration pursuant to Section 17 hereof declaring such termination to be valid under this clause (c); which remains unremedied; (d) a receiver is appointed by a court of competent jurisdiction for all or substantially all of the property of the other party; (e) a final order is issued by a court of competent jurisdiction to wind-up the other party; (f) 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; provided that no termination pursuant to this clause (f) shall be effective unless and until a final judgment, order or decree shall have been issued pursuant to an arbitration pursuant to Section 17 hereof declaring such termination to be valid under this clause (f); or (g) 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 by a final order of a court of competent jurisdiction, 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 in a court of competent jurisdiction and is not contested by the other party. At any time after the first anniversary of this Agreement, until Completion, when this Agreement shall automatically expire may be terminated by either party hereto on not less than three hundred and sixty-five (the “Term”). Either party may terminate this Agreement forthwith by giving the other party written 365) days’ notice of immediate termination if the other party: commits a material breach of this Agreement and such breach is not capable of remedy; commits a material breach of this Agreement which is 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 suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; commences negotiations with all or for 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 reason other than for the purpose of a scheme for a solvent amalgamation or 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 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 reasons set forth 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 Catapultpreceding paragraph; 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or in no event shall any termination of this Agreement for any reason, shall not affect by NSM pursuant to this sentence be effective prior to the accrued rights or remedies fifth (5th) anniversary of either party existing the Closing Date. Any termination pursuant to the foregoing sentence is referred to herein 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 (inclusive) shall continue in full force and effecta “For Convenience Termination”.

Term and Termination. 12.1 This Agreement shall come into force agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one month (each a Renewal Period), unless: (a) either party notifies the other party of termination, in full force and effectwriting, unless at least 30 days before the end of the Initial Subscription Term or 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 earlier in accordance with the provisions of this Agreementagreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 12.2 Without affecting any other right or remedy available to it, until Completion, when this Agreement shall automatically expire (the “Term”). Either either party may terminate this Agreement forthwith agreement with immediate effect by giving written notice to the other party written notice of immediate termination if if: (a) the other party: party commits a material breach of any other term of this Agreement and agreement which breach is irremediable or (if such breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty a period of 28 days after being notified in writing to do so; (30b) days of being given written notice specifying the breach and requiring its remedy; becomes insolvent or 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; ; (c) 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 solvent reconstruction of that other party; has ; (d) 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; has ; (e) an application is made to court, or an order is made, for the appointment of an administrator, or has if a notice given of intention to appoint an administratoradministrator is given or if an administrator is appointed, in respect of that party or any part of its business or assets; gives, or over the other party; (f) the holder of a qualifying floating charge over the assets of that other party gives, notice of an intention has become entitled to appoint or has appointed an administrative receiver; has ; (g) a liquidator, receiver, administrator person becomes entitled to appoint a receiver over the assets of the other party or administrative a receiver is appointed over the assets of the other party; (h) a creditor or in respect 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 that the other party’s business 's assets and such attachment or assets; process is not discharged within 14 days; (i) 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 clause 12.2(b) to 19.2.8 clause 12.2(h) (inclusive); or (j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of 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 . 12.3 On expiry or termination of this Agreement: the Supplier agreement for any reason: (a) all rights and licences granted under this agreement shall immediately cease terminate; (b) each party shall return and make no further use of any equipment, property, documentation and other items (and all further performance copies of them) belonging to the other party; (c) subject to Safelink’s obligations as a data processor under the Data Protection Legislation, Safelink may destroy or otherwise dispose of any of the Services pursuant to Customer Data in its possession unless Safelink receives, no later than ten days after the effective date of the termination of this Agreement and shall not thereafter hold itself out as continuing to supply agreement, a written request for the Services delivery to the Catapult; the Supplier shall immediately cease all use Customer of the Intellectual Property Rights relating then most recent back-up of the Customer Data. Safelink shall use reasonable commercial endeavours to deliver the back-up to the Services Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and the Deliverables in any way; the Supplier shall promptly provide to the Catapult all Deliverables developed or created prior to the date of charges outstanding at and resulting from 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 due at the date of such termination termination). The Customer shall pay all reasonable expenses incurred by Safelink in returning Customer Data; and (including all copies d) any rights, remedies, obligations or liabilities of the same), and shall certify in writing to the Catapult parties 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 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 accrued up to the date of termination; and/or (ii) which , including the Supplier has committed right to pay to a third party claim damages in connection with the provision respect of any breach of the Services under a binding agreement entered into prior to which existed at or before the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. 13.1 This Agreement agreement shall come into force commence on the Commencement Effective Date and shall continue for the Term defined in full force and effectthe Commercial Terms, unless otherwise terminated earlier as provided in accordance with this clause 13. After the provisions of Term, this Agreement, until Completion, when this Agreement agreement shall automatically expire (renew for 12 month periods on the “Term”). Either anniversary of the Effective Date, unless either party notifies the other, in writing, at least 60 days prior to the end of the then current term. 13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement forthwith by giving agreement without liability to the other if: (a) the other party written notice of immediate termination if the other party: commits a material breach of any of the terms of this Agreement agreement and (if such a breach is not capable of remedy; commits a material breach of this Agreement which is capable of remedy and remediable) fails to remedy that breach within thirty (30) 30 days of that party being given written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 notified in writing of the Insolvency Act 1986; commences negotiations with all breach; (b) an order is made 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 purpose of a scheme for a solvent amalgamation or reconstruction of that party; has a petition filed, notice is given, resolution is passed, or order made, passed for or in connection with the winding up of that the other party; has , or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; (c) a receiver is appointed over any of the other party's assets or undertaking,; (d) the other party makes any arrangement or composition with its creditors, or makes an application made to courta court of competent jurisdiction for the protection of its creditors in any way, or an order made, becomes bankrupt; or (e) the other party ceases to trade; 13.3 On termination of this 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 Confidential Information belonging to the appointment other party; (c) the Supplier may delete or otherwise dispose of an administrator, or any of the Customer Data in its possession unless the Customer requests and agrees to pay for ongoing access to the Customer Databases and has notice given paid all fees and charges outstanding at termination. (d) the accrued rights of intention to appoint an administrator, in respect of that party or any part of its business or assets; givesthe parties as at termination, 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 continuation after termination of any part of that party’s business provision expressly stated to survive 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 implicitly surviving 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such sums payable). Expiry or termination of this Agreement for any reason, shall not affect the accrued rights be affected 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 (inclusive) shall continue in full force and effectprejudiced.

Term and Termination. A. This Agreement shall come into force on commence upon the Commencement Date Effective date set forth above and shall continue in full force and effectuntil for a twelve-month period unless earlier terminated as provided herein, unless terminated earlier in accordance with the provisions of this Agreement, until Completion, when this This Agreement shall automatically expire (the “Term”). renew for subsequent 12-month periods unless 60-day written notice of intended termination is received from either party, B. Either party may terminate this Agreement forthwith if mutually agreed upon for any reason whatsoever, or by giving the other party written notice of immediate termination if to the other party: commits , if the party breaches a material breach provision of this Agreement and such the breach is has not capable of remedy; commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach been cured within thirty ten (3010) days of being given receipt of notice of such breach. This Agreement may also be terminated by either party by written notice specifying the breach and requiring its remedy; becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; 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 purpose of a scheme for a solvent amalgamation or 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 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 the event that either party becomes or is subject that has an effect equivalent declared bankrupt or similar to any in the event of insolvency or the events mentioned in Clauses 19.2.3 to 19.2.8 (inclusive); appointment of a receiver by a court of competent jurisdiction, assignment for the other party ceasesbenefit of creditors, or threatens to cease, carrying on its business. The Catapult shall also be entitled to terminate this Agreement at levy of execution directly involving either party. C. Upon 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 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 provision of the Services under a binding agreement entered into prior to the date of notice of termination having been given (provided that the Supplier uses reasonable efforts to minimise such 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, ATMG & ALI shall cease any solicitation of THI members, except that ATMG & ALI may continue to sell those products and services to members to whom ATMG & ALI is selling such products or services at the provisions time of Clauses 1termination of this Agreement. Upon completion of the services being provided, 8ATMG & ALI will have no further relationship or contact with such THI members, 10and that any solicitation by a third party offering ATMG & ALI's services beyond the termination date, 11will not be a target marketing program specific to THI members. The solicitation by any third party offering ATMG & ALI's services shall not be considered a breach of this provision nor win the incidental solicitation of individual members of THI. D. Upon any termination of this Agreement, 12each party shall return to the other party all copies of the other party's confidential information and erase the other party's confidential information from its databases except such information as is necessary to continue to service those members to whom ATMG & ALI is permitted to continue limited sales pursuant to paragraph C. of this Section V, 13, 14, 15, 17, 18 and 20 or such information as agreed to 31 (inclusive) shall continue in full force and effectby both parties.