Common use of Term and Termination Clause in Contracts

Term and Termination. The term of this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The term (a) This Agreement shall commence immediately upon the Distribution Date and shall terminate upon the earlier to occur of: (i) the last date on which SpinCo is obligated to provide any Service to a Recipient (including for the purposes of this Agreement shall be for five sub-section, the services described in Section 2.06) in accordance with the terms hereof; and (5ii) years (the “Initial Term”) and, provided that at the end mutual written agreement of the Initial TermParties to terminate this Agreement in its entirety. (b) Without prejudice to any Recipient’s rights with respect to a Force Majeure Event, and later RemainCo may terminate this Agreement with respect to any Service, in whole (by Service line item) but not in part: (i) for any reason or no reason upon providing at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on days’ prior written notice to SpinCo of such termination (or such greater or smaller number of days as is provided in the other Party Schedules) (it being understood that an early termination may result in Termination Charges being payable by RemainCo under this Agreement), or (ii) if SpinCo has failed to terminate perform any of its material obligations under this Agreement if: (i) the other Party fails with respect to pay an amount to the other when due hereunder such Service, and such breach is not cured within thirty failure shall continue to exist fifteen (3015) days after receipt by SpinCo of written notice of such breach is given to it by the other Party;failure from RemainCo. (iic) the other Party files SpinCo may terminate this Agreement with respect to one or more Services, in whole (by Service line item) but not in part, at any time if a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails Recipient has failed to perform any of the other its material obligations set forth in under this Agreement relating to such Service, and such default: (i) in the case of a default which is remediable continues failure shall continue to exist for a period of thirty (30) days after receipt by RemainCo of a written notice of such failure has been given by the non-defaulting Party; from SpinCo. (d) Both Parties may terminate this Agreement with respect to one or more Services (i) immediately upon mutual written agreement or (ii) immediately upon written notice to the other Party in the event that such other Party: (1) commences, or has commenced against it, proceedings under bankruptcy, insolvency or debtor’s relief Laws or similar Laws in any other jurisdiction; (2) makes a general assignment for the benefit of its creditors; or (3) ceases operations or is liquidated or dissolved. (e) Upon termination of this Agreement with respect to one or more Services, the relevant Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service is a day other than the last day of a Service Period, any periodic Service Charge associated with such Service shall be pro-rated appropriately. (f) RemainCo may from time to time request in writing a reduction or increase in part of the scope of any Service (it being understood that a reduction may result in Termination Charges being payable by RemainCo under this Agreement). If requested to do so by RemainCo, SpinCo agrees to discuss in good faith the potential reduction or increase in scope and any applicable reductions or increases to the Service Charges in light of all relevant factors including the costs and benefits to SpinCo of any such reductions or increases and (in the case of a non-remediable defaultreductions in scope) any applicable Termination Charges. With respect to any Services that SpinCo has agreed to reduce or increase, immediately the relevant Schedule shall be updated to reflect any such agreed upon notice. Upon reduction or increase in the termination Service in the level of service provided and the corresponding Service Charges shall be either reduced or expiry increased, as applicable, to the extent the incremental cost to SpinCo of this Agreementproviding such Services is reduced or increased, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or controlas applicable, if anyprovided, and for clarity, any such increase in a Service Charge shall deliver not be based on any increased incremental costs to SpinCo already embodied in a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor Termination Charge paid or payable by RemainCo hereunder. Nothing in this section 11 shall limit either Party’s rights For the avoidance of doubt, SpinCo is not obligated to reduce or remedies available at law, in equity increase the scope of any Services or otherwiserelevant Service Charges.

Term and Termination. The 7.1. Subject to the termination rights set out below, the initial term of this Agreement shall be for five begin on the Effective Date and, subject to any termination rights, shall extend until the expiry of three (53) years from the Provisioning Configuration Date relating to the Customer Websites, App, Contact Centre listed in Schedule B (the “"Initial Term”) and"). Thereafter, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive subsequent one (1) year terms of five (5) years (each a “"Renewal Terms”) Term"), unless terminated by Licensee in writing either Party gives written notice of its intent not to renew no less than thirty sixty (3060) days prior to the expiration end of the Initial Term or any subsequent Renewal Term. The Initial Term (and any subsequent Renewal Terms shall be referred to as the “Term”). 7.2. Either Party shall have the right on may terminate this Agreement by giving no less than 2 months’ prior written notice to the other Party, such notice to expire on the first anniversary of the Effective Date. 7.3. Either Party to ("non-defaulting party") may terminate this Agreement if: (iwithout prejudice to its other rights and remedies) with immediate effect by written notice to the other Party fails to pay an amount to ("defaulting party"): 7.3.1. if the other when due hereunder and defaulting party commits a material breach of this Agreement and, if the breach is capable of remedy, such breach is not cured within thirty (30) days after of a written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by from the non-defaulting Partyparty specifying the breach and requiring it to be remedied; 7.3.2. the defaulting party becomes insolvent (including being unable to pay its debts as they fall due and/or that the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities), proposes an individual, company or partnership voluntary arrangement, whether with all of its creditors or any class of them, has a receiver, administrator or manager appointed over the whole or any part of its busi- ness or assets; if any application for administration shall be filed, order shall be made or resolution passed for its winding up (ii) in except for the case purpose of a non-remediable defaultbona fide amalgamation or reconstruction), immediately upon noticebankruptcy or dissolution (including the appointment of provisional liq- uidators/interim receivers or special managers); if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium; or 7.3.3. the defaulting party suffers or there occurs in relation to that party, any event which is analogous to any of the events referred to in clause 7.3.2 in any part of the world. 7.4. The obligations of the Parties under this Agreement by their very nature shall continue beyond the expiration, termination or cancellation of this Agreement (including, without limitation, claus- es 4, 5, this clause 7.4, 8, 9 and 10) shall survive any such expiration, termination or cancellation. Upon the expiration or termination or expiry of this Agreement, pursuant except as expressly set out herein, all licences granted under this Agreement shall terminate and Customer shall remove the Nuggets Marks and the links to its terms:the Nuggets Services from the Customer Website(s), App, Contact Cen- tre. 7.5. Promptly following termination (and in any event, no more than one (1) business day), Customer will: (a) Licensee shall immediately deliver to Licensor any cease using and destroy all copies of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Nuggets Container in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; con- trol; (b) Licensee shall refrain from further use of such return (or at Nuggets’ written instruction, destroy) all Nuggets Confidential Information, including all Nuggets Documentation in Customer’s possession and/or control; and and (c) Licensee shall forthwith pay all sums owing remove the links to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at lawthe Nuggets Services from the Customer Websites, in equity or otherwiseApp, Contact Centre.

Term and Termination. The 16.1 This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the date stated on the Order Form and shall continue for the initial term of and, thereafter, this Agreement agreement shall be automatically renewed for five successive periods of 12 months (5each a Renewal Period), unless: (a) years (either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 90 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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 “Term”). Either Party shall have the provisions of this agreement. 16.2 Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) the other Party party fails to pay an 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 and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) any event occurs, or proceeding is taken, with respect to the other when due hereunder and such breach party in any jurisdiction to which it is not cured within thirty (30) days after written notice of such breach is given subject that has an effect equivalent or similar to it by the other Partyparty being deemed bankrupt or insolvent; (iid) the other Party files a voluntaryparty suspends or ceases, or consents threatens to an involuntarysuspend or cease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of its business; (e) the other Party’s assets and such order, judgment or decree continues 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 effect for a period of thirty (30) consecutive daysjeopardy; or (ivf) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 16.3 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 equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the other Party fails to perform Supplier may destroy or otherwise dispose of any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Customer Data in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Informationpossession; and c(d) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. (a) The term effective period of this Agreement shall be for five (5) years (the “Initial "Term”") and, provided that at shall begin on the end of the Initial Term, Separation Date and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew continue thereafter for successive terms a period of five (5) years or until earlier termination in accordance with clause (each b) or (c) of this Section 4. Any Release issued by a “Renewal Terms”Supplied Party before the effective date of termination and in accordance with Section 6(a) unless terminated hereof shall be fulfilled by Licensee in writing not less than thirty the Supplying Party. (30b) days Either party may terminate this Agreement prior to the expiration of date five (5) years following the Initial Term Separation Date without prejudice to any rights or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice liabilities accruing up to the other Party to terminate this Agreement ifdate of termination: (i) in the event of a material breach by the other Party fails to pay an amount to party of any of the terms and conditions of this Agreement, by giving the other when due hereunder and such breach is not cured within thirty (30) days after written party notice of such breach, and provided that such breach is given to it by the other Party;shall not have been cured within sixty (60) days following such notice; and (ii) immediately, by written notice thereof, if any of the following events or an event analogous thereto occurs: a. an adjudication has been made that the other Party files a voluntary, party is bankrupt or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days)insolvent; (iii) there is an orderb. the other party has filed bankruptcy proceedings or has had such proceedings filed against it, judgment or decree by a court of competent jurisdiction, upon the application except as part of a creditor, approving bona fide scheme for reorganization; c. a petition seeking reorganization or appointing a receiver, trustee or liquidator of receiver has been appointed for all or a substantial part substantially all of the property of the other Party’s assets and such order, judgment party; d. the other party has assigned or decree continues in effect attempted to assign this Agreement for a period the benefit of thirty (30) consecutive daysits creditors; or (iv) e. the other Party fails party has begun any proceeding for the liquidation or winding up of its business affairs. (c) Termination under this Section 4 shall be in addition to perform and not a substitute for other rights or causes of action of the terminating party. (d) Termination of this Agreement shall not in any way operate so as to impair or destroy any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available of either party, either at lawlaw or in equity, in equity or otherwisenor shall it relieve the parties of their obligations pursuant to Sections 2(k) (l) and (m), 7, 8, 11, 12, 14,15 and 16 hereof.

Term and Termination. The term (a) This Agreement shall commence immediately upon the Distribution Date and shall terminate upon the earlier to occur of: (i) the last date on which SpinCo is obligated to provide any Service to a Recipient (including for the purposes of this Agreement shall be for five sub-section, the services described in Section 2.06) in accordance with the terms hereof; and (5ii) years (the “Initial Term”) and, provided that at the end mutual written agreement of the Initial TermParties to terminate this Agreement in its entirety. (b) Without prejudice to any Recipient’s rights with respect to a Force Majeure Event, and later RemainCo may terminate this Agreement with respect to any Service, in whole (by Service line item) but not in part: (i) for any reason or no reason upon providing at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on days’ prior written notice to SpinCo of such termination (or such greater or smaller number of days as is provided in the other Party Schedules) (it being understood that an early termination may result in Termination Charges being payable by RemainCo under this Agreement), or (ii) if SpinCo has failed to terminate perform any of its material obligations under this Agreement if: (i) the other Party fails with respect to pay an amount to the other when due hereunder such Service, and such breach is not cured within thirty failure shall continue to exist fifteen (3015) days after receipt by SpinCo of written notice of such breach is given to it by the other Party;failure from RemainCo. (iic) the other Party files SpinCo may terminate this Agreement with respect to one or more Services, in whole (by Service line item) but not in part, at any time if a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails Recipient has failed to perform any of the other its material obligations set forth in under this Agreement relating to such Service, and such default: (i) in the case of a default which is remediable continues failure shall continue to exist for a period of thirty (30) days after receipt by RemainCo of a written notice of such failure has been given by the non-defaulting Party; from SpinCo. (d) Both Parties may terminate this Agreement with respect to one or more Services (i) immediately upon mutual written agreement or (ii) immediately upon written notice to the other Party in the event that such other Party: (1) commences, or has commenced against it, proceedings under bankruptcy, insolvency or debtor’s relief Laws or similar Laws in any other jurisdiction; (2) makes a general assignment for the benefit of its creditors; or (3) ceases operations or is liquidated or dissolved. (e) Upon termination of this Agreement with respect to one or more Services, the relevant Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service is a day other than the last day of a Service Period, any periodic Service Charge associated with such Service shall be pro-rated appropriately. (f) RemainCo may from time-to-time request in writing a reduction or increase in part of the scope of any Service (it being understood that a reduction may result in Termination Charges being payable by RemainCo under this Agreement). If requested to do so by RemainCo, SpinCo agrees to discuss in good faith the potential reduction or increase in scope and any applicable reductions or increases to the Service Charges in light of all relevant factors including the costs and benefits to SpinCo of any such reductions or increases and (in the case of a non-remediable defaultreductions in scope) any applicable Termination Charges. With respect to any Services that SpinCo has agreed to reduce or increase, immediately the relevant Schedule shall be updated to reflect any such agreed upon notice. Upon reduction or increase in the termination Service in the level of service provided and the corresponding Service Charges shall be either reduced or expiry increased, as applicable, to the extent the incremental cost to SpinCo of this Agreementproviding such Services is reduced or increased, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or controlas applicable, if anyprovided, and for clarity, any such increase in a Service Charge shall deliver not be based on any increased incremental costs to SpinCo already embodied in a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor Termination Charge paid or payable by RemainCo hereunder. Nothing in this section 11 shall limit either Party’s rights For the avoidance of doubt, SpinCo is not obligated to reduce or remedies available at law, in equity increase the scope of any Services or otherwiserelevant Service Charges.

Term and Termination. 11.1 The term of this Agreement shall be for five (5) years (commence on the “Initial Term”) and, provided that at Effective Date and shall continue until terminated in accordance with the end provisions of the Initial TermAgreement. 11.2 Either Party can terminate the Agreement, and later at in whole or (if relating to a divisible part of the end Solution or other Services) in part, by the provision of each Renewal Term three (as defined in this section3) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days month’s written notice prior to the expiration expiry of the Initial Term then-current and relevant Subscription Term, such termination taking effect at the expiry of the then-current and relevant Subscription Term. If there is more than one Order Form or SOW in force at the relevant time, termination of one Order Form or SOW shall not act to terminate the whole Agreement or any Renewal Term (other Order Form(s) and/or SOW(s), unless such other Order Form(s) and/or SOW(s) are dependent on the “Term”). Services being provided under the Order Form or SOW that is the original subject of termination. 11.3 Either Party shall have can terminate the right on prior Agreement immediately with written notice to the other Party to terminate this Agreement if: : (ia) the other Party commits a material breach and, if remediable, fails to pay an amount to remedy it within 30 days of receiving written notice; (b) the other when due hereunder Party cannot pay its debts or acknowledges it cannot pay them or is otherwise deemed insolvent; (c) the other Party starts negotiations with creditors to reschedule debts, except for a solvent restructuring; (d) the other Party seeks or receives debt moratorium or becomes subject to insolvency proceedings; (e) legal action is taken for the winding up or dissolution of the other Party, except for solvent restructuring; (f) an administrator or receiver is appointed over the other Party's assets; (g) any similar event or proceedings occur affecting the other Party in any jurisdiction. 11.4 On termination of the Agreement for any reason: (a) all rights and such breach is not cured within thirty licences granted under the Agreement shall immediately terminate; (30b) days after written notice each Party shall return and make no further use of such breach is given any equipment, property and other items (and all copies of them) belonging to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The term of 12.1 This agreement shall, unless otherwise terminated as provided in this Agreement clause 12, commence on the Commencement Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for five (5) years (successive Renewal Periods, unless: 12.1.1 either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 14 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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 12.1.2 otherwise terminated in accordance with the “provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the "Term”). Either Party shall have the ". 12.2 Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (i) 12.2.1 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; 12.2.2 the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 12.2.3 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 ▇▇▇ ▇▇▇▇; 12.2.4 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; 12.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency ▇▇▇ ▇▇▇▇; 12.2.6 a petition is filed, a notice is given, a resolution is passed, or an amount 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; 12.2.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); 12.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; 12.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 12.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 12.2.11 any event occurs, or proceeding is taken, with respect to the other when due hereunder and such breach party in any jurisdiction to which it is not cured within thirty subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2.3 to clause 12.2.10 (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) daysinclusive); (iii) there is an order12.2.12 the other party suspends or ceases, judgment or decree by a court of competent jurisdictionthreatens to suspend or cease, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysits business; or (iv) 12.2.13 the other Party fails party's financial position deteriorates so far as to perform any reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or 12.2.14 there is a change of control of the other material obligations set forth party (within the meaning of section 1124 of the Corporation Tax Act 2010). 12.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days force on or after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreementagreement shall remain in full force and effect. 12.4 Termination or expiry of this agreement shall not affect any rights, pursuant remedies, obligations or liabilities of the parties that have accrued up to its termsthe date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 12.5 On termination for any reason: a) Licensee 12.5.1 all rights granted to the Customer under this licence shall cease; 12.5.2 the Customer shall cease all activities authorised by this licence; 12.5.3 the Customer shall immediately deliver pay to Licensor the Supplier any sums due to the Supplier under this licence; and 12.5.4 the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) Software then in its possession possession, custody or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; control and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity the case of destruction, certify to the Supplier that it has done so. 12.6 Any provision of this agreement which expressly or otherwiseby implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect].

Term and Termination. The term This Side Letter shall be effective upon the execution of this Side Letter by the parties hereto. This Side Letter shall automatically terminate upon the earlier to occur of (a) such date and time as the Merger Agreement shall be for five have been validly terminated in accordance with Article VIII thereof and (5b) years the written agreement of Parent, the Company and Certares (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “TermExpiration Date”). Either Party Effective upon such termination and without any action of any party hereto, this Side Letter shall have forthwith become null and void and of no further effect and the right on prior written notice to obligations and waivers of the other Party to terminate parties under this Agreement if: Side Letter shall terminate, without any further liability or obligation of any party; provided, however, that (i) the other Party fails nothing contained in this Side Letter (including this sentence) will relieve any party from liability for any breach of any of its waivers, covenants or agreements set forth herein prior to pay an amount to the other when due hereunder such termination and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) notwithstanding anything to the contrary contained herein, the releases contained in Sections 1 and 2 as they relate to the Waiver Period will survive the termination of this Side Letter and will continue in full force and effect. Certares acknowledges and agrees, on its own behalf and each other Party files a voluntaryCertares Releasing Party, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon that the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations waivers set forth in this Agreement Sections 1(i) and such default: 2(i) shall automatically become unconditional and irrevocable in all respects at the Effective Time (iif it occurs) in the case of a default which is remediable continues for a period of thirty (30) days after written notice and that as of such failure time (if it occurs) Certares, on its own behalf and each other Certares Releasing Party, hereby unconditionally and irrevocably waives any rights it has been given by or may have during the non-defaulting Party; Waiver Period to rescind, annul, cancel, modify, amend or (ii) in otherwise change the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use terms of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisewaivers.

Term and Termination. The term of 12.1 This Agreement commences on the Effective Date and continues until it has been terminated or expires as provided in this clause 12. 12.2 Except as otherwise specified in the Quotation(s) or Tender Document(s), this Agreement shall be for five (5) years (the “Initial Term”) and, provided that will automatically expire at the end of the Initial applicable Term. Notwithstanding expiry of this Agreement, the licence for Users and Administrators to use the version of the Lt LabStation Application, Content and Documentation that was in their possession at the time of expiration (in accordance with this Agreement) shall survive (unless the Service Provider has made the Lt LabStation Solution available to you or the Customer on a Trial, in which case clause 3.7 shall apply). The Customer acknowledges that following such expiry the Customer will no longer receive updates or Support for the Lt LabStation Application, Content and/or Documentation. 12.3 Notwithstanding any other provision of this Agreement, and later at without limiting any other rights that the end of each Renewal Term (as defined in parties may have, either party may immediately terminate this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) 12.3.1 the other Party party commits a material breach of its obligations under this Agreement and fails to pay an amount remedy such breach (if capable of remedy) within 14 days of having received written notice of breach; or 12.3.2 the other party enters into administration (whether out of court or otherwise), receivership, liquidation, a formal arrangement with its creditors or any analogous proceedings or procedure, or is otherwise insolvent or ceases or threatens to cease to trade. 12.4 On termination of this Agreement for any reason: 12.4.1 all licences granted under this Agreement shall immediately terminate (unless this Agreement has expired in accordance with clause 12.2 in which case the licence for Users and Administrators to use the Lt LabStation Application, Content and Documentation (in accordance with this Agreement) shall survive); 12.4.2 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 when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Informationparty; and c) Licensee 12.4.3 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. The 9.1 Unless earlier terminated as provided in this Agreement, the initial term of this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end commence as of the Initial TermEffective Date and conclude on December 31, and later at the end of each Renewal Term (as defined in 2005. Thereafter, this section) Licensee has paid all Royalties owing hereunder, the Agreement shall will automatically renew for successive terms of five three (53) year periods. Notwithstanding the foregoing, this Agreement may be terminated at any time by BMS on three (3) years written notice to NA or by NA on six (each a “Renewal Terms”6) unless terminated by Licensee in writing not less than thirty (30) days prior months written notice to BMS. 9.2 Upon the expiration happening of any of the Initial Term or any Renewal Term (the “Term”). Either Party following .events, either party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after upon written notice of such termination to the other party: (a) Any material breach is given to it by the other Party; (ii) the other Party files a voluntaryparty of this Agreement, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other which material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable breach continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Partyparty shall have given notice thereof to the defaulting party, or (b) The other party becomes insolvent, is adjudicated as bankrupt or otherwise seeks or receives protection under the bankruptcy laws of the United States, has a receiver or trustee appointed for all or part of its assets and business, executes and delivers an assignment for the benefit of its creditors or is liquidated, dissolved or wound-up or (c) The continuance of an event of force majeure for a period of more than sixty (60) days. 9.3 The objective of this Agreement is to realize in an economical and reasonable way the interests and requirements of both parties. If at any time during the term of this Ageement, this objective is no longer met due to: · (a) regulatory changes(s), or economic circumstances, which could not have been foreseen at the time of execution of this Agreement causing undue and prolonged hardship; or (b) any substantial increase in Seller’s direct or indirect cost relating to Uranium targets or radioactive waste disposal; (iic) changes in the case selling price effected by the entrance into the market of sellers capable of meeting the volume commitments contemplated under this Agreement; then the parties shall negotiate in good faith in an effort to modify this Agreement in accordance with any of the matters described above and such negotiations shall commence within **** (****) days of one party’s written notice to the other of (a) and/or (b) above. During any negotiation period, the pricing increments defined in Exhibit C will continue in effect. In the event the parties are unable to agree upon a non-remediable defaultsatisfactory modification of this Agreement within **** (****) days of commencement of negotiations (“negotiation period”), immediately upon notice. Upon the termination or party requesting the modification may terminate this Agreement within **** (****) days following expiry of the negotiation period by providing **** (****) days written notice to the other party. 9.4 The warranties and indemnities contained in this Agreement shall survive any expiration or termination hereof, as shall the confidentiality obligations of the parties pursuant to Article 8 hereof. Otherwise, upon expiration or termination of this Agreement as provided in this Article 9, except as expressly provided herein, the parties shall have no further liabilities, duties or obligations under this Agreement, pursuant except for any liabilities, duties or obligations which may have arisen prior to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession such expiration or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisetermination.

Term and Termination. The term of this (a) This Agreement shall be effective as from the Effective Date. It shall remain in force for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at Term as from the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunderEffective Date. Thereafter, the Agreement shall automatically renew be renewed for successive terms of five (5) years (each a “Renewal Terms”) Additional Term(s), unless terminated by Licensee either of the Parties by giving notice in writing not less than text to the other Party at least thirty (30) days prior to the expiration expiry of the Initial Term or any Renewal Term or, as the case may be, the then current Additional Term. (b) At the “Term”). Either Party shall have the right on prior written notice execution, Licensor may, in its own discretion, offer to the other Party Licensee to terminate enter into this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period free trial term of thirty (30) days from the Effective Date (the Trial Term), in which case Licensee as well as Licensor may terminate the Agreement at any time during the Trial Term with immediate effect and the Agreement will, unless terminated in accord- ance with the foregoing in this Article 10(b), be continued as set forth in Article 10(a). (c) During the Initial Term and, as the case may be, any Additional Term, the Agreement may be terminated at any time with immediate effect by giving notice in text to the other Party (i) by either Party if the other Party is in material breach of the Agreement and such breach, if curable, remains uncured for more than fifteen (15) days after written notice of such failure has been given by the non-defaulting Partyterminating Party re- questing the other Party in writing to cure the breach; or (ii) in by either Party if the case other Party becomes or is declared insolvent, enters into liquidation or into any debt restructuring or similar proceedings; (iii) by Licensor if Licensee fails to pay any Initial Fee or any Recurring Fee that is outstanding for more than thirty (30) calendar days and not paid within fifteen business (15) days from the receipt of a non-remediable default, immediately upon notice. reminder from Licensor requesting the payment of the outstanding fees; and (iv) by Licensor if Licensee delivers a Notice of Objection as set forth in Article 11. (d) Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor cease all use of Licensed Materials and destroy all copies of Licensed Materials (excluding any of Licensor’s Confidential Information provided hereunder (including the Technology and DocumentationBackground Materials included in Results) then in its Licensee's possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same;. b(e) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing Except as otherwise expressly provided in this section 11 Agreement, Articles 1 (Definitions), 3.2 (Re- strictions and Limitations), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (No War- ranty, Exclusion and Limitation of Liability), 10(d) and (e) (Effects of Termination), 12 (Gen- eral Provisions) and 13 (Governing Law and Place of Jurisdiction) shall limit either Party’s rights or remedies available at law, in equity or otherwisesurvive termination of this Agreement. The termination of this Agreement shall not affect the obligations of the Parties accrued during the Term.

Term and Termination. The term of ‌ 12.1 This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for five successive periods of 12 months (5each a Renewal Period), unless: (a) years (either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 60 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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”). Either Party shall have the . 12.2 Without affecting any other right on prior or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) 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 which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; (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; (f) a petition is filed, a notice is given, a resolution is passed, or an amount 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; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the other when due hereunder and such breach party in any jurisdiction to which it is not cured within thirty subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(d) to clause 12.2(j) (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) daysinclusive); (iiil) there is an orderthe other party suspends or ceases, judgment or decree by a court of competent jurisdictionthreatens to suspend or cease, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysits business; or (ivm) the other Party fails to perform any there is a change of control of the other material obligations set forth party; or (n) any warranty given by Ramboll in clause 10.1 of this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; found to be untrue or (ii) in the case of a non-remediable default, immediately upon notice. Upon the misleading. 12.3 On termination or expiry of this Agreement, pursuant to its termsAgreement for any reason: (a) Licensee all licences granted under this Agreement shall immediately deliver to Licensor any terminate and the Customer shall immediately cease all use of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession Software or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of sameServices; (b) Licensee each party shall refrain from return and make no further use of such Confidential Information; andany equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall forthwith pay not be affected or prejudiced. 12.4 Ramboll may suspend the Customer’s access to, or use of, the Software if Ramboll reasonably believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Software or any content, data, or applications in the Software; or (b) the Customer is accessing or using the Software to commit an illegal act. When reasonably practicable and lawfully permitted, Ramboll will provide the Customer with advance notice of any such suspension. Ramboll will use reasonable efforts to re-establish the Software access promptly after Ramboll determines that the issue causing the suspension has been resolved. During any suspension period, Ramboll may, but is not obligated to, make Customer Data (as it existed on the suspension date) available to the Customer, unless otherwise prohibited by law. Any suspension under this clause shall not excuse the Customer from the Customer’s obligation to make payments under this Agreement. The Customer may terminate the Software and be refunded all sums owing to Licensor hereunder. Nothing unused and prepaid fees in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisethe event the suspension extends for more than twenty (20) Business Days.

Term and Termination. 10.1 The term of this Agreement shall be will start on the Effective Date, continue for five the Initial Subscription Term and will automatically renew for successive Renewal Terms, unless otherwise terminated as provided for herein. 10.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement: (5i) years (by giving at least 30 days’ written notice to the “Initial Term”) andother party, provided that effective at the end of the Initial Term, and later Subscription Term or at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term Term, as applicable; or (the “Term”). Either Party shall have the right on prior ii) with immediate effect by giving written notice to the other Party to terminate this Agreement if: (i) party if the other Party party: (a) fails to pay an any amount to due under the other when Agreement on the due hereunder date for payment and such breach is not cured within thirty (30) remains in default more than 30 days after written notice of being notified in writing to make such breach is given to it by the other Partypayment; (iib) commits a material breach of the other Party files Agreement and fails to remedy that breach within 30 days after being notified in writing to do so (unless such breach cannot be remedied, in which case, termination will be immediately effective); (c) is unable to pay its debts as they become due, makes a voluntarygeneral assignment for the benefit of creditors, or consents to an involuntarymakes a petition under applicable bankruptcy law, or a petition in bankruptcy or insolvency or petitions for reorganization under any applicable bankruptcy law is filed against that party, and that party has not secured a dismissal of that petition within 60 days after the petition was filed; (and such is not dismissed within ten d) undergoes a winding-up or dissolution (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon otherwise than for the application purpose of a creditor, approving a petition seeking reorganization merger or appointing a receiver, trustee reorganization); or liquidator (e) is the subject of all any events or a substantial part circumstances analogous to the foregoing. 10.3 On termination of the other Party’s assets and such order, judgment or decree continues in effect Agreement for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such defaultreason: (i) all licenses granted under the Agreement will immediately terminate (except those that are specifically stated in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the this agreement to survive termination or expiry of this AgreementAgreement or designated as perpetual); (ii) except as expressly permitted herein, pursuant each party will return and make no further use of any software, equipment, property, and other items (and all copies of them) belonging to its terms: athe other party; (iii) Licensee Tessian shall immediately deliver no longer provide Services to Licensor any Customer; and (iv) Tessian will within 30 days of Licensor’s Confidential Information provided hereunder (including termination destroy as soon as reasonably practicable all copies of the Technology and Documentation) then Customer Data in its possession or controlcontrol except to the extent strictly necessary to comply with legal or regulatory obligations or as expressly permitted herein. 10.4 Those provisions, if anywhich by their nature survive termination, and shall deliver a certificate will continue after termination or expiration of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunderAgreement. Nothing in this section 11 shall limit either Party’s rights or remedies available at lawThose provisions include, in equity or otherwise.but are not necessarily limited to: Sections 2.1, 2.2, 3.3, 4.1-4.3, 5, 6, 7.5, 9,

Term and Termination. 13.1 The term of this Agreement shall be for five (5) years (will commence on the “Initial Term”) and, provided that at date the end signature page is executed by both parties and remain in force until terminated in accordance with the provisions of this Agreement. 13.2 The term of any Supply Agreement will commence on the Initial Term, Commencement Date and later at will either expire or terminate in accordance with the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing that Supply Agreement or this Agreement. 13.3 If there are no outstanding Supply Agreements and no Orders under negotiation, then the Vendor may give not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written 30 days’ notice to the other Party in writing to terminate this Agreement. 13.4 The Vendor may give not less than 30 days’ notice in writing to terminate this Agreement. On termination of this Agreement, the Vendor may, in its sole discretion, terminate any Supply Agreements that have not yet been fulfilled, and the Purchase will not be entitled to a refund of any deposit. 13.5 Either party may terminate this Agreement ifor any Supply Agreement immediately on written notice, if the other party: (a) ceases operations; or (b) goes into liquidation or has a receiver or statutory manager appointed of any of its assets, becomes insolvent or makes any arrangement with creditors. 13.6 Either party (referred to as the First Party in this clause 13.6) may terminate this Agreement immediately on written notice, if the other party commits a material breach of this Agreement and: (a) that material breach cannot be rectified; or (b) the material breach can be rectified but the party in breach has not rectified it to the First Party’s satisfaction (acting reasonably) within 30 days of receiving notice from the First Party requiring the breach to be rectified. 13.7 Either party (referred to as the First Party in this clause 13.7) may terminate a Supply Agreement immediately on written notice, if the: (a) other party commits a material breach of that Supply Agreement and: (i) the other Party fails to pay an amount to the other when due hereunder and such that material breach is cannot cured within thirty (30) days after written notice of such breach is given to it by the other Party;be rectified; or (ii) the other Party files a voluntary, or consents material breach can be rectified but the party in breach has not rectified it to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other First Party’s assets and such order, judgment or decree continues in effect for a period satisfaction (acting reasonably) within 30 days of thirty (30) consecutive daysreceiving notice from the First Party requiring the breach to be rectified; or (ivb) First Party has terminated another Supply Agreement and termination of that Supply Agreement has a material adverse effect on the other Party fails Supply Agreement under consideration. 13.8 Subject to perform clause 13.4, termination of: (a) any one or more Supply Agreements will not affect the validity or enforceability of the other material obligations set forth in any remaining Supply Agreements or this Agreement; (b) this Agreement and such default: (i) in will not affect the case validity or enforceability of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by any remaining Supply Agreements, but no further Supply Agreements will be entered into between the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseparties.

Term and Termination. The term of 14.1 This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Agreement clause 14, shall be continue in force for five (5) years (the “Initial Term”) and, provided that at . 14.2 At the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall will automatically renew for successive terms periods of five (5) years twelve months (each a an “Renewal TermsExtended Term”) unless and until: (a) it is terminated by Licensee in writing either party giving written notice to the other not less than thirty (30) 90 days prior to the expiration end of the Initial Term or any Renewal the Extended Term, to terminate this Agreement, such termination to be effective from the last day of the Initial Term or of the applicable Extended Term (as the “Term”case may be). Either Party shall ; or (b) it is otherwise terminated in accordance with the provisions of this clause 14. 14.3 Without prejudice to any rights that either party may have the right on prior accrued under this Agreement or any of their respective remedies, obligations or liabilities, either party may terminate this Agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) the other Party fails to pay an amount to the other when due hereunder and such party commits a material breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court term of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; (b) the other party becomes subject to an Insolvency Event; (c) 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 an Insolvency Event; 14.4 Without affecting any other right or remedy available to it, Nettitude may terminate this Agreement and any of the services provided under Schedule 1 or 2 immediately on written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing by Nettitude to make such payment; Nettitude may terminate this Agreement with immediate effect if the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisebusiness.

Term and Termination. The term of 14.1 This agreement shall, unless otherwise terminated as provided in this Agreement clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for five successive periods of 12 months (5each a Renewal Period), unless: (i) years (either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 90 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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 (ii) 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”). Either Party shall have the . 14.2 Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (i) the other Party party fails to pay an any amount to due under this agreement on the other when due hereunder date for payment and such breach is remains in default not cured within thirty (30) less than 30 days after written notice of being notified in writing to make such breach is given to it by the other Partypayment; (ii) the other Party files party commits a voluntary, or consents material breach of any other term of this agreement and (if such breach is remediable) fails to an involuntary, petition remedy that breach within a period of 30 days after being notified in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days)writing to do so; (iii) there the other party suspends, or threatens to suspend, payment of its debts or is an orderunable 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 (IA 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 IA 1986; (iv) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, judgment or decree by makes a court of competent jurisdiction, upon proposal for or enters into any compromise or arrangement with its creditors other than for the application sole purpose of a creditorscheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (v) the other party applies to court for, approving or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (vi) a petition seeking reorganization is filed, a notice is given, a resolution is passed, or appointing 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; (vii) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); (viii) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; (ix) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (x) a creditor or encumbrancer of the other party attaches or takes possession of, trustee or liquidator a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (xi) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive); (xii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (xiii) the other Party’s assets and such order, judgment or decree continues 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 effect for a period of thirty (30) consecutive daysjeopardy; or (ivxiv) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010). 14.3 On termination of this agreement for any reason: (i) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (ii) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (iii) the other Party fails to perform Supplier may destroy or otherwise dispose of any of the other material obligations set forth Customer Data in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given its possession. The Customer shall pay all reasonable expenses incurred by the non-defaulting Party; or (ii) Supplier in the case disposing of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential InformationCustomer Data; and c(iv) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. The 2.1 This Agreement shall be for a term of one (1) year from the date first specified above, unless terminated earlier pursuant to this Agreement or extended by a mutual written agreement executed by both Parties. Provided that for any Statement of Work executed during the one (1) year term of this Agreement, should the performance of the Services extend beyond the one (1) year term of this Agreement, then the terms of this Agreement shall be extended solely for five and until completion of the Services. 2.2 Either Party may terminate this Agreement (5or any Statement of Work) years upon fifteen (15) days’ prior written notice in the “Initial Term”event of substantial failure by the other Party to perform in accordance with the terms of this Agreement (or such Statements of Work) and, through no fault of the terminating Party; provided that at such notice shall specify in reasonable detail the end nature of such substantial failure of performance; and further provided that if during such fifteen-day period such other Party substantially remedies such performance, this Agreement (or such Statement of Work) shall not be terminated. However, the non-performing Party shall not be relieved of the Initial Term, and later at obligation to complete such performance or from liability for any damages caused to the end other Party by such failure of each Renewal Term performance. This Agreement (as defined in this sectionincluding any or all Statement of Work) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless may also be terminated by Licensee in writing not less than thirty CALPINE for its convenience without penalty or termination fee, but only upon fifteen (3015) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on days’ prior written notice to PROFESSIONAL and CALPINE shall pay PROFESSIONAL for all authorized expenses and work performed under any terminated Statement of Work through the other Party date of termination. 2.3 Upon receipt of notice of termination from CALPINE, unless otherwise permitted by the foregoing provisions or otherwise instructed within the body of such notice, PROFESSIONAL shall discontinue its Services, and as soon as reasonably possible thereafter, shall deliver to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder CALPINE all data, documents, drawings, reports, files, estimates, summaries and such breach is not cured within thirty (30) days after written notice of such breach is given to it other information and materials, as may have been accumulated by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) PROFESSIONAL in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry performance of this AgreementContract, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then whether completed or in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseprocess.

Term and Termination. a. The initial term of this Agreement shall be for five begin on the date hereof and shall continue until the date that is thirty-six (536) years months after the date of the initial funding of the Trust (the “Initial Term”). This Agreement shall be extended automatically for additional one (1) andyear periods thereafter (“Renewal Term”) unless either party gives the other a 90-day written notice, provided that at before the end of the Initial Termcurrent term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party its intent to terminate this Agreement, or unless this Agreement if: is terminated as otherwise provided in this Agreement. This Agreement may also be terminated (i) upon a breach by one party of a material term or covenant in this Agreement, if the other Party fails to pay an amount non-breaching party provides written notice of any such breach to the other when due hereunder breaching party and its election to terminate this Agreement, and such breach is not cured within 15 days (or such longer reasonable period, not to exceed 60 days, as may be required to effect a cure) after the date of such written notice of breach and termination, (ii) at the election of ▇▇▇▇▇▇, if the Employer does not fund the Trust within twelve (12) months of the date hereof or otherwise fails to make agreed upon contributions to the Trust, (iii) by the Employer, on thirty (30) days after written notice notice, if both of such breach is given the following conditions occur: (1) a universal healthcare system goes into effect in the State of California or the United States which expressly eliminates the Employer’s obligations to it by the other Party; pay any party for its contractual OPEB commitments, and (ii2) the other Party files Employer obtains a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) current actuarial valuation of the Trust confirming that there is an order, judgment or decree no remaining OPEB liability. The waiver by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part party of the other Partyparty’s assets and breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such orderparty, judgment or decree continues in effect nor does such party waive its rights to seek future remedy for a period previous breach. b. Notwithstanding the provisions of thirty Section 6(a), either party may terminate this Agreement on the occurrence of the following events, provided that the terminating party gives the other party ninety (3090) consecutive daysdays advance written notice for such termination: . The termination of the Futuris Trust Administrative Services Agreement; or (iv) the other Party fails to perform any i. The receipt of the other material obligations set forth in this Agreement District of a ruling from the IRS that the Plan and/or the Trust do not meet the requirements of Internal Revenue Code Section 115 and/or that, as such, the earnings of the trust are not exempt from tax, and such default: adverse ruling is not reversed before the ninety (i90) in the case of a default which is remediable continues for a day notice period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseelapsed.

Term and Termination. 9.1 The term of this Agreement shall be come into force on the agreed Commencement Date and shall continue for five (5) years (a defined Term from that date, subject to the “Initial Term”) and, provided that at the end provisions of Clause 9 of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Agreement. 9.2 Either Party shall have the right right, subject to the agreement and consent of the other Party and exercisable by giving not less than 30 days written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 9.1 of the Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 12 months. 9.3 Either Party may terminate the Agreement by giving to the other not less than 30 days written notice, to expire on prior or at any time after the minimum term of the Agreement (which shall be defined in the Agreement). 9.4 Either Party may immediately terminate the Agreement by giving written notice to the other Party to terminate this Agreement if: (i) 9.4.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 60 Days of the due date for payment; 9.4.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to pay remedy it within 60 Days after being given written notice giving full particulars of the breach and requiring it to be remedied; 9.4.3 an amount to encumbrancer takes possession, or where the other when due hereunder Party is a company, a receiver is appointed, of any of the property or assets of thatother Party; 9.4.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 9.4.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such breach is not cured within thirty (30) days after written notice a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement); 9.4.6 anything analogous to any of such breach is given the foregoing under the law of any jurisdiction occurs in relation to it by the other Party; (ii) 9.4.7 the other Party files a voluntaryceases, or consents threatens to an involuntarycease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);to carry on business; or (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part 9.4.8 control of the other Party’s assets and such order, judgment Party is acquired by any person or decree continues in effect for a period connected persons not having control of thirty (30) consecutive days; or (iv) the that other Party fails to perform any on the date of the Agreement. For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010. 9.5 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects. 9.6 The rights to terminate the Agreement shall not prejudice any other material obligations set forth right or remedy of either Party in this Agreement and such default: respect of the breach concerned (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseany other breach.

Term and Termination. 13.1 The term of this Agreement shall be for five (5) years (will begin upon the “Initial Term”) andEffective Date and will continue until terminated, provided that at the end as set forth herein. 13.2 If either party breaches a material provision and where capable of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing remedy does not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and cure such breach is not cured within thirty (30) days after written notice of from the other party, such other party will have the right at its option to: (a) suspend performance or payment until such breach is given cured; (b) terminate this Agreement, (c) seek a combination of (a) and (b) and those remedies available at law or equity to it the extent not limited by the other Party;terms of this Agreement. If the breach involves a delay in or failure to pay money when due, the cure period will be ten (10) days rather than thirty (30) days. The election of (a), (b) or (c) above wil1 not excuse the breaching party from any obligation arising prior to the date of such election. 13.3 Should either party: (iia) become insolvent; (b) make an assignment for the other Party files benefit of creditors; (c) file or have filed against it a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency seeking reorganization; (d) have a receiver appointed; and/or (e) institute any proceedings for 1iquidation or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of winding up; then the other Party’s assets party may, in addition to other rights and such orderremedies it may have, judgment or decree continues in effect for a period terminate this Agreement immediately by written notice. 13.4 Upon termination of thirty (30) consecutive days; or (iv) this Agreement, the other Party fails to perform any of licenses and rights granted hereunder and the other material obligations imposed hereunder will cease except as otherwise expressly set forth herein. Upon termination, Licensee will return the Software including all copies and documentation pertaining thereto in this Agreement Licensee's possession and those copies furnished to any Manufacturer, and will notify through one of Licensee's officers, in writing, of such default: (i) in the case of a default which is remediable continues for a period of return within thirty (30) days after written notice of such failure has been given by termination. The ownership, confidentiality, warranties, indemnity, 1imitation of liability, payment of fees, obligations upon termination, and general provisions of this Agreement will survive the non-defaulting Party; or (ii) termination of this Agreement indefinitely, unless otherwise specified in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiserespective section.

Term and Termination. The term 9.1 This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Clause 9, shall continue in full force and effect without limit of period. 9.2 Licensor may terminate this Agreement shall be for five (5) years (the “Initial Term”) and, provided that immediately at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated any time by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement Licensee if: (ia) either of the other Party fails to pay an amount to parties constituting the other when due hereunder and such Licensee commits a material breach of this Agreement (including any breach of its payment obligations under this Agreement) which is not cured remediable, or if remediable, it has failed to remedy within thirty (30) days after of receiving written notice of such breach is given requiring it to it by the other Partydo so; (iib) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party Purchaser fails to perform pay any of the other material obligations set forth in this Deferred Consideration properly due under the Share Purchase Agreement and such default: (i) in the case of a default which is remediable continues for a period of within thirty (30) days after of the due date for payment; (c) any of the Intra Group Guarantees are enforced against any member of the Seller’s Group; (d) either of the parties constituting the Licensee ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction), enters into liquidation whether compulsorily or voluntarily or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction; (e) either of the parties constituting the Licensee challenges or disputes the validity or ownership of, or takes any step inconsistent with, any of the Trade Marks or Domain Names, including by taking any action either directly or indirectly to oppose the renewal of or to cancel any registration of the Trade Marks or Domain Names; (f) either of the parties constituting the Licensee ceases to use the Trade Marks or Domain Names in relation to the Goods and Services in the Territory or ceases to operate ten (10) or more Borders Stores in the Territory for a continuous period of twelve (12) months; (g) either of the parties constituting the Licensee acts in a manner which results in material damage to the reputation of the Trade Marks or Domain Names; (h) the Company undergoes a Change of Control except in relation to a transfer to an Investor Affiliate; (i) a Competitor of the Licensor acquires a legal or beneficial interest of 20% or more in either of the parties constituting the Licensee without the Licensor’s prior written notice consent; or (j) any Sub-Licensee either (i) does any act or fails to take any action if such act or omission would constitute a material breach of such failure has been given by this Agreement if taken by, or was the non-defaulting Partyresponsibility of (as appropriate), Licensee; or (ii) commits a material breach of its sub-licence which is not remediable or, if remediable, Sub-Licensee has failed to remedy within thirty (30) days of Licensor notifying Licensee of the relevant breach. 9.3 This Agreement shall immediately terminate in relation to Borders Books Ireland Limited if Borders Books Ireland Limited undergoes a Change of Control except in relation to a transfer to an Investor Affiliate. A termination in such circumstances shall not affect the case of a non-remediable default, immediately upon notice. Upon the termination or expiry terms of this Agreement, pursuant to its termsAgreement with Borders (UK) Limited which shall continue on the terms set out herein. 9.4 Upon expiry or termination of this Agreement for any reason: (a) all rights and licences granted to Licensee under this Agreement shall within 90 days cease immediately, and Licensee shall, subject to the remainder of this Clause 9.3, cease all activities authorised by this Agreement and Licensee shall not thereafter use or apply the Domain Names or any of the Trade Marks or any marks or domain names which are confusingly similar, and shall procure that any Sub-Licensee(s) do likewise; (b) Licensee shall immediately deliver ensure that all references to Licensor the Trade Marks or Domain Names on its or its Sub-Licensee’s premises, vehicles, business documents or other documents or materials of any nature are removed and shall remove any reference to the Trade Marks in its company and/or trading name; and (c) each party shall promptly return and procure the return to the other party, or, at the other party’s direction, destroy, all property of Licensor’s Confidential Information provided hereunder the other party (including the Technology and Documentationwithout limitation, all Confidential Information) then in its possession possession, custody or control, if any, control and shall deliver a certificate not retain any copies of an officer the same. 9.5 Termination of Licensee certifying this Agreement for any reason shall not give either party the completeness of same; b) Licensee shall refrain right to claim any compensation, indemnity or reimbursement whatsoever from further use the other by reason of such Confidential Information; and c) Licensee termination, but termination shall forthwith pay all sums owing be without prejudice to Licensor hereunder. Nothing in this section 11 shall limit either Party’s any rights or remedies available to, or any obligations or liabilities accrued to, either party at law, in equity or otherwisethe effective date of termination and (subject to clause 8.3(c)) shall not affect any sub-licences granted by Licensee pursuant to the terms of this Agreement.

Term and Termination. The original term of this Agreement shall be for five (5) years (commence on the “Initial Term”) Effective Date and, provided that unless this Agreement is otherwise terminated, the term shall continue until a Party elects to terminate this Agreement by providing the other Party with at the end least thirty (30) days’ prior written notice of its intention to terminate. Upon termination of this Agreement, Subscriber shall cease any and all use of the Initial TermService. Notwithstanding the foregoing, and later at this Agreement may also be terminated by: A. Either Party in the end event of each Renewal Term a material breach of an obligation, upon not less than fifteen (15) days’ prior written notice to the breaching Party, unless, if the material breach is capable of being cured, the material breach is cured within the notice period; B. Nasdaq, immediately, in the event that the Subscriber becomes insolvent; or the Subscriber makes an assignment for the benefit of creditors; or the Subscriber does not pay its debts as defined they become due or admits, in writing, its inability to pay its debts when due; or when Subscriber becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; C. Nasdaq, immediately, in the event that the Subscriber is not permitted to receive or Nasdaq is prevented from disseminating the Service, or any part thereof; or any representation, warranty or certification made by Subscriber in this sectionAgreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that Nasdaq, in its sole discretion, determines that any material failure on the part of the Subscriber to comply with this Agreement has or is likely to have an adverse impact on the operation or performance of the System or Service or on a market; D. Nasdaq, upon not less than fifteen (15) Licensee has paid all Royalties owing hereunderdays’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated or in any other document furnished by Licensee in writing Subscriber becomes untrue or inaccurate and is not made true or accurate within the notice period; or E. Nasdaq, upon not less than thirty (30) days days’ prior written notice, should it determine that it will cease providing the same class of Service to all other eligible individuals or entities that were receiving the expiration same class of Service as Subscriber. F. Nasdaq, immediately, in the event that Subscriber has materially violated or is about to materially violate any applicable law, rule or regulation in connection with its use of the Initial Term System and /or the Service. The right of termination set forth herein is in addition to any other remedy at law or any Renewal Term (the “Term”). Either in equity that is available to one Party shall have the right on prior written notice with respect to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such a breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseother.

Term and Termination. (a) The initial term of this Agreement shall be for five ten (510) years years, commencing on the date hereof (the “Initial Term”) and), provided that at the end unless this Agreement is earlier terminated in accordance with this Section 7. Upon expiration of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) year terms, unless terminated by Licensee in writing either party gives written notice to the other party at least 60 days but not less more than thirty (30) 90 days prior to the expiration of the Initial Term or any Renewal Term (renewal term that it has elected not to renew this Agreement for an additional five-year term. The Initial Term, together with each successive renewal term, is referred to as the “Term”). Either Party shall have . (b) Notwithstanding the right on prior written notice to foregoing, either of CRESA or Capital Markets (the other Party to “Principal Parties”) may terminate this Agreement if: in the event that the other party: (i) the other Party fails to pay an amount to make any payment required by this Agreement within thirty (30) days of the other date when due hereunder due, and such breach failure continues for a period in excess of fifteen (15) days after receipt by the party responsible for such payment of written notice of such failure; (ii) fails to perform or observe any material term or condition, covenant or warranty contained in this Agreement, which failure is not cured within thirty (30) days after written notice of such breach is given thereof; or (iii) ceases to it by the other Party; (ii) the other Party do business or files a voluntary, or consents to an involuntary, petition in bankruptcy (voluntary or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) daysinvoluntary); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) which in the case of a default which an involuntary petition, is remediable continues for a period not vacated within 60 days. (c) In addition to the foregoing, CRESA may terminate this Agreement (i) upon the good faith determination by its Board of thirty (30) days after written notice Directors that either the financial results or the underlying transaction volume of such failure has been given by the non-defaulting PartyCapital Markets is unsatisfactory; or (ii) in the case event of a non-remediable defaultwillful breach by Capital Markets of its obligations under Section 6(b) above. (d) In addition to the forgoing, immediately Capital Markets may terminate this Agreement (i) upon notice. the good faith determination by its general partner that either the financial results or the underlying transaction volume of Capital Markets is unsatisfactory; or (ii) in the event of a willful breach by CRESA of its obligation under Section 6(c) above. (e) In the event of termination pursuant to this Section 7, except as otherwise set forth herein, no party shall have any further liability or obligation to the other party hereunder; provided, however, that each party shall pay to the other party all due and owing fees and charges incurred as of the date of termination. (f) Upon the termination or expiry of this AgreementAgreement by any party, pursuant the license granted hereunder shall terminate, and each party shall return to its terms: a) Licensee shall immediately deliver to Licensor any the other party, or certify as destroyed, all tangible embodiments of Licensorsuch other party’s Confidential Information provided hereunder (including the Technology and Documentation) then as defined in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section Section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisebelow).

Term and Termination. The term 11.1. This Agreement shall come into full force and effect from the Agreement Date and shall remain valid and binding on the Parties until such time that it is terminated in accordance with Clauses 11.2 to 11.4 (Term and Termination). 11.2. This Agreement may be terminated prior to the Closing Date, by written mutual consent of the Parties. For avoidance of doubt, the Purchaser shall have a right to terminate this Agreement on the occurrence of any termination event under the 360 One10 SPA I, the 360 One9 SPA I or the 360 One9 SPA II. 11.3. This Agreement shall terminate and cease to exist automatically on the RHP Filing Date without any further action from the parties. However, if the IPO is not completed within 60 (sixty) days of the RHP Filing Date, the Parties agree that the provisions of this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days existing prior to the expiration RHP Filing Date) shall: (i) immediately and automatically stand reinstated, with full force and effect, without any further action or deed required on the part of any Party and the waivers provided under this Agreement shall stand rescinded; and (ii) be deemed to have been in force during the period between date of execution of this Agreement and the RHP Filing Date, without any break or interruption whatsoever, and (iii) all the rights of each of the Initial Term or any Renewal Term (Shareholders shall, be deemed to have been restored to the “Term”)position existing prior to the RHP Filing Date. 11.4. Either Party shall have This Agreement may be terminated at the right on prior option of the Purchaser, by written notice to the other Party to terminate this Agreement if: (i) Parties if the other Party fails to pay an amount Closing has not occurred on or prior to the other when due hereunder and such breach is not cured within thirty Long Stop Date (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part including non-completion of the other Party’s assets Conditions Precedent on or prior to the Long Stop Date). 11.5. Save and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of except as otherwise expressly provided under this Agreement, pursuant the right to its terms: a) Licensee terminate above shall immediately deliver be without prejudice to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology all other rights and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity to a Party under applicable Law. 11.6. The termination of this Agreement shall not relieve any Party of any obligations or otherwiseliabilities accrued prior to the date of termination.

Term and Termination. The term 2.1 This Agreement begins on the Effective Date and continues in effect unless superseded or otherwise terminated by either party. For the avoidance of doubt, the termination of the Agreement does not result in the termination of any previously issued SOW, each SOW being terminable only in accordance with its own provisions. 2.2 Either Party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, or if any such proceeding is given instituted against such Party (and is not dismissed within sixty (60) days thereafter). In addition, either Party may terminate this Agreement at any time when there is no SOW in effect upon thirty (30) days advance written notice to it by the other Party;. 2.3 Each duly executed SOW will commence as of the Effective Date designated thereon, and will continue in effect thereafter until the earliest of (i) the expiration date designated thereon (if any), (ii) the other Party files a voluntarydate the Services have been satisfactorily completed and have been accepted and all applicable warranty and license periods have expired or otherwise terminated, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an orderthe date of termination specified by either Party in accordance with the following conditions: 2.3.1 Supplier may, judgment by providing written notice of termination to Client, terminate (in whole or decree by in part) a court of competent jurisdictionSOW if Client breaches a material obligation (including, upon the application of a creditorwithout limitation, approving a petition seeking reorganization its payment obligations under clause 13) under such SOW or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and fails to cure such default: (i) in the case of a default which is remediable continues for a period of breach within thirty (30) days after written notice of such failure has been given breach; 2.3.2 Client may, by providing written notice of termination to Supplier, terminate (in whole or in part) any or all SOWs if Supplier: (a) breaches a material obligation under a SOW and fails to cure such breach within thirty (30) days after written notice of the non-defaulting Partybreach; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use violates any Applicable Law. For the avoidance of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at lawdoubt, in equity or otherwisenotice of termination for any one SOW is not a notice of termination for any other SOW.

Term and Termination. The term of (a) This Agreement is entered into for an initial fixed period ending twenty years from its effective date. Thereafter, this Agreement shall continue to be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew effect for successive terms periods of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on upon twelve months’ prior written notice to all other Parties on the other last day of the initial fixed term or the relevant five-year period. Any termination by a Party shall only be effective with respect to terminate the respective Party and shall be without prejudice to the continued binding effect of this Agreement iffor all other Parties. (b) Contrary to Art. 545 CO, this Agreement shall not be terminated, but shall continue to be in effect: (i) in case of death of a Party, provided that in such event, the other heir(s) shall become a Party fails or Parties to pay an amount to this Agreement (einfache Nachfolgeklausel), and shall, hence, execute a deed of adherence hereto in the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party;form as set forth in Annex 7.2(b); and (ii) in case of bankruptcy of a Party, if a Party is placed under guardianship or if the other liquidating interest of a Party files a voluntary, or consents is subject to an involuntaryexecution sale, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law which cases the rights of such Party may be exercised by a legal representative to the extent provided by applicable law, provided that, if a continuation of the Agreement with the Party affected by such events (and such represented by a legal representative, as the case may be) is not dismissed within ten (10) days);permitted under applicable law, the Agreement shall be continued among the remaining Parties. (iiic) there is an order, judgment or decree by a court If one of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator Parties has disposed of all or a substantial part of its Shares in accordance with the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry provisions of this Agreement, pursuant then, upon completion of such disposal, this Agreement shall terminate automatically with respect to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if anysuch Party, and such Party shall deliver no longer be a certificate party to this Agreement, but this Agreement shall be continued among the remaining Parties. (d) Each Party has the right to terminate this Agreement with respect to itself by serving a six months’ prior written notice and a ROFR Notice to the other Parties and the Co-Chairmen, such termination, however, becoming only effective upon the sale or conversion of an officer all Class B Shares in accordance with the provision in Art. 7.5 and 7.6, respectively (such Art. 7.5 and 7.6 being applicable mutatis mutandis). In the event of Licensee certifying a termination pursuant this Art. 9.2(d), this Agreement shall be continued among the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseremaining Parties.

Term and Termination. (a) The term of this Agreement shall be for five commence on the Closing Date and shall terminate as of the date that the provision of all Transition Services has expired (5including any extension) years unless earlier terminated in accordance with the terms of this Agreement, including Section 10 and Schedule A (the “Initial Term”). (b) and, provided that at Schedule A sets forth the end expiration date for each Transition Service and any extension option with respect to such Transition Service. (c) Except for Section 7 of the Initial Termthis Agreement, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunderwhich it may not terminate, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than Purchaser may terminate any individual Transition Service upon thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party Iconix; provided that such termination will not cause or contribute to terminate Purchaser’s breach of Section 7 of this Agreement if:Agreement. After termination of such Transition Services, Purchaser shall remain obligated to pay any Fees owed in connection with terminated Transition Services rendered but not paid prior to termination. (id) the other Except for Section 7 of this Agreement, which it may not terminate, Iconix may terminate any individual Transition Service by giving written notice to Purchaser if Purchaser has taken any action or made any omission making it impossible or commercially unreasonable for Iconix to provide such Transition Service and Purchaser shall have failed to remedy such situation within fifteen (15) days after receipt of written notice thereof from Iconix. (e) This Agreement may be terminated by either Party fails to pay an amount to the other when due hereunder and such breach is not cured within upon thirty (30) days after prior written notice of such breach is given to it by the other Party; (ii) if the other Party files a voluntaryis declared insolvent or bankrupt, or consents to makes an involuntaryassignment for the benefit of creditors, petition in bankruptcy or insolvency a receiver is appointed or petitions any proceeding is demanded by, for reorganization or against the other under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part provision of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseFederal Bankruptcy Act.

Term and Termination. 1. The term of this Agreement shall be come into force on the agreed commencement date and shall continue for five (5) years (an agreed Term from that date, subject to the “Initial Term”) and, provided that at the end provisions of Clause 9 of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”)Agreement. 2. Either Party shall have the right right, exercisable by giving not less than 4 weeks written no- ▇▇▇▇ to the other at any time prior to the expiry of the term specified in sub-Clause 9.1 of the Agreement (or any further period for which the Agreement has been extended) to ex- tend the Agreement for a further period. 3. Either Party may terminate the Agreement by giving to the other not less than 4 weeks written notice, to expire on prior or at any time after the minimum term of the Agreement (which shall be defined in the Agreement). 4. Either Party may immediately terminate the Agreement by giving written notice to the other oth- er Party to terminate this Agreement if: (i) 1. any sum owing to that Party by the other Party fails to pay under any of the provisions of the Agreement is not paid within 30 Business Days of the due date for payment; 2. an amount to encumbrancer takes possession, or where the other when due hereunder Party is a company, a receiver is appointed, of any of the property or assets of that other Party; 3. the other Party makes any voluntary arrangement with its creditors or, be- ing a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 4. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purpos- es of bona fide amalgamation or re-construction and in such breach is not cured within thirty (30) days after written notice a manner that the company resulting therefrom effectively agrees to be bound by or as- sume the obligations imposed on that other Party under the Agreement); 5. anything analogous to any of such breach is given the foregoing under the law of any jurisdiction occurs in relation to it by the other Party; (ii) the 6. that other Party files a voluntaryceases, or consents threatens to an involuntarycease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysto carry on business; or (iv) the 7. control of that other Party fails to perform is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010. 5. For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects. 6. The rights to terminate the Agreement shall not prejudice any other material obligations set forth right or remedy of ei- ther Party in this Agreement and such default: respect of the breach concerned (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseany other breach.

Term and Termination. The term 17.1 This Agreement shall become effective as of the Effective Date, and shall remain in effect initially until the Expiration Date, or otherwise terminated by the Parties in accordance with the provisions of this Agreement shall be for five (5) years (the “Initial Term”) and). 17.2 This Agreement may be terminated by a Party, provided that at with written notice, without prejudice to any other rights such Party may have, upon the end occurrence of either one or more of the Initial Term, and later at following events stated below: a) by either Party in the end of each Renewal Term event that the other Party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing which petition is not less than discharged within thirty (30) days prior to after filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or equivalent official or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, or set aside within thirty (30) days from date of issuance, or if any assignment for the expiration benefit of its creditors is made; b) by either Party in the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to event that the other Party to terminate has failed in the performance of any material contractual obligation herein contained or has otherwise breached this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and Agreement, provided that such default or breach is not cured remedied to the Party’s reasonable satisfaction within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (specifying the nature of such default and such is not dismissed within ten (10) days)requiring remedy of the same; (iiic) there is an order, judgment or decree by a court of competent jurisdiction, upon Customer in the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of event REC fails to perform the other Party’s assets and such order, judgment or decree continues obligations as set out in effect for a period of thirty (30) consecutive daysSection 2.4; or (ivd) by REC in the other Party event that Customer fails to perform any pay the Deposit or Incremental Deposit to REC as required under Section 2.3. 17.3 Termination of the other material obligations set forth in this Agreement and such default: (i) in for any reason shall not affect any obligation which from the case of a default which context thereof is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon intended to survive the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or controlwithout limitation, if anySections 1, 9, 10, 11, 12, 14, 15, 17, 18, 19, and 20 of this Agreement which shall deliver a certificate of an officer of Licensee certifying continue to be binding upon the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing Parties to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisethe extent stated therein (where applicable).

Term and Termination. The term of this 15.1 This GSA will commence on the GSA Effective Date and remain in force until it terminates or expires in accordance with its terms. Each Agreement shall be (unless earlier terminated in accordance with its terms) remain in force for five (5) years (the “Initial Term”) and, provided that at the end of which it shall expire automatically. 15.2 Without prejudice to clause 5.1, a party may suspend performance under any Agreement (in whole or in respect of a page of a Site, a Site or Sites) and/or terminate any Agreement (in whole) or remove a page of a Site, a Site or Sites from any Agreement with immediate effect, if the Initial Term, and later at the end other party: (a) is in material breach of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms where the breach is incapable of five remedy; (5b) years is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within [***] after receiving written notice of such breach; or (c) is in material breach of the Agreement more than twice even if the previous breaches were remedied, provided (in each case) that any such suspension or removal of a “Renewal Terms”page(s) unless terminated by Licensee or Site(s) may only take effect in writing not less than thirty (30) days prior relation to the expiration page(s) or Site(s) on (or in respect of which) the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to relevant breach has occurred. 15.3 A party may suspend performance and/or terminate this Agreement GSA (and all Agreements) with immediate effect, if: (ia) the other Party fails party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to pay an amount carry on business; or (b) any analogous event happens to the other when due hereunder and such breach party in any jurisdiction in which it is not cured within thirty incorporated or resident or in which it carries on business or has assets. 15.4 [***] 15.5 Google has the right (30in its sole discretion) days after written with [***] notice to Company to remove or require Company to remove the AFC Services from any Site (or part of a Site) on which the AFC RPM falls below [***] for the previous calendar month. For the purposes of this clause 15.5, “AFC RPM” means AFC AdSense Revenues per [***] AFC Requests. 15.6 Google may terminate any Agreement on at least [***] to Company if at any time the average total amount of Ad Revenues (in respect of all Advertising Services provided under the relevant Order Form) calculated across [***] is less than or equal to [***]. 15.7 The parties acknowledge that following any removal of the AFC Services from any Site or termination of an Agreement pursuant to clause 15.5 or 15.6, Company may continue to receive the applicable Google advertising services in relation to the relevant Site (or part of a Site) by entering into an online agreement with Google in respect of such breach is given services and Site. 15.8 Upon the expiration or termination of this GSA for any reason: (a) all rights and licences granted by each party will cease immediately; and (b) if requested, each party will use its reasonable endeavours to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other Party;party. 15.9 The termination or expiration of an individual Agreement will not have the effect of terminating any other Agreement or this GSA unless expressly agreed to by the parties in writing. If an Agreement (iibut not this GSA) the other Party files a voluntaryterminates or expires, all rights and licences granted by Google to Company under that Agreement will cease immediately. Termination or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator expiration of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) Agreements will result in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry expiration of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including GSA on the Technology and Documentation) then in its possession same date on which the last Agreement terminates or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseexpires.

Term and Termination. The term 18.1 This Agreement commences as of the Effective Date and continues until terminated pursuant to the terms of this Section 18. 18.2 This Agreement shall may be for five terminated at any time by mutual written agreement of Target and CVS. 18.3 Either Party may terminate this Agreement: (5a) years upon one hundred eighty (180) days’ prior written notice of termination to the “Initial Term”) andother Party in the event the other Party or its Affiliates or their respective directors or officers commits an act, provided 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 at materially and adversely ▇▇▇▇▇ the end goodwill or reputation of the Initial Termother 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 later at could reasonably be expected to have a material and adverse effect on the end goodwill or reputation of each Renewal Term 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 eighty (180) days following the other Party’s receipt of written notice of termination, if any event (including, in the case of CVS, CVS’s failure to maintain participation in any “Federal health care program” as defined in this section) Licensee has paid all Royalties owing hereunder42 U.S.C. § 1320a-7b(f), or the Agreement shall automatically renew for successive terms debarment, exclusion, or suspension of five CVS from participation in any federal procurement program), change, development, effect, condition, circumstance, matter, occurrence or state of facts (5) years (each a an “Renewal TermsEvent”) unless terminated by Licensee 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 writing the Stores (and not less than thirty in respect of any single Store or subset of Stores), which Event continues unremedied for a period of one hundred twenty (30120) days prior to after the expiration of the Initial Term or any Renewal Term (the “Term”). Either terminating Party shall have the right on prior 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 terminate this Agreement if: (i) the business of the other Party fails to pay an amount in general and not specifically relating to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part 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 assets 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 such ordernot in respect of any single Store or subset of Stores), judgment or decree which breach continues in effect unremedied for a period of thirty one hundred twenty (30120) consecutive days; or (iv) days after the terminating Party provides written notice to the other Party fails to perform any of the other material obligations set forth 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 this Agreement and such default: (i) in person with the case Senior Officer of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in terminating Party to seek to expeditiously resolve any differences prior to the case effective date of such termination. 18.4 CVS may terminate this Agreement upon the occurrence of a non-remediable default, immediately upon notice. Upon the termination or expiry Change of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any Control of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if anyTarget, and shall deliver Target may terminate this Agreement upon the occurrence of a certificate Change of an officer Control of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing CVS, in each case, as provided in this section 11 Section 18.4. “Change of Control” shall limit either Party’s rights or remedies available at law, in equity or otherwise.mean:

Term and Termination. The term of this 20.1 This Agreement shall be commence on the Commencement Date and shall continue unless terminated in accordance with the provisions contained within this Clause or if expressly provided for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined elsewhere in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either . 20.2 Each Work Order shall commence on the date stated therein (or if no date is stated, on the date of its last execution), and shall continue as set out in such Work Order. 20.3 A Party shall have may terminate the right on prior written Agreement or the respective Work Order immediately by notice in writing to the other Party to terminate this Agreement if: (ia) the other Party fails to pay an amount to is Insolvent; or (b) the other when due hereunder Party ceases to carry on business; or (c) the other Party commits a material breach of the Agreement which is capable of being remedied and does not remedy such breach is not cured within thirty (30) days after of written notice of requiring it to do so (such notice must state that the Agreement or Work Order (as applicable) will be terminated if the breach is given to it by not remedied) and any such termination shall take effect either immediately or at such other date as may be specified in the other Party;written notice; or (iid) the other Party files commits a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such material breach of the Agreement which is not dismissed capable of being remedied within ten (10) daysthe time period specified in Clause 20.3(c);. 20.4 Without prejudice to Clause 20.3, Pure IP may terminate the Agreement or the respective Work Order immediately by notice in writing to the Customer in the event that: (iiia) there it is an order, judgment required to do so by law or decree by at the request of any regulator or if any regulatory change results in it not being feasible (in Pure IP’s sole discretion) for Pure IP to provide the Services under a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysContract; or (ivb) the other Party fails Customer has failed to perform pay any of amounts due under the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues Contract for a period in excess of thirty fourteen (3014) days after written notice of such failure has been given by from the non-defaulting Partydate that they were due for payment in accordance with the payment period set out in Clause 13.3; or or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunderthe Customer has a Change of Control Event. Nothing in this section 11 shall limit either Party“Change of Control Event” means the change of control or ownership of the Customer or the Customer’s rights or remedies available at law, in equity or otherwiseparent company within the meaning of Section 450 of the Corporation Tax Act 2010.

Term and Termination. The term This Agreement shall continue for so long as Motorola or NewCo still must perform any obligation under this Agreement but may be terminated earlier as provided in this Section by (a) Motorola, in the event of a continuing breach by NewCo of this Agreement shall be for five or any other agreement between the Parties or (5b) years NewCo, in the event of a continuing breach by Motorola of this Agreement or any other agreement between the Parties, including any failure of any Party to make a payment or to provide letters of credit when due under this Agreement or any other agreement between the Parties (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “TermFinancial Breach”). Either In the event of any such Financial Breach or other breach, the offending Party shall use its commercially reasonable efforts to correct the act or omission causing the breach promptly. If the breach has not been cured to the reasonable satisfaction of the aggrieved Party within twenty five days after it provides notice to the offending party, the aggrieved party shall have the right to terminate the Agreement immediately. Notwithstanding the above, however, the aggrieved Party shall have the right on prior written notice to the other Party to terminate this the Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach if a Financial Breach is not fully cured within thirty (30) ten days after written notice the payment or letter of such credit was due. Notwithstanding the above, an obligation which has not been performed as a result of an Excusable Delay shall not constitute a breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement. If this Agreement is terminated as a result of a breach, pursuant to as described in this Section, the aggrieved Party shall have all the rights and remedies provided by law; the aggrieved Party’s obligations under this Agreement shall also automatically be terminated (and the aggrieved Party may also terminate its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including obligations under all other agreements with the Technology and Documentation) then in its possession or controloffending Party). Sections 1, if any3.A, 3.D, 5, 8, 10.D, 10.E, 12, 13, 14, 17, 19, and 20 through 26, and any letters of credit provided under this Agreement or any related agreement shall deliver a certificate survive termination of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseAgreement.

Term and Termination. 15.1 The term Contract shall commence on the date when the Contract Particulars have been signed by both parties or, if signed on two different dates, the later of this Agreement those dates (Effective Date) and shall continue for the Initial Term and shall be automatically renewed for five successive periods of 12 months (5) years (each a Renewal Period), unless: 15.1.1 either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 90 days before the end of the Initial Term, and later at Term or 30 days before the end of each any Renewal Term (as defined Period, in this section) Licensee has paid all Royalties owing hereunder, which case the Agreement Contract shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to terminate upon the expiration expiry of the applicable Initial Term or Renewal Period; or 15.1.2 otherwise terminated earlier in accordance with the provisions of the Contract. 15.2 Without affecting any Renewal Term (other right or remedy available to it, either party may terminate the “Term”). Either Party shall have the right on prior Contract with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (i) 15.2.1 the other Party party fails to pay any amount due under the Contract 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; 15.2.2 the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period 30 days after being notified in writing to do so; 15.2.3 the other party repeatedly breaches any of the terms of the Contract 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 the Contract; 15.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 15.2.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 15.2.6 an amount application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 15.2.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 15.2.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 15.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; 15.2.10 any event occurs, or proceeding is taken, with respect to the other when due hereunder and such breach party in any jurisdiction to which it is not cured within thirty subject that has an effect equivalent or similar to any of the events mentioned in condition 15.2.4 to condition 15.2.9 (30) days after written notice of such breach is given to it by inclusive); or 15.2.11 the other Party; (ii) the other Party files a voluntaryparty suspends or ceases, or consents threatens to an involuntarysuspend or cease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of its business. 15.3 On termination of the Contract for any reason: 15.3.1 all licences granted under the Contract shall immediately terminate; 15.3.2 each party shall return and make no further use of any equipment, property, information and other items (and all copies of them) belonging to the other Party’s assets and such order, judgment party; 15.3.3 Posturite may destroy or decree continues in effect for a period otherwise dispose of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Customer Data in its possession or controlunless Posturite receives, if anyno later than 10 Business Days after the effective date of the termination of the Contract, and a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Posturite shall use reasonable commercial endeavours to deliver a certificate the back-up to the Customer within 30 days of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use its receipt of such Confidential Informationa written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and c) Licensee 15.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. 19.1. The term of this Agreement shall commence when the first Quotation is signed by the Customer and delivered to Outpost24, or, when applicable, by both Parties. 19.2. The term of this Agreement shall continue for a period of twelve (12) months after signature and delivery (as contemplated in clause 19.1, above) unless another term is mutually agreed upon. The term of this Agreement shall thereafter be automatically renewed on the same terms and conditions for five consecutive periods of twelve (512) years (the “Initial Term”) and, provided that at the end months each unless written notice of termination is given by one of the Initial Term, and later Parties to the other at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than least thirty (30) days prior to before the expiration end of the Initial Term initial term or any Renewal Term such renewal term, as applicable. 19.3. Notwithstanding the foregoing, either Party (the “Term”). Either Party "Non-Defaulting Party") shall have the right on prior written notice to the other Party be entitled to terminate this Agreement if: (i) with immediate effect if the other Party (the "Defaulting Party"): (a) fails to pay an amount to fulfil its obligations under this Agreement, provided that such failure is of essential importance for the other when due hereunder Non-Defaulting Party and such breach is not cured the Defaulting Party has not, within thirty (30) days after of written notice of default from the Non-Defaulting Party to the Defaulting Party, cured such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysdefault; or (ivb) the other Party fails has taken measures to perform cease payment of its debts, initiated negotiations for a general agreement with its creditors, been subject to an application for bankruptcy proceedings or enters into composition, reorganisation or similar arrangements with its creditors, is wound up, goes into liquidation or has a receiver appointed for all or any part of the other material obligations set forth in its assets. 19.4. Furthermore, Outpost24 shall be entitled to terminate this Agreement and such default: with immediate effect if the Customer has not fully paid (i) invoices rendered by Outpost24 to it amounting to, in the case aggregate, twenty (20) percent or more of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given the Fees payable by the non-defaulting Party; Customer for the then current year of the term of this Agreement, or (ii) in one or more invoices within three (3) months of the case date it/they was/were rendered by Outpost24 to the Customer, or both. Notwithstanding any such termination pursuant to this clause 19.4, the Customer shall remain liable to Outpost24 for the Fee for the entirety of a non-remediable default, immediately upon notice. Upon the termination or expiry then current term of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, Agreement as if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisetermination had not occurred.

Term and Termination. The term of 13.1 This agreement shall, unless otherwise terminated as provided in this Agreement clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew renewed for successive terms periods of five (5) years 12 months (each a “Renewal Terms”) unless terminated by Licensee in writing Period). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term 13.2 Notwithstanding the provisions of clause 13.1, either party may terminate this agreement for convenience following the Initial Subscription Term on providing not less than thirty ninety (3090) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party party. 13.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement agreement with immediate effect by giving written notice to the other party if: (ia) the other Party party fails to pay an any amount due under this agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment; (b) the other when due hereunder and party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is not cured within thirty (30remediable) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for remedy that breach within a period of thirty (30) days after written notice being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of the agreement in such failure has been given by a manner as to reasonably justify the non-defaulting Partyopinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the agreement; or or (iid) in the case other party becomes insolvent, is the subject of a non-remediable defaultpetition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, immediately upon notice. Upon insolvency or similar laws or makes an assignment for the benefit of creditors (or any event occurs, or proceeding is taken, with respect to the other party that has an effect equivalent or similar to any of the events mentioned in this clause). 13.4 On termination or expiry of this Agreement, pursuant to its termsagreement for any reason: (a) Licensee all licences granted under this agreement shall immediately deliver terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to Licensor the other party; (c) the Supplier may destroy or otherwise dispose of any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Customer Data in its possession or controlunless the Supplier receives, if anyno later than ten days after the effective date of the termination of this agreement, and 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 a certificate the back-up to the Customer within 30 days of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use its receipt of such Confidential Informationa written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and c(d) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. The 17.1 This Agreement shall commence on the Agreement Date and each Statement of Work shall commence on the Services Commencement Date and shall remain in full force for the Term unless otherwise agreed by the Parties or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement and each Statement of Work shall be continue to automatically renew for five a Subsequent Term, unless a Party gives written notice to the other Party, not later than ninety (590) years (the “Initial Term”) and, provided that at days before the end of the Initial Term or the relevant Subsequent Term, and later at to terminate this Agreement. 17.2 Without prejudice to any rights that the end of each Renewal Term (as defined in Parties have accrued under this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either of their respective remedies, obligations or liabilities, a Party shall have the right on prior may terminate this Agreement with immediate effect by giving written notice to the other Party to terminate this Agreement if: (ia) the Customer breaches its obligations in Clauses 5.6 and 5.7; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party fails to pay an amount to breaches any of the other when due hereunder and such breach is not cured within thirty (30) days after written notice terms of such breach is given to it by the other Party;Clause 11, Clause 16 or Clause 21; or (iid) the other Party files a voluntarysuspends, or consents threatens to an involuntarysuspend, petition in bankruptcy payment of its debts, or insolvency is unable to pay its debts as they fall due or petitions for reorganization under any bankruptcy law (and such admits inability to pay its debts, or is not dismissed deemed unable to pay its debts within ten (10) days); (iii) there is an order, judgment or decree by a court the meaning of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part section 123 of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; orInsolvency Act 1986. (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry 17.3 Termination of this Agreement, pursuant to its termsfor any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 17.4 On termination of this Agreement for any reason: (a) Licensee the Supplier shall immediately deliver cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to Licensor and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any Licence Fees as set out under Clause 13.1; and (3) any termination fees that the Supplier incurs from any of Licensor’s Confidential Information provided hereunder its Third Parties as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any Third Party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and (including the Technology c) each Party shall use reasonable endeavours to return and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. 17.5 Save as provided in Clause 17 or elsewhere in this Agreement, or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be entitled to terminate a Statement of Work. Termination of a Statement of Work shall not by default, terminate other Statement of Works nor this Agreement. 17.6 Termination of any Statement of Work shall be without prejudice to any other rights which any party may have under any other Statement of Work. 17.7 If for any reason a contract between a Third Party and the Supplier relating to the Supplier’s right to use, install or support Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Statement of Work (as the case may be) shall automatically terminate, save that where the Agreement or Statement of Work relates to other Services other than that Third Party Service, termination of the Agreement or Statement of Work shall operate only in so far as it relates to such Confidential InformationThird Party Services. 17.8 Upon termination of this Agreement or a specific Statement of Work for any reason the Supplier 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 the Supplier 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 the Supplier to the Customer or the Successor Service Provider; and c(b) Licensee 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. 17.9 Upon a termination of the Agreement or a specific Statement of Work (as applicable), the Supplier shall forthwith pay only retain the Customer Data for a maximum period of three (3) months from the date of termination and may delete all sums owing to Licensor hereunder. Nothing in such copies of its Customer Data after the three (3) months period has ended unless otherwise required by Applicable Law. 17.10 The provisions of Clauses 8, 9, 11, 12, 13, 12, 16, 17, 18, 19 and 21 shall survive termination of any Statement of Work or this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseAgreement.

Term and Termination. The term of this 10.1 This Agreement shall be of full force and effect on and from the date hereof and shall continue for five an initial term of fifteen (515) years (from the “Initial Term”) and, provided that at the end of the Initial Term, Effective Date and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall be automatically renew renewed thereafter for successive extension terms of five (5) years (each a “Renewal Terms”) each, unless terminated by Licensee earlier as provided for in writing this Agreement. 10.2 Hexion may, in addition to its other remedies, terminate this Agreement in its entirety in any of the following circumstances: (a) if a Bankruptcy Event occurs and is continuing in relation to Shell and Shell does not provide adequate assurances to Hexion within thirty (30) days of the occurrence of the Bankruptcy Event that Shell will continue to provide all SUMF Items to Hexion on the terms and conditions of this Agreement; (b) with no less than twelve (12) months’ prior written notice, following the decision by Hexion to discontinue all its operations at the Site to which SUMF is rendered or alter such operations to such an extent that no SUMF Item from Shell is required; or (c) with no less than three (3) years’ prior written notice, effective (i) at the end of the initial fifteen (15) year term or (ii) at the end of any five (5) year extension term, as the case may be. 10.3 The Purchaser may, in addition to other remedies, terminate this Agreement as to an individual SUMF Item in any of the following circumstances, provided always that no item of Sole Supplier SUMF may be terminated by the Purchaser without terminating this Agreement as a whole: (a) if a Bankruptcy Event occurs and is continuing in relation to the Supplier and the Supplier does not provide adequate assurances to the Purchaser within thirty (30) days of the occurrence of the Bankruptcy Event that the Supplier will continue to provide the particular SUMF Item to the Purchaser on the terms and conditions of this Agreement; (b) if, for reasons other than Force Majeure, a SUMF Item is not properly supplied by the Supplier within specifications and such failure continues for more than ten (10) business days after thirty (30) days prior written notice from the Purchaser to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other PartySupplier; (iic) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days)[Intentionally Omitted]; (iiia) there with at least three (3) years’ prior written notice, or such other notice period as is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) provided in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential InformationSchedules; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The initial term of this Agreement shall be begin on the date USER executes this Agreement and, except as provided in this section of the Agreement, shall continue for five a period of one (51) years year (the “Initial Term”), and shall be automatically renewed for one (1) andyear terms (“Renewal Terms”) thereafter unless terminated by either party with at least thirty (30) days notice to the other party prior to renewal. COMPANY may immediately terminate this Agreement for cause for the following reasons:  Breach of Agreement. In the event of a breach of this Agreement by USER, COMPANY may give written notice of the breach and request corrective action. If USER has not either taken the requested action or begun a diligent prosecution thereof within fifteen days of receipt of the COMPANY’s notification, then COMPANY may, at its option, send notice of termination. The notices described in this paragraph may be sent certified, registered or other verifiable mail or email to the terminated party at the addresses provided by USER.  Insolvency. At COMPANY’s option, and upon written notice of the exercise of the option, this Agreement terminates upon the voluntary or involuntary bankruptcy or insolvency of USER.  Fraud, etc. The fraud, misrepresentation, misappropriation of funds, or willful misconduct of USER.  Other. For the USER’s violation of the provisions of Paragraphs 4, 5, 6, 7, 9, 11 & 13 of this Agreement. Changes in Terms and Early Termination: COMPANY may unilaterally change, delete, or add any term to this Agreement upon thirty (30) days written notice to USER (the 30 day period being referred to hereinafter as the “30 Day Notice Period”, provided, however, that if such a change, deletion, or addition is not acceptable to USER, USER may terminate this Agreement upon ten (10) days written notice to COMPANY, which notice must be given prior to the end of the 30 Day Notice Period. The change, deletion, or addition made by COMPANY shall become effective at the end of the Initial Term, and later at the end 30-Day Notice Period. Return of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such defaultProprietary Information: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant the parties will return to its terms: a) Licensee shall immediately deliver any furnishing party all proprietary and confidential information received in connection with this Agreement and certify in writing to Licensor such furnishing party that such receiving party has not retained any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use copies of such Confidential Information; and c) Licensee proprietary or confidential information. Effect of Termination: The termination of this Agreement shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisenot cause the termination of any obligation which by its nature is a continuing obligation.

Term and Termination. The term of this 15.1 This Agreement shall be for five (5) years (will come into effect on the “Initial Term”) Completion Date and, provided that at with respect to each Service, will continue in force until the end of the Initial Term, and later at the end of each Renewal Term applicable Service Termination Date (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee may be extended in writing not less than by the Parties). 15.2 This Agreement will terminate in its entirety on the last Service Termination Date, unless otherwise terminated earlier under this Clause 15. 15.3 The Receiving Party may terminate at any time any Service, or any part thereof: (a) upon giving at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Delivering Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition except as otherwise provided in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) daysSchedule hereto); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (ivb) if the other Delivering Party fails has failed to perform any of the other its material obligations set forth in under this Agreement relating to any such Service, the Receiving Party has notified the Delivering Party in writing of such failure, and such default: (i) in the case of a default which is remediable continues failure has continued for a period of thirty (30) days after receipt by the Delivering Party of written notice of such failure. 15.4 The Delivering Party may terminate at any time any Service, or any part thereof, if the Receiving Party has failed to perform any of its material obligations under this Agreement relating to any such Service, the Delivering Party has notified the Receiving Party in writing of such failure has been given and such failure shall have continued for a period of thirty (30) days after receipt by the non-defaulting Receiving Party of written notice of such failure. For the avoidance of doubt, the failure by the Receiving Party to pay the full amount of any invoice when due (except to the extent of any amounts reasonably disputed in accordance with this Agreement) shall be considered a material breach of the Receiving Party; or (ii) ’s obligations under this Agreement. 15.5 The Delivering Party may upon written notice to the Receiving Party, discontinue the provision of any Service without compensation to the Receiving Party in the case event that the Delivering Party is unable to perform such Service, or loses its right to perform such Service, as a result of any termination of a non-remediable defaultrelated Service or a related service provided by a third party; provided if the Delivering Party receives written notice from any third party that such third party intends to terminate such service, immediately the parties shall use all reasonable endeavours to secure the continued provision of that service from such third party or an alternative third party provider (it being agreed that any costs incurred in doing so shall be borne by the Receiving Party). 15.6 Parent may terminate this Agreement upon notice. Upon giving at least thirty (30) days prior notice to the Company upon Parent’s rollout of new functionality associated with version 6 of SAP; provided, however, that no such termination or expiry may be effective prior to the date which is 12 months from the date of this Agreement, pursuant to its terms:. a) Licensee shall immediately deliver to Licensor 15.7 Either party may terminate this Agreement at any of Licensor’s Confidential Information provided hereunder (including time with immediate effect upon serving written notice upon the Technology and Documentation) then in its possession or control, other party if any, and shall deliver a certificate of the other party suffers an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseInsolvency Event.

Term and Termination. 7.1 This Agreement shall be effective upon the execution by the authorized representatives of the Parties and shall be automatically terminated upon the expiration of the Cooperation Term as provided in Section 7.2 hereof. 7.2 The business cooperation term of set forth in this Agreement shall commence on the Effective Date and continue in full force and effect for an initial term of 6 years therefrom, which may be for five extended upon the mutual agreement of WCI and Dada (5) years (as may be extended from time to time, the “Initial Cooperation Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not ). Not less than thirty six (306) days months prior to the expiration of the Initial Term Cooperation Term, the Parties shall negotiate in good faith the extension of the Cooperation Term. Notwithstanding the foregoing, if there is any other specific provision(s) on the applicable business cooperation term with respect to any specific item in this Agreement, such specific provision shall prevail with respect to such specific item. 7.3 This Agreement may be terminated: (1) upon mutual agreement by WCI and Dada; (2) by WCI (if the breaching Party is Dada) or Dada (if the breaching Party is WCI), upon any Renewal Term (the “Term”). Either Party shall have the right on prior breach of a material provision of this Agreement by a Party, if such breach is incapable of being cured or remains uncured for 30 days after receipt of written notice from WCI (if the breaching Party is Dada) or Dada (if the breaching Party is WCI) specifying the occurrence or existence of the breach, provided that neither WCI nor Dada may exercise the termination right pursuant to the other Party to terminate this Agreement if:clause if it is then in breach of any material provision of this Agreement; (3) by WCI, upon (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice filing by Dada of such breach is given to it by the other Party; a petition in bankruptcy, insolvency or similar proceeding; (ii) the other Party files a voluntaryfiling by Dada of any petition or answer seeking reorganization, readjustment or consents arrangement of its business under any law relating to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); insolvency; (iii) there an adjudication that Dada is an order, judgment bankrupt or decree by a court of competent jurisdiction, upon insolvent; (iv) the application appointment of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of receiver for all or a substantial part substantially all of the other Partyproperties of Dada; (v) the making by Dada of any assignment for the benefit of creditors; (vi) the institution of any proceedings for the liquidation or winding up of Dada’s assets and such orderbusiness that remains outstanding, judgment undismissed, for more than 45 days or decree continues (vii) Dada takes, becomes the subject of or undergoes, the Chinese equivalent of any of the actions, proceedings or events referred to in effect for a period of thirty clauses (30i) consecutive daysthrough (vi) above; or (4) by Dada, upon (i) the filing by WCI of a petition in bankruptcy, insolvency or similar proceeding; (ii) the filing by WCI of any petition or answer seeking reorganization, readjustment or arrangement of its business under any law relating to bankruptcy or insolvency; (iii) an adjudication that WCI is bankrupt or insolvent; (iv) the other Party fails to perform appointment of a receiver for all or substantially all of the properties of WCI; (v) the making by WCI of any assignment for the benefit of creditors; (vi) the institution of any proceedings for the liquidation or winding up of WCI’s business that remains outstanding, undismissed, for more than 45 days or (vii) WCI takes, becomes the subject of or undergoes, the Chinese equivalent of any of the other material obligations set forth actions, proceedings or events referred to in this Agreement and such default: clauses (i) in through (vi) above. 7.4 If this Agreement expires or is terminated pursuant to Section 7.3, the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable defaultParties shall cease to perform this Agreement, immediately upon notice. Upon provided that Sections 8, 10, 13, 14, 15 and 16 hereof shall survive the termination of this Agreement. If any Party is in breach of any provision(s) as set forth herein prior to the expiration or expiry termination of this Agreement, such Party shall bear the liability for breach pursuant to its terms: a) Licensee Section 14 hereof. Other post-termination arrangements and matters shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including be arranged and resolved through friendly negotiation between the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseParties.

Term and Termination. The 10.1. This Agreement shall continue in full force and effect until terminated in accordance with the terms hereof. 10.2. This Agreement shall automatically terminate upon the earlier of (i) expiration of the Option Period if Teva does not exercise the License Option within such Option Period; and (ii) Teva failing to provide funding as required for the continuation of the R&D Program over and above Cell Cure’s Participation pursuant to Section 2.1.7 above. For the avoidance of doubt, upon the termination of this Agreement pursuant to this Section 10.2, Teva shall have no rights in any Cell Cure IP and any information sublicensed to Teva hereinunder and Teva shall promptly transfer to Cell Cure, upon its written request, all related documents, instruments, records and data generated, developed or disclosed to it during the term of this Agreement and the R&D Program, in its possession, and shall be allowed to retain one copy for five (5) years (archival purposes. 10.3. At any time, Teva shall have the “Initial Term”) andright at its sole discretion to terminate this Agreement for any or for no reason, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than providing Cell Cure with thirty (30) days prior days’ written notice of such decision. In this event Teva shall not be obliged to pay any compensation to Cell Cure as a result of such termination. 10.4. Without derogating from any other remedies that either Party may have under the expiration terms of the Initial Term this Agreement or any Renewal Term (the “Term”). Either at law, each Party shall have the right on prior to terminate this Agreement upon the occurrence of any of the following: 10.4.1. the other Party commits a material breach of this Agreement and fails to remedy that breach within forty-five (45) days after being requested to do so by the non-breaching Party; or 10.4.2. upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within ninety (90) days after the filing thereof. 10.5. Without derogating from and subject to Teva’s obligations pursuant to Section 10.6 below, upon the termination of this Agreement by Teva for any reason whatsoever after Teva has exercised the License Option: 10.5.1. the License granted to Teva by Cell Cure shall be terminated; 10.5.2. Teva, its Sublicensees and Further Sublicensees shall cease all use of the Cell Cure IP and Licensed Product including the commercialization of Licensed Product; 10.5.3. Each Party, at the written notice request of the other Party, shall immediately return to the other Party all materials, reports, updates, documentation, written instructions, notes, memoranda, discs or records or other documentation or physical matter of whatsoever nature or description provided by the other Party, except in the event that such material is owned by such Party pursuant to terminate the terms of this Agreement if:Agreement, and provided that each Party shall be allowed to retain one copy for archival purposes; (i) 10.5.4. At the request of either Party, the other Party fails shall execute and deliver such assignments and licenses and other documents as may be necessary to pay an amount fully vest in the requesting Party all right, title and interest to the other when due hereunder and such breach which it is not cured within thirty (30) days after written notice of such breach is given entitled pursuant to this Section 10; and 10.5.5. Each Party shall be entitled to collect any debt then owed to it by the other Party;. (ii) 10.6. In addition to the other Party files a voluntary, or consents to an involuntary, petition provisions set forth in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdictionSection 10.5 above, upon the application termination of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement by Teva pursuant to Section 10.3 above or by Cell Cure pursuant to Section 10.4 above, after Teva has exercised the License Option: 10.6.1. Teva shall promptly transfer to Cell Cure, upon Cell Cure’s written request, all documents, instruments, records and such default: (i) data relevant to the development or commercialization of Licensed Product generated, developed or disclosed to it during the term of this Agreement, including, but not limited to, all documentation and information related to the Teva IP, in its possession, that are solely and directly related to Licensed Product, and shall be allowed to retain one copy for archival purposes; 10.6.2. Teva shall provide Cell Cure with a report summarizing its development activities and the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of results up to termination; 10.6.3. Teva shall be deemed without any further action to have granted to Cell Cure a non-remediable defaultexclusive, immediately upon noticeworldwide license (including the right to grant sublicenses), under Teva’s interest in any Teva IP that is solely and directly related to Licensed Product, to develop, have developed, make, have made, use, have used, offer for sale, sell, have sold, import and have imported Licensed Product; and 10.6.4. Upon Teva shall transfer and assign to Cell Cure all existing marketing applications, registrations, marketing approvals, pricing approvals and similar rights with respect to Licensed Product. 10.7. Save as otherwise provided in this Agreement, any provision that by its nature is intended to survive termination or expiry shall survive the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The term This Agreement shall become effective on the date hereof ("Effective Date") and shall continue in full force and effect from month to month. Supplier acknowledges and agrees that Company is obligated to commence services pursuant to this Agreement only upon full satisfaction, or Company's express written waiver, of the Conditions Precedent set forth in Section IV of this Agreement. This Agreement shall may be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not either party by written notice given no less than thirty (30) days prior to the expiration desired termination date, or unless otherwise agreed by the Parties. Notwithstanding the foregoing, the Supplier agrees to abide by all terms of this Agreement until any transactions that are outstanding at the Initial Term or time of termination are completed, including, but not limited to, the payment by Supplier to Company of any Renewal Term (the “Term”)and all outstanding balances. Either Party shall have the right on prior Any party, by written notice to the other Party to party ("Breaching Party") may terminate this Agreement, in whole or in part, with respect to such Breaching Party, or suspend further performance without terminating this Agreement if: upon the occurrence of any of the following: (ia) the other Breaching Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty terminates or suspends doing business; (30) days after written notice of such breach is given to it by the other Party; (iib) the other Breaching Party files a voluntary, or consents becomes subject to an involuntary, petition in any bankruptcy or insolvency proceeding under federal or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an orderstate law, judgment or decree by a court of competent jurisdictionbecomes insolvent, upon the application becomes subject to direct control of a creditortransferee, approving a petition seeking reorganization receiver or appointing a receiversimilar authority, trustee or liquidator makes an assignment for the benefit of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Partycreditors; or (iic) in the case Breaching Party commits a material breach of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including its obligations under this Agreement or the Technology Terms and Documentation) then Conditions including, but not limited to, failure to pay any amounts due. The enumeration of the foregoing remedies shall not be deemed a waiver of any other remedies to which either party is entitled in its possession law or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseequity.

Term and Termination. The term of this 13.1 This Agreement shall be remain in effect for five sixty (560) years months from the Effective Date (the “"Initial Term”) and, provided that at the end of "). After the Initial Term, and later at the end term of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms may be extended by a further period of five (5) years (each a “Renewal Terms”) unless terminated by Licensee mutual written agreement by the parties in the form of an amendment to this Agreement. If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement. Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below. 13.2 Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the expiration effective date of the Initial Term or any Renewal Term (the “Term”)such termination. Either Party shall have the party's right on prior written notice to the other Party to terminate this Agreement if: (i) under this Section 13.2 may not be exercised unless said party shall have given the other Party fails to pay an amount to party written notice of the failure, and the other when due hereunder and such breach is party has not cured the failure within the thirty (30) days after written day period following notice from said party. 13.3 This Agreement terminates automatically for just cause, with no further act or action of either party if: (a) a receiver is appointed for Distributor or its property; (b) Distributor makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities. 13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory. 13.5 Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or organization controlled or directed by it shall divulge the contents of such breach is given material to it by any person at any time, notwithstanding the other Party;termination of this Agreement. (ii) 13.6 Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the other Party files a voluntarytermination of this agreement in accordance with this section 13. Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or consents anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration. Airspan will recognize payments due to an involuntary, petition in bankruptcy or insolvency or petitions Distributor for reorganization under any bankruptcy law orders received up to ninety (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (3090) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry expiration of this Agreement, pursuant to its terms:. 13.7 Distributor acknowledges and agrees that: (a) Licensee Distributor has no expectation and has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the promotion of Airspan's Products will be recovered or recouped, or that Distributor shall immediately deliver to Licensor obtain any anticipated amount of Licensor’s Confidential Information provided hereunder profits by virtue of this Agreement; and (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee Distributor shall refrain from further use not have or acquire by virtue of such Confidential Information; andthis Agreement or otherwise any vested, proprietary, or other right in the promotion of Airspan's Products or in any goodwill created by its efforts hereunder. c) Licensee 13.8 This Section 13.8, as well as the provisions of Sections 9, 10, 11, 16, 17 and 18, shall forthwith pay all sums owing to Licensor hereundersurvive the termination of this Agreement. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.-------------------------------------------------------------------------------

Term and Termination. The term of 11.1 Unless otherwise agreed in a Sales Order Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall be commence on the Effective Date and shall continue for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Subscription Term, ; and later at (b) after the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunderInitial Subscription Term, the Agreement shall automatically renew for successive terms of five (5) years periods equal to the Initial Subscription Term (each a “Renewal TermsPeriod”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior either party gives written notice to the other Party to terminate this the Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (as the case may be), in which case the Agreement shall terminate at the end of the Initial Subscription Term or Renewal Period (as applicable). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice to the Customer if the Customer fails to pay any undisputed 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. 11.3 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving written notice to the other if: (a) (i) the other Party fails to pay an amount to party is in material breach of the other when due hereunder and such Agreement where the breach is not cured within thirty (30) days after written notice incapable of such breach is given to it by the other Party; remedy; or (ii) the other Party files a voluntary, or consents to an involuntary, petition party is in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part material breach of the other Party’s assets Agreement where the breach is capable of remedy and fails to remedy that breach within fourteen (14) days after receiving written notice of such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysbreach; or (ivb) the other Party fails party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to perform carry on business; or (c) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 11.4 On termination of the other material obligations set forth in this Agreement for any reason: (a) all licences granted by Qubit under the Agreement shall immediately terminate; (b) each party shall (and such default: (ithe Customer shall procure that any applicable Customer Affiliate and Third Party User shall) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given return or destroy as directed by the non-defaulting Party; or (ii) in other party and make no further use of any equipment, property, Confidential Information, the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder Products (including the Technology Script) and Documentationother items (and all copies of them) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying belonging to the completeness of same; b) Licensee shall refrain from further use of such Confidential Informationother party; and (c) Licensee the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall forthwith pay all sums owing to Licensor hereunder. Nothing not be affected or prejudiced. 11.5 For the avoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in this section 11 shall limit either Party’s rights or remedies available at lawwriting, in equity or otherwiseterminate the other Agreements.

Term and Termination. The 12.1 This Agreement and the Licence Agreement that is entered into on the same date shall become effective as from the date of signature and shall for each Product be concluded an initial term of this Agreement 5 years starting from its Launch Date and shall thereafter be for five (5) years (renewed automatically on an annual and Product-by-Product basis unless either party provides the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing other with not less than thirty (30) days 6 months' prior written notice of its intention not to renew. 12.2 Notwithstanding Clause 12.1 above, this Agreement may be terminated earlier in the expiration way and manner described below: 12.2.1 In the event that a Party to this Agreement should be dissolved, becomes insolvent, makes a voluntary or involuntary assignment of assets for the Initial Term benefit of creditors, be assigned in bankruptcy court, or otherwise be faced with circumstances reasonably warranting the conclusion that, that Party will not be able within the foreseeable future, to adequately comply with its obligations under this Agreement, then the other Party to this Agreement may terminate the Agreement immediately, by giving notice of its intention to terminate in writing, and without the Party thereby being terminated having any Renewal Term (the “Term”). entitlement to compensation under whatever title; 12.2.2 Either Party shall have the right on prior to terminate this Agreement upon three (3) months written notice to the other Party in the event of any (direct or indirect) voluntary, involuntary or compulsory change in the ownership of the other Party, without any entitlement to compensation under whatever title. This right of termination is in addition to and shall not limit TEVA's right to terminate under Article 10. 12.3 Notwithstanding Clause 12.1 above, this Agreement may be terminated earlier and in part on a Product-by-Product basis in the way and manner described below: 12.3.1 If one of the Parties to this Agreement commits a breach of any provision of this Agreement pertaining to a certain Product and fails to remedy such breach within forty-five (45) days after written notification of the breach by the Party not in default, then, the Party not in default shall have the right to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and in regard of that relevant Product. If it is apparent that such breach is not cured within thirty (30) days after capable of remedy, the Party not in default shall have the right to terminate this Agreement in regard of that relevant Product immediately on the date of its written notice notification of such breach is given to it by the other Partybreach; (ii) 12.3.2 In the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court event of competent jurisdiction, upon the application termination of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement upon three (3) months written notification by either Party pursuant to Clause 5.2 and such default: Article 10 and upon three (i3) in the case of a default which is remediable continues for a period of thirty (30) days after months written notice of such failure has been given notification by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry TEVA pursuant to Clause 4.2 of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The 9.1 This Agreement is effective from the Start Date as set out in the SOW and unless terminated earlier in accordance with this clause 9, shall continue for the term of as set out in the SOW. 9.2 Without prejudice to any rights that have accrued under this Agreement shall be for five (5) years (the “Initial Term”) andor any of its rights or remedies, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, either Party may terminate the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated with immediate effect by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior giving written notice to the other Party to terminate this Agreement if: (i) 9.2.1 the other Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 45 days after being notified in writing to do so; or 9.2.2 the other Party suspends, or threatens to suspend, payment of its debts; is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (being an amount individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; (being a partnership) has any partner to whom any of the foregoing apply; 9.2.3 any event occurs, or proceeding is taken, with respect to the other when due hereunder and such breach Party in any jurisdiction to which it is not cured within thirty (30) days after written notice subject that has an effect equivalent or similar to any of such breach is given to it by the other Party;events mentioned in clause 9.2.2; or (ii) 9.2.4 the other Party files a voluntarysuspends or ceases, or consents threatens to an involuntarysuspend or cease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period its business. 9.3 Any provision of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement will remain in full force and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry effect. 9.4 Termination of this Agreement, pursuant to its termsfor any reason, will not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 9.5 Upon termination of this Agreement for any reason: a) Licensee shall 9.5.1 Panoptics will immediately deliver cease provision of the Services and Deliverables; 9.5.2 the Customer will be liable to Licensor any pay on demand all reasonable charges, expenses or other costs sustained or incurred by Panoptics up until the effective date of Licensor’s Confidential Information provided hereunder termination of the Agreement (including without limitation with respect to the Technology Panoptics Equipment), subject to Panoptics confirming such charges, expenses or costs to the Customer in writing. 9.5.3 unless required to be retained by law, each Party will promptly return or destroy (at the disclosing Party’s option) and Documentationmake no further use of any equipment, property, materials and other items (and all copies of them) then belonging to the other Party; 9.5.4 the Customer will promptly return any Panoptics Equipment and in the event the Customer fails do so, Panoptics reserves the right to enter the Customer’s premises and take possession of such equipment. The Customer acknowledges and agrees until time as the Panoptics Equipment is back in Panoptics’ possession, the Customer is solely responsible for its safekeeping. 9.5.5 Panoptics may destroy or otherwise dispose of any Customer Materials in its possession or controlunless Panoptics receives, if anyno later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the most recent backup of the Customer data. Panoptics will use reasonable commercial efforts to deliver the backup to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Charges and other expenses outstanding at, and shall deliver a certificate resulting from, termination (whether or not due at the date of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith termination). The Customer will pay all sums owing to Licensor hereunder. Nothing reasonable expenses incurred by Panoptics in this section 11 shall limit either Party’s rights returning or remedies available at law, in equity or otherwisedisposing of Customer Materials.

Term and Termination. The term 9.1 This Agreement shall commence on acceptance of this Agreement by you and (subject to clause 6.1) shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined continue until terminated in accordance with this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement ifclause 9.1: (i) Sedex may, by written or electronic notice to you, terminate the other Party fails Agreement with immediate effect if for any reason you cease to pay be an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other PartyAAC; (ii) Either Party may terminate the other Party files a voluntaryAgreement by giving at least 30 days’ or one calendar month’s written notice (whichever is longer) to the other, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days)convenience; (iii) there is an orderEither Party may, judgment or decree by a court of competent jurisdictionwritten notice to the other, upon terminate the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in Agreement with immediate effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform if any of the following events occurs: i. the other material obligations set forth in breaches any term of this Agreement and such default: (i) in breach is incapable of remedy or, if the case of a default which breach is remediable remediable, it continues for a period of thirty (30) days after written notice of such failure requiring it to be remedied has been given to the Party in breach; or ii. the other Party gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other Party shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other Party (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the non-defaulting Partyother or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt; and (iv) If Sedex ceases to allow an auditor to be a Sedex AAC, due to breach of the Sedex General Terms and Conditions, this Agreement shall automatically terminate at the same time and without any liability for Sedex, whether direct or indirect and including in relation to loss of profit or damage to goodwill or reputation. 9.2 Upon termination of this Agreement for any reason: (i) your right to access the Information Exchange and use the Virtual Assessment service shall cease without further action of the Parties; (ii) Sedex may remove any and all Data uploaded to the Information Exchange, in relation to Virtual Assessments performed by your organisation, save that Sedex shall retain a copy of the case Data for archival and quality assurance, purposes for a period of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information6 years following termination; and c(iii) Licensee you shall forthwith pay not be entitled to any return or rebate of any of the fees or charges paid under the Agreement and shall remain liable for all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights outstanding and overdue fees or remedies available at law, in equity or otherwisecharges.

Term and Termination. The term of this 9.1 This Agreement shall be commence on the Licence Start Date and continue for five (5) years a period of 12 months (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement thereafter shall automatically renew for successive terms additional periods of five (5) years 12 months (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of Term” and the Initial Term or together with any Renewal Term (Terms shall be the “Term”). Either Party party may notify the other that they do not wish for the Agreement to be automatically renewed by sending, in accordance with clause 15.1, a written notice headed “Notice of non-renewal” at least sixty (60) days prior to the end of the Term. If neither party has served such a notice sixty (60) days prior to the end of the Term then the Term shall have automatically extend by an additional Renewal Term regardless of any commercial negotiations that may be ongoing. The contract terms applying to any Renewal Term shall remain unchanged except for any changes made in accordance with clauses 4.2 or 4.7. 9.2 The parties agree that any trial, evaluation or free period of use of the right Software shall end on prior the Licence Start Date. 9.3 If either party breaches this Agreement in any material respect, the other party may give written notice to the other Party breaching party of its intent to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder terminate, and if such breach is not cured within thirty (30) days after written notice the breaching party’s receipt of such notice, this Agreement shall terminate without any further notice required (but no cure period is required for any breach is given that cannot be cured). 9.4 Either party may terminate on immediate notice in writing to it by the other Party;if any of the following applies: (iia) any meeting of creditors of the other Party files party is held or any arrangement or composition with or for the benefit of its creditors (including where the directors of a voluntarycompany (other than one which is in administration or being wound up) may make a proposal to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs) is proposed or entered into by or in relation to the other party (other than for the purpose of a bona fide solvent re-construction, re-organisation or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) daysamalgamation); (iiib) there the other party ceases or threatens to cease carrying on business or is an orderor becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or other applicable legislation; (c) a nominee, judgment or decree by a court of competent jurisdictionsupervisor, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee administrator, administrative receiver or liquidator of all or a substantial part is appointed in respect of the other Party’s 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 and such order, judgment of the other party; (d) an order is made for the bankruptcy or decree continues winding-up of the other party or a resolution for its winding up is passed; (e) a notice of intention to appoint an administrator is filed with the court or served on any creditor of the other party; (f) an application for an administration order is issued at court in effect respect of the other party; (g) a meeting is convened for the purpose of considering a period resolution for the winding up of thirty (30) consecutive daysthe other party or the making of an application for an administration order or the dissolution of the other party; or (ivh) the other Party fails any event analogous to perform any of the other material obligations set forth clauses 9.4(a) to (g) above occurs in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. any jurisdiction. 9.5 Upon the any termination or expiry of this Agreement, pursuant to its terms: (a) the rights and licences granted to Licensee herein shall terminate; (b) Licensee shall immediately deliver cease all use of, and uninstall the Software and Proven Works may take steps to Licensor disable the use of the Software by Licensee; (c) the Licensee will promptly pay any outstanding and unpaid invoices due for the Software licences, Services or any Third Party Services whether the invoice was submitted before or after the termination of Licensorthis Agreement; (d) Proven Works will cease using Licensee’s data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Licensee (unless European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Licensee’s data or an exemption under GDPR applies); and (e) the parties will return or destroy (at the option and request of the disclosing party) any Confidential Information provided hereunder (including belonging to the Technology and Documentation) then other party in its possession or control. 9.6 The termination or expiry of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the parties existing at termination and 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. Clauses 1, 4, 6, 7, 8, 9 and 11 shall survive any termination or expiry of this Agreement. 9.7 Without prejudice to any other rights Proven Works may have, if anyProven Works terminates this Agreement pursuant to clauses 9.3 or 9.4 or accepts the Licensee’s repudiation of the Agreement, and shall deliver a certificate then Licensee will pay Proven Works the fees that would, but for the termination or repudiation, have fallen due during the remainder of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseTerm.

Term and Termination. 12.1. The term of this Agreement shall be for five (5) years (commence on the “Initial Term”) Effective Date and, provided that at unless terminated earlier in accordance with its terms, this Agreement shall continue in force, on a country-by-country basis, until the end expiration, lapse or invalidation of the Initial Termlast remaining (i) Manufacturing Patent (expiry 4 July 2023) for use, offer for sale, sale, export or import of the Product in the Territory or (ii) or any Patent. Clause 2.1(a) of this Agreement which grants MPP a non-exclusive license under the Manufacturing Patent shall expire upon expiry, lapse, or invalidation of the Manufacturing Patent (expiry 4 July 2023), and later at clause 2.1(a) of this Agreement which grants MPP a non-exclusive license under the end Patents and clause 2.1(b) of each Renewal Term (this Agreement shall continue in force on a country-by-country basis pursuant to Clause 12.1 after such expiry, lapse or invalidation of the Manufacturing Patent as defined applicable. 12.2. If Novartis believes that MPP is in this section) Licensee has paid all Royalties owing breach of its obligations hereunder, the Agreement then Novartis may deliver notice of such breach to MPP, and MPP shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than have thirty (30) days prior from such notice to the expiration cure such breach. If MPP fails to cure that breach within such time period, then Novartis may terminate this Agreement effective on written notice of the Initial Term or any Renewal Term (the “Term”)termination to MPP. 12.3. Either Party shall have the right on prior may terminate this Agreement in accordance with Clause 14 “Force Majeure”. 12.4. Either Party may immediately terminate this Agreement at any time upon written notice to the other Party to terminate this Agreement if: (iA) the such other Party fails is unable to pay an amount to the other its debts when due hereunder and such breach or (being a company) is not cured deemed unable to pay its debts within thirty (30) days after written notice the meaning of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part section 123 of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysInsolvency Act 1986; or (ivB) a petition is filed, a resolution is passed, or an order is made, for or in connection with the winding-up of such other Party other than for the sole purpose of a scheme for a solvent amalgamation of such other Party with one or more other companies or the solvent reconstruction of that other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or (C) an application is made to court, or an order is made, for the appointment of an administrator, or if an administrator is appointed over such other Party, if not dismissed, bonded or stayed within forty-five (45) days, to the extent applicable; or (D) any event occurs, or proceeding is taken, with respect to the other Party fails in any jurisdiction to perform which it is subject that has an effect equivalent or similar to any of the other material obligations set forth events mentioned in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseClause 12.4.

Term and Termination. 8.1 The initial term of this the Agreement shall be will begin on the Effective Date, continue for five three (53) years (the “Initial Term”) and, provided that at the end of the Initial Termyears, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms succeeding one (1) year terms; provided that (i) HI may terminate this Agreement effective March 31, 2000 by giving written notice to Excite@Home on or before March 31, 2000 in the event that HI has not completed an initial public offering of five its shares on or before March 20, 2000, and (5ii) years after the initial three (each 3) year term either party may terminate this Agreement without cause by giving the other at least one hundred twenty (120) days prior written notice of its intention to terminate. If termination occurs due to failure to complete a “Renewal Terms”public offering, or during any annual renewal term, the Unique and Completed Names to be provided and the Fee to be paid shall be pro rated based upon the portion of the year during which this Agreement remains in effect. 8.2 The parties may terminate the Agreement as follows: (i) unless terminated by Licensee in writing not less than either party may terminate this Agreement upon the (a) material breach of the other party, if such breach remains uncured for thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior following written notice to the other Party to terminate this Agreement if: breaching party, (ib) dissolution or liquidation of the other Party fails to pay an amount to party, or (c) bankruptcy or other proceeding for the relief of debts by the other when due hereunder and such breach party that is not cured dismissed within thirty (30) days after written notice of such breach is given to it by the other Party; days, (ii) ATHM may terminate this Agreement upon the other Party files a voluntaryfailure by HI to provide monthly payments due to ATHM pursuant to Section 4.2 within two (2) weeks after receipt of written notice that such payment is past due, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, HI may terminate this Agreement upon the application failure by ATHM to provide HI with the required number of Unique Names and Completed Names pursuant to Section 4. In addition to termination, the terminating party shall be entitled to any other remedy available at law and equity (subject to the provisions of Sections 11, 13.2 and 13.3), it being understood that damages may not be a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part sufficient remedy because of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any unique nature of the benefits to be derived under this agreement, and injunctive and other material obligations set forth in equitable relief may be appropriate. A party shall not be required to terminate this Agreement prior to seeking to enforce its legal and such default: (i) in the case equitable rights hereunder. 8.3 All sections of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given this Agreement which, by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the their nature should survive termination or expiry of this Agreement, pursuant shall survive, including, without limitation, Sections 1, 2, 3, 6.1, 6.2, 6.3, and 8 through and including 14. The ownership rights as to its terms:Unique and Completed Names, for which the Fee has been paid, granted to HI in Sections 2 and 6, are perpetual and shall survive termination or expiration of this Agreement. a) Licensee 8.4 Upon any termination of this Agreement, each party shall immediately deliver promptly return to Licensor the other party any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentationall copies thereof) then of such other party in its possession or control, if any, provided that HI shall be entitled to retain Unique Names and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor Data owned by it hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The term 11.1 This Agreement is effective beginning with the Effective Date and shall extend with respect to the provision of this Agreement shall be for five (5) years (Services until the “Initial Term”) and, provided that at the end later of Regulatory Approval of the Initial Term, Licensed Product in the US or in the EU and later at with respect to the end payment of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to royalties hereunder until the expiration of the Initial Term or any Renewal Term last-to-expire Specified Term, unless sooner terminated as provided in this Article 11 (the “Term”). Either . 11.2 A Party shall have the right on prior written be entitled to terminate this Agreement with immediate effect by giving notice in writing to the other Party to terminate this Agreement if: (i) the other Party fails to pay an any amount due under this Agreement on the due date for payment and remains in default not less than [**] days after being notified in writing to make such payment, provided that, if the paying Party in good faith disputes any such amount, provides notice of such dispute to the other when due hereunder Party, institutes dispute resolution pursuant to Article 12 and pays all undisputed amounts prior to the end of such breach is [**] day period, this Agreement shall not cured terminate if the paying Party pays all amounts finally determined to be payable in such dispute resolution within thirty (30) [**] days after written notice of such breach is given to it by the other Party;final determination; or (ii) the other Party files commits a voluntary, or consents material breach of its obligations under this agreement and (if such breach is remediable) fails to an involuntary, petition remedy that breach within a period of [**] days after receipt of notice in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);writing requiring it to do so; or (iii) there the other Party becomes insolvent, or if an interim order is an orderapplied for or made, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part voluntary arrangement approved, or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed over any of the other Party’s assets and such or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to prevent a winding-up petition or make a winding-up order, judgment or decree continues other similar or equivalent action is taken against or by the other Party by reason of its insolvency or in consequence of debt, or if the other party makes any arrangement with its creditors. 11.3 Genable shall have a unilateral right to terminate this Agreement without cause by giving Spark ninety (90) days prior written notice to that effect. 11.4 In the event that this Agreement is terminated by Genable at any point in time pursuant to Paragraph 4.6 or Paragraph 11.2, then: 11.4.1 if such termination occurs prior to the [**], the royalty payable to Spark pursuant to Paragraph 6.1 shall cease with immediate effect for a period of thirty (30) consecutive daysand no further payment shall thereafter be due to Spark pursuant to this Agreement; or 11.4.2 if such termination occurs after the [**], the royalty payable to Spark pursuant to Paragraph 6.1 shall be reduced to [**] percent (iv[**]%) the other Party fails to perform any of the other material obligations royalty that would be applicable in the absence of such termination and Genable’s obligation to pay such reduced royalty shall survive termination of this Agreement; or 11.4.3 if such termination occurs after the [**], the royalty payable to Spark pursuant to Paragraph 6.1 shall be reduced to [**] percent ([**]%) of the royalty that would be applicable in the absence of such termination and Genable’s obligation to pay such reduced royalty shall survive termination of this Agreement; or 11.4.4 if such termination occurs after the [**], the royalty payable to Spark pursuant to Paragraph 6.1 shall not be reduced and Genable’s obligation to pay such full royalty shall survive termination of this Agreement. The royalty reductions set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or controlParagraph 11.4, if any, shall be in lieu of any claim for damages that Genable might otherwise have the right to make based on the circumstances giving rise to Genable’s termination pursuant to Paragraph 4.6 or Paragraph 11.2 and shall deliver a certificate constitute Genable’s sole and exclusive remedy therefor. 11.5 Termination of an officer this Agreement will not relieve any party from any obligation that has accrued prior to termination. 11.6 The following provisions of Licensee certifying the completeness of same; b) Licensee this Agreement shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at lawsurvive termination: 4.8, in equity or otherwise.6, 7, 8, 10, 11.4, 11.5, 13.5, 13.8,

Term and Termination. (a) The term of this Agreement shall be commence on the Effective Date and shall continue for five a period of one (51) years year, or until this Agreement is terminated by a party under subsections (the “Initial Term”b), (c), or (d) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the below. This Agreement shall automatically renew for successive terms additional periods of five one (51) years year each unless either party provides written notice at least sixty (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (3060) days prior to the expiration end of the Initial Term then current term. (b) Either the WVHIN or the Participant may terminate this Agreement at any Renewal Term time without cause upon sixty (60) days advance written notice to the “Term”). other. (c) Either Party shall have the right on prior WVHIN or the Participant may terminate this Agreement immediately upon written notice to the other Party party if either party determines that its continued participation in this Agreement would cause it to violate any federal or state law or regulation applicable to it, or would place it at material risk of suffering any sanction, penalty, or liability. Likewise, either the WVHIN or the Participant may terminate this Agreement if: (i) the other Party fails to pay an amount immediately upon written notice to the other when due hereunder if the other party ceases operations. (d) In the event that either party is in material violation of the terms of this Agreement, and such breach material violation is not cured within thirty (30) days after receipt of written notice of such breach is given to it by material violation from the other Partyparty, then the other party may terminate this Agreement immediately upon further written notice. (e) Upon the termination of this Agreement for any reason: (i) the WVHIN shall immediately cease providing access to the HIE for the Participant and its Authorized Users, and the Participant and its Authorized Users shall stop accessing the HIE; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (Participant shall be removed from the WVHIN Provider Directory and such is not dismissed within ten (10) days);from the WVDirect Directory; and (iii) there is an order, judgment or decree by a court the parties shall promptly comply with the requirements of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues their Business Associate Agreement contained in effect for a period of thirty (30) consecutive days; orAttachment C. (ivf) the other Party fails to perform any Upon termination of the other material obligations set forth in this Agreement for any reason, neither party shall have any further obligations hereunder except for obligations accruing prior to the effective date of termination, and such default: (i) in except for obligations, promises, or covenants contained herein which by their terms extend beyond the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry term of this Agreement, pursuant including without limitation Sections 1, 4, 5, 6, 7, and 8 of the Agreement, Sections 12, 15, 18(e), 18(f), 18(g), 19, and 24(c) through 24(i) of these Terms and Conditions, and Attachment C. (g) All accrued fees due and payable to its terms: athe WVHIN as of the effective date of termination shall be paid by the Participant within sixty (60) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or controldays following said effective date. Conversely, if anythe Participant has prepaid any fees as of the effective date of termination, and the Participant shall deliver be paid a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use pro rata refund of such Confidential Information; and cprepayment within sixty (60) Licensee days following said effective date. Each party shall forthwith pay return all sums owing Proprietary Information belonging to Licensor hereunder. Nothing the other within sixty (60) days of the effective date of termination, or certify its destruction in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisewriting to the other.

Term and Termination. 21.1 The term Subscription Term shall commence on Subscription Start Date listed in the Sales Order and, unless terminated earlier in accordance with the terms of this Agreement Agreement, shall be continue in force for five (5) years the period set forth in the Sales Order (the “Initial Term”) and, provided that ). This Agreement shall renew automatically at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for additional successive terms of five (5) years (each a the “Renewal TermsTerm/s”) at Cora’s then current terms and pricing, unless terminated notice is given by Licensee in writing not less than thirty either party one hundred eighty (30180) days prior to the expiration of expiration. The Renewal Term shall be equal in length to the Initial Term or any Renewal Term (unless otherwise stated in the “Term”). Sales Order. 21.2 Either Party shall have the right on prior party may terminate this Agreement) with immediate effect by giving written notice to the other Party to terminate this Agreement party if: a) if the other party commits a material breach of any term of this Agreement which breach is irremediable or (iif such breach is remediable) fails to remedy that breach within a period of thirty days after being notified in writing to do so. b) an insolvency type event affecting either Party; c) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntarysuspends or ceases, or consents threatens to an involuntarysuspend or cease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of its business. 21.3 In the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in event this Agreement is terminated for cause, all Sales Order and such default: (i) in Statements of Works that have been placed under the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable defaultAgreement shall terminate automatically. Except as provided herein, each party’s further rights and obligations cease immediately upon notice. Upon the on termination or expiry of this Agreement, pursuant to its terms: a) Licensee . Termination of this Agreement shall not prejudice any rights of either party which may have arisen on or before the date of termination. Upon termination Customer shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all unpaid sums owing under any terminated Sales Order or Statements of Work as well as any amounts that have accrued prior to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at lawtermination and related taxes and expenses. 21.4 If the Agreement is terminated by the Customer within the Initial Term, in equity or otherwisethe remainder of the license fees for the Subscription Term become due and owing.

Term and Termination. The term of this Agreement shall be commence upon the Effective Date and shall continue for five three (53) years from the Launch Date (the “Initial "Term”) and"), provided that at the end unless previously terminated as set forth below. The first year of the Initial TermTerm shall end twelve months after the Launch Date. The second year of the Term shall end twenty-four months after the Launch Date, and later at so on. (a) During the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) Any party may terminate this Agreement at any time: (A) immediately upon written notice if another party becomes insolvent, files a petition in bankruptcy or makes an assignment for the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within benefit of its creditors; or (B) thirty (30) days after the written notice to another party of such other party's breach of any of its material obligations under this Agreement, which breach is given not remedied within such 30-day period. Such termination shall not relieve the party in breach from liability for the performance of its obligations prior to such termination and shall be in addition to all other rights and remedies the terminating party may have available to it by the other Partyunder this Agreement or at law or in equity; (ii) Lycos or Tripod's failure to meet the Launch Date shall constitute a breach of a material obligation under this Agreement. (iii) CDnow shall have the right to terminate this Agreement upon thirty (30) days written notice in the event that Lycos enters into any merger, acquisition, transfer of control, sale of substantial assets or similar transaction with any Competitor. (b) Upon the termination or expiration of this Agreement, each party will: (i) immediately cease any and all use of the other Party files a voluntaryparties intellectual property, or consents to an involuntaryincluding, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law without limitation, the other party's trademarks, tradenames, service marks, and other proprietary indicia; and (and such is not dismissed ii) promptly (within ten (10) days);) return all assets (digital, proprietary or otherwise) belonging to the other. (iiic) there is an order1, judgment or decree by a court of competent jurisdiction3(b)(ii), upon the application of a creditor3(b)(iii), approving a petition seeking reorganization or appointing a receiver3(b)(v), trustee or liquidator of all or a substantial part of the other Party’s assets 3(b)(vii), 3(b)(viii), 3(c), 7, 11(b), 11(C), 14, 15 and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the 16 shall survive termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. 17.1 The initial term of this Agreement shall be for five (5) years (the “Initial Term”) andbegins on ____________, provided that at 2016 (the “Commencement Date”), and continues for a period of seven Contract Years, unless extended as hereinafter provided. 17.2 At the end of the Initial Termseventh Contract Year, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each then continue on a “Renewal Terms”) year to year basis unless terminated cancelled by Licensee in writing either Party by delivering not less than thirty (30) days prior 180 days’ notice to the expiration of the other Party. The Initial Term or and any Renewal Term such renewal term shall collectively be (the “Term”). . 17.3 A Party may terminate this Agreement during the Term under the following circumstances: (a) Either Party fails to pay any sum owed by it to the other Party under this Agreement within 15 days of the delivery to the defaulting Party of a notice of default; provided, however, that neither Party shall have a right to terminate this Agreement under this Section 17.3(a) with respect to any disputed amounts that remain outstanding in accordance with Section 3.3 of this Agreement. (b) The Parties may terminate this Agreement by execution of a written agreement signed by authorized representatives of both Parties, in which event the right termination shall be effective on the date specified in such agreement. (c) Either Party may terminate this Agreement in the event of a material breach of this Agreement (other than for failure of payment to which Section 17.3(a) shall apply) by the other Party upon not less than 30 days prior written notice to such defaulting Party unless such breach has been cured within 30 days from receipt by the other defaulting Party to of such notice. (d) Either Party may terminate this Agreement if: (i) Agreement, in its entirety or with respect to a portion of the other Party fails to pay an amount to applicable Terminal only, in accordance with the other when due hereunder and such breach is not cured within thirty (30) days after written notice provisions of such breach is given to it by the other Party; (ii) the other Party files a voluntarySections 4.6, 4.7, 12.3, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under Section 26 of this Agreement. 17.4 Upon any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant Customer shall arrange the removal of all Product from the applicable Terminal. Customer agrees to reimburse Owner for the actual costs of such removal, which shall include the expense of any necessary cleaning and restoration to their previous condition of the Terminals, plus a 10% administrative fee. 17.5 Each Party’s obligations under this Agreement shall end as of the effective date of its terms: termination in accordance with this Agreement; provided, however, that each Party shall remain liable to the other hereunder with respect to (a) Licensee shall immediately deliver any obligations accruing under this Agreement prior to Licensor the effective date of such termination, including any of Licensor’s Confidential Information indemnification obligations provided hereunder or (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing as otherwise provided in this section 11 Agreement. Notwithstanding anything in this Agreement to the contrary, Section 2.7, Section 2.8, Section 7, Section 8.2, Section 17.4, this Section 17.5, Section 20, Section 21, Section 23, Section 24 and Section 27 shall limit either Party’s rights survive the expiration or remedies available at law, in equity or otherwisetermination of this Agreement.

Term and Termination. (a) The term terms of this Agreement shall be begin on the Effective Date, and shall continue for five (5) years a period through and including December 31, 2007 (the “Initial Term”"INITIAL TERM") and, unless sooner terminated as provided that at the end below. Upon expiration of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing either party by notice of termination given not less than thirty sixty (3060) days prior to the expiration of the Initial Term or Term, this Agreement shall automatically renew for successive one (1) year terms (each a "RENEWAL TERM"). During any Renewal Term, either party may terminate this Agreement, effective at the end of such Renewal Term by notice of termination given not less than sixty (60) days prior to the “expiration of such Renewal Term”). Either Party shall have the right on prior . (b) This Agreement may be terminated by a party for cause immediately by written notice to upon the other Party to terminate this Agreement if: occurrence of any of the following events: (i) if the other Party ceases to do business, or otherwise terminates its business operations; (ii) if the other shall fail to promptly secure or renew any material license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days; (iii) if the other breaches any material provision of this Agreement and fails to pay an amount to the other when due hereunder and fully cure such breach is not cured within thirty (30) days after of written notice of such breach is given to it by describing the breach; or (iv) if the other Party; (ii) becomes insolvent, or seeks protection under any bankruptcy, receivership, trustee, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or. (ivc) Notwithstanding anything to the other Party fails to perform any of the other material obligations set forth contrary in this Agreement and such default: Section 9(b), (i) in CMSI shall not terminate this Agreement so long as any Shared Financial Institution is subscribing to the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by Service via the non-defaulting Party; or CMSI System and (ii) in this Agreement shall automatically terminate if during any Renewal Term the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseparties have no Shared Financial Institutions.

Term and Termination. The 10.1 Subject to the termination provisions contained in this Agreement, the term of this Agreement shall be twelve (12) months from the Effective Date and thereafter shall continue in effect for five (5) years (the “Initial Term”) andconsecutive 180 day terms, provided that at the end of the Initial Termunless, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty sixty (3060) days prior to the expiration end of the Initial Term or any Renewal Term (renewal term, either Party notifies the “Term”)other Party of its intent to terminate this Agreement or renegotiate a new agreement. In the event of such renegotiation, this Agreement shall remain in effect until such time that a new agreement becomes effective. 10.2 Notwithstanding 9.1, this Agreement shall be terminated in the event that: a) the FCC revokes, cancels, does not renew or otherwise terminates SPRINT's authorization to provide CMRS in the area served by ▇▇▇▇▇▇▇▇▇, or the Commission revokes, cancels, or otherwise terminates ▇▇▇▇▇▇▇▇▇'▇ certification to provide local service; b) either Party becomes bankrupt or insolvent, makes a general assignment for the benefit of, or enters into any arrangement with creditors, files a voluntary petition under any bankruptcy, insolvency or similar laws, or proceedings are instituted under any such laws seeking the appointment of a receiver, trustee or liquidator instituted against it which are not terminated within 60 days of such commencement. 10.3 Either Party shall have the right on prior to terminate this Agreement upon written notice to the other Party to terminate in the event: a) a Party is in arrears in the payment of any undisputed amount due under this Agreement if: (i) for more than 90 days, and the other Party fails to does not pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed sums within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part business days of the other Party’s assets and such order, judgment or decree continues 's demand for payment; b) a Party is in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any material breach of the other material obligations set forth in provisions of this Agreement and such default: (i) in the case of a default which is remediable that breach continues for a period of thirty (30) days after written notice the other Party notifies the breaching Party of such failure has been given by breach, including a reasonably detailed statement of the non-defaulting Party; or (ii) in nature of the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisebreach.

Term and Termination. The term of ‌ 14.1 This agreement shall, unless otherwise terminated as provided in this Agreement clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for five successive periods of 12 months (5each a Renewal Period), unless: (a) years (either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 30 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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”). Either Party shall have the . 14.2 Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) the other Party party fails to pay an 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 when due hereunder and party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 7 days after written notice of such breach is given being notified in writing to it by the other Partydo so; (iic) the other Party files party repeatedly breaches any of the terms of this agreement in such a voluntary, manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or consents ability to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days)give effect to the terms of this agreement; (iiid) there the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is an order, judgment or decree by a court of competent taken in another jurisdiction, upon in connection with any analogous procedure in the application of a creditorrelevant jurisdiction; (e) the other party suspends, approving a petition seeking reorganization or appointing a receiverthreatens to suspend, trustee or liquidator of ceases or threatens to cease to carry on all or a substantial part of its business. 14.3 Without prejudice to any other rights or remedies to which ODS may be entitled, ODS may immediately on notice to the other Party’s assets and Customer terminate the Agreement without liability (subject to Error! Reference source not found.) to the Customer if: (a) ODS’ agreement with SAP terminates for any reason; (b) there is a change of control of the Customer such orderthat control of the Customer is acquired by, judgment or decree continues in effect for the Customer or a period member of thirty (30) consecutive daysits Group acquires control of, a competitor of ODS; or (ivc) the Customer develops software or services that are competitive with the Software or the Services. 14.4 In the event that ODS terminates this Agreement under clause 14.3(a) part way through the Initial Subscription Term or any Renewal Period (as applicable), ODS shall refund to the Customer Annual Subscription Fees pro-rated to the unexpired remainder of the Initial Subscription Term or then current Renewal Period (as applicable). 14.5 On termination of this agreement for any reason: (a) all rights and licences granted to use the Services under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other Party fails items (and all copies of them) belonging to perform the other party; (c) ODS may destroy or otherwise dispose of any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Customer Data in its possession or controlunless ODS receives, if anyno later than ten days after the effective date of the termination of this agreement, and a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. ODS shall use reasonable commercial endeavours to deliver a certificate the back-up to the Customer within 30 days of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use its receipt of such Confidential Informationa written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ODS in returning or disposing of Customer Data; and c(d) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. The term of 2.14.1. This agreement shall, unless otherwise terminated as provided in this Agreement Schedule 2, paragraph 2.14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for five (5a successive Renewal Periods, unless: i) years (either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 60 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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 ii) otherwise terminated in accordance with the “provisions of this agreement; iii) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term”). 2.14.2. Either Party shall have the Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (i) the other Party party fails to pay an any amount to due under this agreement on the other when due hereunder date for payment and such breach is remains in default not cured within thirty (30) less than 14 days after written notice of being notified in writing to make such breach is given to it by the other Partypayment; (ii) the other Party files party commits a voluntarymaterial breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so; iii) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; iv) the other party suspends, or consents 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; v) 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; vi) a petition is filed, a notice is given, a resolution is passed, or an involuntaryorder is made, petition for or in bankruptcy 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 insolvency more other companies or petitions the solvent reconstruction of that other party; vii) an application is made to court, or an order is made, for reorganization under the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; viii) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; ix) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; x) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any bankruptcy law (part of the other party's assets and such attachment or process is not dismissed discharged within ten 14 days; xi) 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 Schedule 2, paragraph 2.14.2.iv) to Schedule 2, paragraph 2.14.2.x) (10) daysinclusive); (iiixii) there is an orderthe other party suspends or ceases, judgment or decree by a court of competent jurisdictionthreatens to suspend or cease, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysits business; or xiii) there is a change of control of the other party; or 2.14.3. On termination of this agreement for any reason: i) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; ii) each party shall return and make no further use of any equipment, property, Documentation and other items (ivand all copies of them) belonging to the other party; iii) the other Party fails to perform Supplier may destroy or otherwise dispose of any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Customer Data in its possession or controlin accordance with Schedule 2, if anyparagraph 2.5.4.iii), and unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver a certificate the back- up to the Customer within 30 days of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use its receipt of such Confidential Informationa written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and civ) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. 13.1 The term of Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date, and shall continue for the Initial License Term and, thereafter, the Agreement shall be automatically renewed for five successive periods of 12 months (5) years (the each a “Initial TermRenewal Period”) andunless: 13.1.1 either Party notifies the other Party of termination, provided that in writing, at least ninety (90) days before the end of the Initial TermLicense Term or any Renewal Period, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, which case the Agreement shall automatically renew terminate upon expiry of the applicable Initial License Term or Renewal Period; or 13.1.2 otherwise terminated in accordance with these terms and conditions, and the Initial License Term together with any subsequent Renewal Periods shall constitute the “License Term”. 13.2 Without affecting any other right or remedy available to it, either Party may terminate this agreement with immediate effect by giving written notice to the other Party if: 13.2.1 the other Party fails to pay any amount due under this Agreement on the due date for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee payment and remains in writing default not less than thirty (30) days prior after being notified in writing to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to make such payment; 13.2.2 the other Party to terminate commits a material breach of any other term of this Agreement if: which breach is irremediable or (i) the other Party fails to pay an amount to the other when due hereunder and if such breach is not cured within thirty (30remediable) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for remedy that breach within a period of thirty (30) days after being notified in writing to do so; 13.2.3 the other Party becomes insolvent or unable to pay its debts as they fall due or become subject to, or takes any steps to invoke, any law, proceedings, procedure or third party action preliminary or relating to its insolvency, winding-up, liquidation, administration or receivership (or any analogous proceedings in any jurisdiction) or any enforcement of any security against such Party, or to a rescheduling, composition or arrangement in respect of any of the Party’s debts; or 13.2.4 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 13.3 Upon termination of this Agreement for any reason: 13.3.1 all licences granted to the Customer and the provision of all Services to the Customer shall cease; 13.3.2 the Customer must immediately cease accessing Bleepa and notify Authorised Users of the termination of this Agreement; and 13.3.3 the Customer agrees to pay Feedback for the Services which have been performed by Feedback in accordance with this Agreement. 13.4 At the written notice request of such failure has been given the Customer within ninety (90) days of expiry or earlier termination of this Agreement: 13.4.1 all data (excluding Personal Data), documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services, including without limitation relating to patients or Authorised Users, and all other items provided on loan or otherwise to Feedback by the non-defaulting PartyCustomer shall be delivered by Feedback to the Customer provided that Feedback shall be entitled to keep copies to the extent that: (a) the content does not relate solely to the Services; (b) Feedback is required by Law to keep copies; or (iic) Feedback was in possession of such data, documents and records prior to the case Commencement Date; and 13.4.2 any Personal Data Processed by Feedback on behalf of a non-remediable default, immediately upon notice. Upon the Customer shall be returned to the Customer or destroyed in accordance with the relevant provisions of Appendix 1. 13.5 Nothing in this Agreement shall oblige Feedback to retain any of the User Content after ninety (90) days following expiry or termination or expiry of this Agreement, pursuant . 13.6 The expiry or earlier termination of this Agreement shall not affect any obligations which expressly or by implication are intended to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then come into or continue in its possession force on or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of after such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights expiry or remedies available at law, in equity or otherwiseearlier termination.

Term and Termination. The term of 14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for five successive periods of 12 months (5) years (each a “Renewal Period”), unless: 14.1.1 either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 30 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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 14.1.2 otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Term”). Either Party shall have the . 14.2 Without affecting any other right on prior or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (i) 14.2.1 the other Party party fails to pay an 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; 14.2.2 the other when due hereunder and party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days after written notice of such breach is given being notified in writing to it by do so; 14.2.3 the other Party; (ii) the other Party files a voluntary, party makes or consents proposes to an involuntary, petition in bankruptcy make any arrangement or insolvency composition with its creditors or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing has a receiver, trustee administrative receiver, administrator, liquidator, manager or liquidator similar officer appointed in respect of all or any part of its assets or passes a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of the obligations of the relevant party under this Agreement), or (in the case of an individual) commits any act of bankruptcy or dies, or (in the case of a partnership) is dissolved, or undergoes or suffers any analogous acts or proceedings under any foreign law; 14.2.4 if the other party shall commit any act or bankruptcy, shall have a receiving other made against it, shall make or negotiate for any composition or arrangement with or assignment for the benefit of its creditors or if the other party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertakings or assets appointed, shall be deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts, or shall cease to carry on business; or 14.2.5 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; 14.2.6 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; 14.3 On termination of this Agreement for any reason: 14.3.1 all licences granted under this Agreement shall immediately terminate; 14.3.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party’s assets and such order, judgment party; 14.3.3 SDS may destroy or decree continues in effect for a period otherwise dispose of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth Customer Data in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) its possession unless SDS receives, no later than ten days after written notice the effective date of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. SDS shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use receipt of such Confidential Informationa written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by SDS in returning or disposing of Customer Data; and c) Licensee 14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing not be affected or prejudiced. 14.4 If the Customer shall terminate the Agreement pursuant to Licensor hereunder. Nothing in this section 11 clause 14.2 SDS shall limit either Party’s rights or remedies available at law, in equity or otherwiserefund that proportion of the Subscription Fees which is attributable to the unexpired term of the Agreement up to and including the next anniversary of the Renewal Date.

Term and Termination. The This Agreement is effective as of the Effective Date and, unless otherwise agreed to by the parties in writing, will have the initial subscription term of this Agreement shall be for five one (51) years (the “Initial Term”) andyear. Thereafter, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall it will automatically renew for successive renewal subscription terms of five equal length to its initial subscription term, unless either party provides the other party with written notice of non-renewal at least sixty (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (3060) days prior to the expiration of the Initial Term or any Renewal Term (then-current subscription term. The initial subscription term and all renewals are referred to collectively as the “Subscription Term”). Either Party shall Notwithstanding the foregoing, Software provided on an Evaluation Basis will, unless otherwise agreed in writing, have the right on prior written notice to the other Party to a term of thirty (30) days. In addition, either party may terminate this Agreement if: (i) on written notice if the other Party party (a) fails to pay an amount to the other when due hereunder and such cure any material breach is not cured of this Agreement within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) days in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Partypayment or in the event Licensee breaches any license or use restrictions); (b) ceases operation without a successor; or (iic) in seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within ninety (90) days thereafter). With respect to Customer’s breach of its payment obligations, or any license or use restrictions, electronic notice to Customer is sufficient hereunder. Any termination of this Agreement shall also terminate the case of a non-remediable default, immediately upon noticelicenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software, and shall, if requested by Licensor, so certify to Licensor in writing that such actions have occurred. Sections 2 and 4 through 14, and all accrued rights to payment, shall survive termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The term of 11.1 This Agreement shall become effective on the Effective Date. Unless sooner terminated as provided for below, this Agreement shall be for five continue in effect, on a county-by-country basis, until (5a) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term last to expire of any Patent Rights, or (b) ten (10) years from the date of the first commercial sale in countries where no Patent Rights exist 11.2 Licensee shall have the right to terminate this Agreement in whole or in part anytime after three (3) years from the Effective Date by giving Northwestern ninety (90) days written notice. 11.3 Northwestern shall have the right to terminate or render this license non-exclusive at any time after three (3) years from the Effective Date if, in Northwestern's reasonable judgement, Licensee a) has not put the Licensed Product into commercial use in the Territory in the Field, directly or through a sublicensee, thereby not making the Licensed Product available to the public, or b) is not demonstrably engaged in research, development, manufacturing, marketing as appropriate, directed towards this end. 11.4 The provisions of Article III (Confidentiality), Article VI (Payments, Reports and Records), Article X (Product Liability) and Article XIII (Dispute Resolution) shall survive termination or expiration of this Agreement in accordance with their terms. 11.5 If(l) either Party breaches any material obligation imposed by this Agreement; (2) either Party makes any general assignment for the benefit of its creditors; (3) a petition is filed by or against either Party, or any Renewal Term proceeding is initiated against either Party as a debtor, under any bankruptcy or insolvency law, unless the laws then in effect void the effectiveness of this provision; or (4) a receiver, trustee, or any similar officer is appointed to take possession, custody, or control of all or any part of either Party's assets or property, then the “Term”). Either other Party may, at its option, send a written notice that it intends to terminate the license granted by this Agreement 11.6 If the Party in breach does not cure the breach, negate the assignment, obtain a dismissal of the proceeding, or have the appointment vacated and regaining its assets within ninety (90) days from the notice date, then the other Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to license granted immediately upon the other when due hereunder and such breach is not cured within thirty (30) days after date of mailing of a written notice of termination to the Party in breach. 11.7 Upon termination of this Agreement for any cause, nothing herein shall be construed to release either Party of any obligation that has matured prior to the effective date of such termination. Licensee may, after the date of such termination, sell all Licensed Products that it may have on hand at the date of termination, provided that it pays the earned royalty thereon as provided in this Agreement 11.8 In the event of termination for breach is given by Licensee, Licensee agrees to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform no longer use any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default Patent Rights or Know-How under which is remediable continues for a period of thirty (30) days after written notice of such failure it has been given by granted a license and will turn over and assign to Northwestern its Regulatory Approvals and data and material related to price and Regulatory Approvals at no charge with the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. right to sub license. 11.9 Upon the termination or expiry of this Agreement, pursuant any and all existing sublicense agreements shall be immediately assigned to its terms: a) Licensee shall immediately deliver Northwestern and Northwestern agrees to Licensor any keep them in force to the extent that Northwestern is capable of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then performing as a licensor in its possession or control, if any, and shall deliver a certificate place of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseLicensee.

Term and Termination. The term of 14.1 This agreement shall, unless otherwise terminated as provided in this Agreement clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for five successive periods of 12 months (5each a Renewal Period), unless: (a) years (either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 60 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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 relevant 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”). Either Party shall have the . 14.2 Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) the other Party party fails to pay an 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 when due hereunder party commits a material breach of any other term of this agreement and (if such breach is not cured remediable) fails to remedy that breach within thirty (30) a period of 30 days after written notice of such breach is given being notified in writing to it by the other Partydo so; (iic) the other Party files a voluntaryparty is subject to an Insolvency Event; or (d) the other party suspends or ceases, or consents threatens to an involuntarysuspend or cease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of its business. 14.3 Without prejudice to clause 14.2 (b) The Supplier may terminate this agreement immediately on notice to the other Party’s assets and such order, judgment Customer if the Customer is in breach of clause 2.3 (g) or decree continues in effect 2.3(h) and/or the Customer becomes a Sanctioned Person. 14.4 On termination of this agreement for a period of thirty (30) consecutive days; orany reason: (iva) all licences granted under this agreement shall immediately terminate and the other Party fails to perform any Customer shall immediately cease all use of the other material obligations set forth in this Agreement Services and/or the Documentation; (b) all open Statements of Work shall end, and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee Customer shall immediately deliver pay to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of sameSupplier all outstanding invoices for SoW Charges; b(c) Licensee each party shall refrain from return and make no further use of such Confidential Informationany equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and c(d) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. The term of this Agreement shall commence on -------------------- the Effective Date and continue until terminated as follows: (a) This Agreement may be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior a party upon written notice of termination to the other Party to terminate this Agreement party if: (i) the other Party party materially defaults in the performance of any of its obligations under this Agreement and fails to pay an amount remedy such default to the other when due hereunder and such breach is not cured reasonable satisfaction of the non-defaulting party within thirty sixty (3060) days after of the non- SonoSight OEM Supply - -5- October 7, 1998 First Amendment defaulting party providing written notice of such breach is given default to it by the other Party;defaulting party, (ii) the other Party files party is acquired by or acquires a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);competitor of the first party without the written consent of the first party, (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets party becomes insolvent, files for protection under the bankruptcy code, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or is unable to meet its financial obligations as they come due, and in each case such orderparty is unable to provide reasonable assurances of its capability to continue to timely perform its obligations under this Agreement, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) if SonoSight has no Product purchase orders pending for any period of six (6) months after its initial Product order; and (b) SonoSight may terminate this Agreement in full or in part for any reason or for no reason, upon one hundred and eighty (180) days written notice; and (c) ATL may terminate this Agreement after the other Party fails exclusive five year period of Section 2.0 has expired in full or in part for any reason or for no reason upon one hundred and eighty (180) days written notice of termination to perform any SonoSight; and (d) This Agreement will terminate one hundred and eighty (180) days after Transfer Notice is provided to ATL under Section 2.3. Sections 14, 15, 16 and 17 shall survive termination of the other material obligations Agreement. The termination of this Agreement shall not affect any rights either party has accrued at the time the termination becomes effective, including SonoSight's right to conclude the purchase of Products from ATL hereunder, provided the purchase order for such purchase(s) is placed with and accepted by ATL by the date of termination. Except as set forth in this First Amendment, no other term or condition of the Agreement and such default: (i) in is being modified by this Amendment. In the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by event the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry terms of this Amendment conflict with the terms of the Agreement, pursuant to its terms: a) Licensee the terms of this Amendment shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or controlbe controlling. SonoSight OEM Supply - -6- October 7, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.1998 First Amendment

Term and Termination. The a. Except with respect to Section VII (b) below, the term of this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the one year. This Agreement shall automatically renew for successive one year terms unless: (i) either Party provides written notice of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing its intention not less than to renew at least thirty (30) days prior to the expiration of the Initial Term then- existing term; or any Renewal Term (ii) the “Term”). Either Party shall have Agreement is terminated in accordance with the right on prior written notice to the other Party to terminate this provisions set forth below. b. This Agreement ifmay be terminated: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within i. by either Party, at any time, without cause, upon thirty (30) days after written notice of such breach is given to it by the other Partynotice; (ii) the other . by either Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice in the event that the other Party has failed to comply with any material term, condition or obligation of this Agreement, and such failure Party subsequently has been given by failed to undertake substantial efforts to remedy the default within fifteen (15) days after the non-defaulting Party shall have given written notice thereof to the non-performing Party; , or (ii) within such other longer period of time as in the case opinion of a the non-remediable defaultdefaulting Party shall be reasonable under the circumstances; iii. immediately upon determination by a court of law or administrative body having jurisdiction over the Parties that the performance of obligations or the exercise of rights hereunder is illegal, or violates any law or regulation which may be enacted subsequent to the date hereof or any interpretation of any existing law or regulation, or violates any existing agreement with a third party or any rule or guideline promulgated pursuant to such agreement, and such disability renders the performance of the Agreement impossible. No right to terminate this Agreement shall arise under this subsection unless and until the Party desiring such termination shall make all reasonable efforts to cure the illegality or violation in question and to suggest reasonable and appropriate amendments or modifications to this Agreement so as to permit performance hereunder without effecting the illegality or violation in question; iv. by either Party, immediately upon written notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if anythe other Party is unable to pay its debts, and shall deliver files or has filed against it a certificate of petition in bankruptcy, commences or has commenced against it any other insolvency proceedings which are not dismissed within forty-five (45) days or seeks reorganization or an officer of Licensee certifying the completeness of samearrangement with creditors; b) Licensee shall refrain from further use v. by TRUST immediately upon notice that Broker's license is suspended, terminated or expired or that there has been a material change in Broker's errors and omissions insurance coverage as set forth in Section V; vi. by TRUST if Broker is not a corporation or partnership, on the date of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either PartyBroker’s rights or remedies available at law, in equity or otherwise.death;

Term and Termination. The 12.1 This agreement shall commence on the Effective Date and continue for a period agreed in a Statement of Work for the customisation, configuration and/or development of the Product(s) (the "Activation Period"), after which the provisions of clauses 12.2 and 12.3 shall apply.‌ 12.2 Where the parties have agreed an Evaluation Period (if applicable) and the agreement is not terminated earlier in accordance with its terms, this agreement shall continue for the Evaluation Period but either party may terminate this agreement at any time during the Evaluation Period by giving the other written notice of not less than five Business‌‌ Days. If the agreement is terminated in accordance with this clause 12.2, RotaGeek shall refund any annual licence fees already paid by the Customer to RotaGeek, but for the avoidance of doubt shall not be liable to refund any other fees paid by Customer (including activation and additional services fees). Where no notice to terminate is given during the Evaluation Period, or where parties have agreed no Evaluation Period, the provisions of clause 12.3 shall apply. 12.3 Where the agreement is not terminated earlier in accordance with its terms, this agreement shall continue for a term of 3 years starting on the Go-Live Date, after which this agreement will automatically terminate unless otherwise agreed between the parties.‌ 12.4 Either party may terminate this agreement by giving the other written notice if:‌ (a) the other materially breaches any term of this Agreement shall be for five (5) years (the “Initial Term”) and, provided agreement and it is not possible to remedy that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if:breach; (ib) the other Party materially breaches any term of this agreement and it is possible to remedy that breach, but the other fails to pay an amount do so within 30 days of being requested in writing to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Partydo so; (iic) the other Party files becomes insolvent, makes composition with its creditors, has a voluntary, receiver or consents to an involuntary, petition in bankruptcy administrator of its undertaking or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the other Party’s whole or a substantial part of its assets and such order(which is not discharged, judgment paid out, withdrawn or decree continues in effect for a period of thirty (30) consecutive removed within 28 days; or (iv) the other Party fails ), or is subject to perform any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so. For the purposes of this clause 12.4, in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other material obligations set forth party into the same position which (save as to the date) it would have been in if the breach had never occurred. 12.5 Without prejudice to clauses 12.1 to 12.2, RotaGeek may, in addition, and without liability, terminate this Agreement agreement, or alternatively, may suspend access to and such default: (i) in use of any Product and/or the case of a default which is remediable continues for a period of thirty (30) days after Service, by giving the Customer written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its termsif: (a) Licensee shall immediately deliver to Licensor any invoiced amount (not then-currently being disputed in good faith) is outstanding beyond the due date for payment; (b) any provision of clause 3.4 is breached; and/or (c) the Customer is in persistent or repeated breach of any of Licensor’s Confidential Information provided hereunder its obligations under this agreement (including whether or not it is the Technology same obligation that is breached and Documentation) then in its possession whether or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of not such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisebreaches are remedied).

Term and Termination. The term of 1.14.1. This agreement shall, unless otherwise terminated as provided in this Agreement Schedule 2, paragraph 1.14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for five (5a successive Renewal Periods, unless: i) years (either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 60 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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 ii) otherwise terminated in accordance with the “provisions of this agreement; iii) and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term”). 1.14.2. Either Party shall have the Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (i) the other Party party fails to pay an any amount to due under this agreement on the other when due hereunder date for payment and such breach is remains in default not cured within thirty (30) less than 14 days after written notice of being notified in writing to make such breach is given to it by the other Partypayment; (ii) the other Party files party commits a voluntarymaterial breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so; iii) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; iv) the other party suspends, or consents threatens to an involuntarysuspend, petition 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 bankruptcy sections 123(1)(e) or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10123(2) days)of the Insolvency Act 1986; (iiiv) there is an orderthe other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, judgment or decree by makes a court of competent jurisdiction, upon proposal for or enters into any compromise or arrangement with its creditors other than for the application sole purpose of a creditor, approving scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; vi) a petition seeking reorganization is filed, a notice is given, a resolution is passed, or appointing 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; vii) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; viii) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver, trustee or liquidator ; ix) a person becomes entitled to appoint a receiver over the assets of all the other party or a substantial receiver is appointed over the assets of the other party; x) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s party's assets and such orderattachment or process is not discharged within 14 days; xi) any event occurs, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) proceeding is taken, with respect to the other Party fails party in any jurisdiction to perform which it is subject that has an effect equivalent or similar to any of the other material obligations set forth events mentioned in this Agreement and such default: (iSchedule 2, paragraph 13.2iv) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; to termination shall not be affected or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. 13.1 The term of this Agreement shall be commence on the Effective Date and shall continue for five a period of one (51) years (the “Initial Term”) andthereafter, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically with an automatic renew for successive terms of five an additional twelve (512) years (each a “Renewal Terms”) months, unless earlier terminated by Licensee in writing not less than either party pursuant to this Section. 13.2 Either party may terminate this Agreement upon thirty (30) days prior written notice to the expiration other party if the other party is in material breach of this Agreement and such material breach is not cured within such period. 13.3 Either party may terminate this Amendment for convenience at any time during the Initial Term or any Renewal Term license term upon providing ninety (the “Term”). Either Party shall have the right on 90) days prior written notice to the other Party to terminate this Agreement if:party. 13.4 If either party: (ia) becomes insolvent; (b) makes an assignment for the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty benefit of creditors; (30c) days after written notice of such breach is given to files or has filed against it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency seeking reorganization;(d) has a receiver appointed; and/or (e) institutes any proceedings for liquidation or petitions for reorganization under any bankruptcy law (and such is not dismissed within winding up; then the other party may terminate this Agreement immediately by written notice. 13.5 Within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; expiration or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: each party shall (a) Licensee shall immediately deliver to Licensor return or destroy the original and all copies of any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Deliverables, in its possession or control, if anyincluding but not limited to all copies contained in all forms partial or complete, in all types of media, computer memory and storage devices, owned or controlled by such party, and shall deliver (b)provide the other with a certificate of an statement, signed by a authorized officer of Licensee certifying such party, that the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay originals and all sums owing to Licensor hereundercopies have been returned or destroyed. Nothing Upon expiration or termination, all licenses granted in this section 11 Agreement will cease and shall limit either Party’s rights have no further effect; provided that end users of the Programs shall be permitted the continued and uninterrupted use. Upon expiration or remedies available at lawtermination, in equity each Party will remain obligated under this Agreement for transactions that have already been completed and to those parts of the Agreement relating to ownership, confidentiality, warranties, indemnity, limitation of liability, payment terms, obligations upon expiration or otherwise.termination. Confidential BlueStacks Agreement Number: 1012

Term and Termination. 7.1 In AT&T ILLINOIS, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 7.2 The term of this Agreement shall be for five commence upon the Effective Date of this Agreement and shall expire on May 1, 2008. Thereafter this Agreement will continue in full force and effect until (5i) years superseded in accordance with the requirements of this section or (ii) terminated pursuant to the “Initial Term”) and, provided that at the end requirements of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five . No earlier than one-hundred eighty (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30180) days prior to before the expiration of the Initial Term or any Renewal Term (term, either Party may request that the “Term”). Either Party shall have the right on prior written notice Parties commence negotiations to replace this Agreement with a superseding agreement by providing the other Party with a written request to enter into negotiations. 7.3 Notwithstanding any other provision of this Agreement either Party may terminate this Agreement if: (i) and the other Party fails provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to pay an amount to this Agreement, at the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part sole discretion of the other terminating Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the event that the other Party fails to perform any a material obligation or materially breaches a material term of the other material obligations set forth in this Agreement and the other Party fails to cure such default: nonperformance or breach within forty-five (i45) in calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section shall take effect immediately upon delivery of written notice to the case of a default which is remediable continues for a period of thirty Party that failed to cure such material nonperformance or material breach within forty-five (3045) days after written notice thereof. 7.4 If, upon termination of this Agreement other than pursuant herein, the Parties are negotiating a successor agreement, during such failure has been given by period each Party shall continue to perform its obligations and provide the non-defaulting Party; or (ii) services described herein that are to be included in the case of successor agreement until such time as a non-remediable defaultsuccessor agreement becomes effective; provided, immediately upon notice. Upon however, that if the Parties are unable to reach agreement prior to the termination or expiry of this Agreement, pursuant either Party has the right to its submit this matter to the Commission for resolution. Until a successor agreement is reached or the Commission resolves the matter, whichever is sooner, the terms: a) Licensee shall immediately deliver , conditions, rates and charges stated herein will continue to Licensor any of Licensor’s Confidential Information provided hereunder (including apply, subject to a true-up based on the Technology and Documentation) then in its possession Commission action or controlthe new agreement, if any. 7.5 If Insight requests renegotiations pursuant to Section 7.2, Insight shall provide a written request to commence negotiations with AT&T ILLINOIS under Sections 251/252 of the Act. If AT&T ILLINOIS requests renegotiations pursuant to Section 7.2, Insight shall have ten (10) calendar after its receipt of such notice to provide AT&T ILLINOIS with written confirmation of Insight’s intent to pursue a successor agreement and shall deliver provide a certificate written request to commence negotiations with AT&T ILLINOIS under Sections 251/252 of the Act. Upon receipt of Insight’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement 7.6 If neither Party requests renegotiations pursuant to Section 7.2, this Agreement shall continue in full force and effect for one year after the expiration of the original three (3) year term set forth in Section 7.2. 7.7 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), Insight withdraws its Section 252(a)(1) request, Insight must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that Insight does not wish to pursue a successor agreement with AT&T ILLINOIS for a given state. If Insight requests adoption of an officer agreement under Section 252(i), this Agreement shall remain in full force and effect until such adoption becomes effective. If Insight affirmatively states that it does not wish to pursue a successor agreement, this Agreement shall continue in full force and effect until the later of: 1) the date one year after the expiration of Licensee certifying the completeness original three (3) year term of same;this Agreement, or 2) ninety (90) calendar days after the date Insight provides notice of withdrawal of its Section 252(a)(1) request. b) Licensee 7.8 Upon termination of this Agreement in accordance with this Section 7: a. each Party shall refrain from further use of such continue to comply with its Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.Information obligations,

Term and Termination. The term 15.1 This Agreement shall commence on the Commencement Date and each Statement of Work shall commence on either the Commencement Date or the Services Commencement Date, as applicable and shall remain in full force for the Initial Term unless otherwise specified in the Statement of Work or earlier terminated in accordance with the provisions of this Agreement shall be for five (5) years (or of any Statement of Work as the “Initial Term”) case may be. Thereafter, this Agreement and, provided that at unless stated otherwise in the relevant Statement of Work, each Statement of Work shall continue to automatically 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, and later at the end to terminate this Agreement or a Statement of each Renewal Term Work (as defined in the case may be). 15.2 Without prejudice to any rights that the Parties have accrued under this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either of their respective remedies, obligations or liabilities, either Party shall have the right on prior may terminate this Agreement with immediate effect by giving written notice to the other Party to terminate this Agreement if: (ia) the other Party fails to pay an amount to the other when due hereunder commits a material breach of any material term of this Agreement and (if such breach is not cured within thirty (30remediable) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for remedy that breach within a period of thirty (30) days after being notified to do so; (b) 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; or (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 15.3 In addition to the above, the Supplier may terminate this Agreement with immediate effect by giving written notice of such failure has been given by to the Client for the Client's non-defaulting Partypayment or late payment of any undisputed invoice, or undisputed amount of any disputed invoice, and the Client fails to remedy that breach within a period of seven (7) days after being notified to do so. 15.4 If for any reason a contract between a Third Party and the Supplier relating to the Supplier’s right to use, install, support or provide Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Statement of Work (as the case may be) shall automatically terminate, save that where the contract relates to other Services other than that Third Party Service, termination of the Agreement or applicable Statement of Work shall operate only in so far as it relates to such Third Party Services. 15.5 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (i) all remaining amounts owing up to the end of the Initial Term or the Subsequent Term (as applicable); or (ii) in any Licence Fees as set out under Clause 11.2; and (iii) any termination fees that the case Supplier incurs from any of the Third Parties as a nonconsequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully-remediable defaultpaid, fixed term and perpetual licences; (d) for metered Products billed periodically based on usage, the Client must immediately upon notice. Upon pay for unpaid usage as of the termination or expiry of this Agreement, pursuant date; and (e) each Party shall use reasonable endeavours to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology return and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from make no further use of such Confidential Information; and cany equipment, property, materials and other items (and all copies of them) Licensee (“Materials”) belonging to the other Party. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of the Supplier's Materials. Until the Supplier's Materials have been returned or repossessed, the Client shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisebe solely responsible for its safe keeping.

Term and Termination. The term 11.1. If an Accepted PO has been signed, then yhis Agreement will be in effect for the period or subscription cycle specified in the Accepted PO, and unless specified differently in the Accepted PO, it shall renew automatically for indefinite successive periods of this Agreement shall be for five (5) years (equal length unless the “Initial Term”) and, provided that User notifies Lynx in writing of the User’s desire not to renew the subscription at least 10 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term then-current cycle (the “Term”). Either Party Notwithstanding the foregoing, where a Data Provider Agreement is in effect covering the User, the Term shall have mean the right on term of the Data Provider Agreement. 11.2. Notwithstanding the above: 11.2.1. Lynx may terminate this Agreement for convenience upon 90 days prior written notice to the other Party to User, but if a Data Provider Agreement is in effect, Lynx will not terminate this Agreement if:for convenience so long as that Data Provider Agreement continues. (i) 11.2.2. Either party may terminate this Agreement in the event of a breach of this Agreement by the other Party fails to pay an amount to party, where the other when due hereunder and such breach is not cured within remains uncured for thirty (30) days after (in case of a material breach) or forty-five (45) days (in case of non-material breach) following written notice thereof from the non-breaching party to the breaching party (and, in the event of such breach by the User, a corresponding notice to the Data Provider where a Data Provider Agreement is in effect covering the User), but if a breach is given of a nature that cannot be cured, then the non-breaching party may terminate the Agreement following a seven (7) days’ notice to it the other party (and, in the event of breach by the other PartyUser, a corresponding notice to the Data Provider where a Data Provider Agreement is in effect covering the User); the foregoing notwithstanding, neither party shall terminate the Agreement without attempting, (together with the Data Provider where a Data Provider Agreement is in effect covering the User), to resolve the dispute between the parties in an amicable manner. 11.2.3. Either party may terminate this Agreement if it is required to do so by law; 11.2.4. Either party may terminate this Agreement if the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which proceedings are not dismissed within sixty (60) days of their commencement, makes an assignment for the benefit of creditors, or takes or is subject to any such other comparable action in any relevant jurisdiction. 11.3. Following termination of this Agreement: 11.3.1. User’s access to and use of the Service will be terminated (and any associated data that remains be deleted), 30 days from such termination (such period shall be referred to hereinafter as the “Additional Access Period”). During the Additional Access Period, Lynx will enable the User ordinary access to the Service in order to retrieve its data from the Service, and shall enable the User to (i) uninstall any program/software/code/algorithm/etc. that the User installed on the Service; and (ii) retrieve any data, subject to the other Party files a voluntaryprovisions of Section 11.3.2 below. To dispel any doubt, User shall pay Lynx for the Additional Access Period at the same rates of Lynx which apply to the User at the time of termination. 11.3.2. Within 5 calendar days of User’s discretion and instruction, Lynx will: (a) return to User or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of delete all or a substantial part of the other PartyUser’s assets Input that the User uploaded to the Service and such order, judgment or decree continues in effect for a period of thirty the Output resulting from that Input; and (30b) consecutive days; or (iv) at the other Party fails to perform any joint and consistent instructions of the other material obligations set forth in respective Data Provider and User, return or delete Input or Output stored on the Service which co-mingles the Data Provider’s Input with that User’s Input. 11.3.3. Lynx will charge User for all then-outstanding Fees (if any). 11.4. The following sections of this Agreement and such defaultwill survive termination: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default3.5, immediately upon notice. Upon the termination or expiry of this Agreement6, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control7, if any10, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise12-15.

Term and Termination. (a) The term of this Agreement shall be for five (5) years (the “Initial Term”"Term of this Agreement") and, provided that at shall begin on the end Effective Date and shall continue until terminated on the earliest of any of the Initial Termfollowing dates: (1) Such date, and later at on or after the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration second anniversary of the Initial Effective Date, that either Party may state as the date for termination of the Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written of this Agreement in notice given to the other Party to terminate this Agreement if: (i) at least three months before the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Partystated date; (ii2) Such date as the other Party files Parties may state as the date for termination of the Term of this Agreement in a voluntary, or consents to an involuntary, petition writing signed by both Parties (which writing may be in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) dayscounterparts); (iii3) there Such date as ▇▇▇▇▇▇ may state in a notice given to BI stating that the Term of this Agreement is an orderterminated as of such date because control of BI has changed, judgment or decree by a court of competent jurisdiction, upon if such notice is given before the application date that is sixty days after ▇▇▇▇▇▇ receives notice from BI of a creditorchange of control of BI, approving a petition seeking reorganization which notice identifies the person or appointing a receiver, trustee or liquidator persons who have acquired control of all or a substantial part BI in the change of control that constitutes the other Party’s assets and such order, judgment or decree continues in effect basis for a period of thirty (30) consecutive days; or▇▇▇▇▇▇'▇ termination under this provision; (iv4) Such date as either Party (the "Noticing Party") may state in a notice given to the other Party fails (the "Other Party") at least thirty days before such date, which notice states that the Term of this Agreement will terminate as of that date by reason of a material breach of this Agreement by the Other Party--which breach is identified in the notice with sufficient specificity to perform any enable the Other Party to understand the nature of the breach and what, if anything, must be done to cure it--if the Other Party has not cured such breach before that date. (5) Such date as either Party (the "Noticing Party") may state in a notice given to the other material obligations set forth in Party (the "Other Party") stating that the Term of this Agreement and such default: is terminated because (iA) in the case Other Party has made an assignment for the benefit of a default which is remediable continues for a period of thirty creditors; (30B) days after written notice of such failure the Other Party has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of sameadmitted insolvency; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The term of ‌ 14.1 This agreement shall, unless otherwise terminated as provided in this Agreement clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for five successive periods of one (51) years calendar month (each a Renewal Period), unless:‌ (a) either party notifies the “Initial Term”) andother party of termination, provided that in writing, at least 30 days before the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration 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”). Either Party shall have the . 14.2 Without affecting any other right on prior or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) 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 which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as 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 ▇▇▇ ▇▇▇▇, 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 ▇▇▇ ▇▇▇▇;‌ (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; (e) a petition is filed, a notice is given, a resolution is passed, or an amount 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; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or‌ enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the other when due hereunder and such breach party in any jurisdiction to which it is not cured within thirty subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(i) (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) daysinclusive); (iiik) there is an orderthe other party suspends or ceases, judgment or decree by a court of competent jurisdictionthreatens to suspend or cease, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of its business; or 14.3 The Eighth Door may terminate this agreement immediately and without liability to the other PartyClub Member if the Club Member either: (a) commits either multiple minor breaches or a single serious breach of any of The Eighth Door’s assets and such order, judgment policies or decree continues in effect for a period of thirty (30) consecutive daysrules; or (ivb) does anything which is likely to damage the reputation, goodwill or valuation of The Eighth Door or it’s other members. 14.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Club Member shall immediately cease all use of the Services and/or the Documentation; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party fails to perform party; (c) The Eighth Door may destroy or otherwise dispose of any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then Club Member Data in its possession or controlin accordance with clause 5.7(c), if anyunless The Eighth Door receives, and no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Club Member of the then most recent back-up of the Club Member Data. The Eighth Door shall use reasonable commercial endeavours to deliver a certificate the back-up to the Club Member within 30 days of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use its receipt of such Confidential Informationa written request, provided that the Club Member has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Club Member shall pay all reasonable expenses incurred by The Eighth Door in returning or disposing of Club Member Data; and c(d) Licensee any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. The term 22.1 This Agreement is effective from the Effective Date and continues until terminated in accordance with this Article 22. 22.2 Either party may terminate any Order and/or this Agreement after two years from the Effective Date or the Customer’s purchase of a minimum of a cumulative 100,000 units of Products, whichever first occurs, by giving to the other party six months prior written notice at any time. In the event of termination pursuant to this Article 22.2: (a) termination of any Order or this Agreement will not prejudice accrued rights and liabilities (including payment of Prices for Product delivered) of either party; and (b) on the termination or other discharge of this Agreement shall be for five (5) years (Bel will deliver to the “Initial Term”) and, provided that Customer at the end of the Initial Term, Customer’s expense and later at the end of each Renewal Term (risk all Customer information and Customer Tooling on an as defined in is basis. 22.3 Either party may terminate any Order and/or this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement ifAgreement: (ia) if the other Party party commits a material breach of any Order or this Agreement and fails to pay an amount to remedy the other when due hereunder and such breach is not cured within thirty (30) days after of written notice of such breach is given requiring it to it by do so; or (b) immediately if the other Party; (ii) party fails to pay its debts generally as they become due, makes an assignment for the other Party files a voluntarybenefit of creditors, seeks relief under any bankruptcy, insolvency or similar law, is involved in any involuntary proceeding under such laws, or consents to an involuntaryif a receiver, petition manager, liquidator, trustee in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such other officer with similar powers is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of appointed over all or a substantial part of the other Party’s assets and of that party. In any such ordercase, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) on termination, the terminating party shall have no further obligations to the other Party fails party except to perform make payment of Prices for Product delivered prior to the date of termination, less any amount owing to the terminating party. 22.4 The terms of Article 8 will apply to any Orders cancelled as a result of termination pursuant to this Article 22, and the other material obligations set forth in terms of Article 15 will apply to any Material rendered obsolete or surplus by such cancellation. In addition, Articles 18 and 21 shall survive termination of this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseOrder.

Term and Termination. The term of this 15.1. This Agreement shall be for five (5) years (deemed to have been concluded in the “Initial Term”) and, provided that at Kingdom of Saudi Arabia and shall commence on the end of date your Establishment’s account was set up on the Initial Term, American Express Saudi Arabia system and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless continue thereafter until it is terminated by Licensee in writing either party giving not less than thirty (30) calendar days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party party or until it is terminated under any of the following circumstances (whichever occurs earlier): 15.1.1. If either party materially breaches its obligations under this Agreement and fails to remedy such a breach within thirty (30) calendar days after written notice from the other party specifying such a breach, then the party not in breach may terminate this Agreement ifimmediately by written notice. 15.1.2. If: (i) you become insolvent or enter bankruptcy, receivership or administration, or make an assignment for the other Party fails to pay an amount to the other when due hereunder benefit of creditors generally and such breach is not cured within thirty (30) days after written notice we have all evidence proving this situation and notify you of such breach is given to it by the other Partythem; (ii) the other Party files a voluntaryyou suffer an execution, attachment, repossession of or consents to an involuntary, petition in bankruptcy foreclosure on all or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days)substantially all of your assets; (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of you cease all or a substantial part portion of the other Party’s assets and such order, judgment your business or decree continues operations; (iv) you undergo a merger or substantial change in effect for a period of thirty (30) consecutive daysownership or control; or (ivv) any event occurs, or series of events occur, whether related or not, which in our opinion may affect your willingness to comply with any of your obligations under this Agreement or to the Cardmember(s) in question; then this Agreement shall terminate automatically and all debts and obligations owed to us shall be deemed immediately due and payable. We shall be entitled to maintain a reserve from payments due to you and/or take such other Party fails action as we may be entitled to perform under this Agreement of under applicable law or equity. 15.2. You shall notify us immediately of the occurrence of any of the other material obligations set forth events described in this Agreement and such defaultSubsection 15.1.2 (i) to (v) above. 15.3. Notices of termination shall be effective immediately upon receipt thereof. 15.4. Immediately upon termination, you shall: (i) in remove our name, trademarks, service marks and other proprietary marks, materials and the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by equivalent, and await our instructions as to the non-defaulting Partydisposal thereof; or and (ii) in submit all Charges and Credits incurred prior to termination. 15.5. The rights and obligations with respect to Charges and Credits made prior to the case effective date of the termination of this Agreement shall remain applicable to such Charges or Credits following termination, whether such Charges or Credits are processed by us before or after termination. 15.6. All obligations and rights of a non-remediable defaultcontinuing nature including, immediately upon notice. Upon the but not limited to, Full Recourse shall survive termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. The term 9.1 This agreement shall commence on the Effective Date and continue for the initial Subscription Term and for successive Renewal Periods thereafter, unless (a) either party notifies the other of this Agreement shall be for five (5) years (the “Initial Term”) andits intention to terminate, provided that giving at least 30 days’ written notice, to take effect at the end expiry of the Initial Terminitial Subscription Term or then-current Renewal Period, and later at the end of each Renewal Term or (as defined b) otherwise terminates in accordance with this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated . 9.2 Either party may terminate this agreement with immediate effect by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior giving written notice to the other Party to terminate this Agreement ifparty if the other party: (i) the other Party 9.2.1 fails to pay an any amount due under this agreement and remains in default not less than 30 days after being notified in writing to make such payment; 9.2.2 commits a material breach of any other term of this agreement which breach is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or 9.2.3 the other party is subject to any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) in relation to the relevant entity: becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement 9.3 On termination of this agreement for any reason: (a) Customer shall cease using the System and the Documentation, (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other when due hereunder and such breach is party, (c) without prejudice to Zoios’s rights in respect of Anonymised Data as set out in the Data Processing Agreement, Zoios shall delete Customer Data within 90 days of the termination of this agreement (unless otherwise requested by Customer to delete sooner), provided that Customer Data contained on backup copies of Zoios’s databases shall not cured within thirty (30) be deleted for up to 180 days after written notice from the date of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdictiontermination, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part expiry of the other Party’s assets then-current backup, and such orderCustomer shall be entitled to export aggregated Customer Data via the data export functionality within the System, judgment and (d) any rights, remedies, obligations or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any liabilities of the other material obligations set forth in this Agreement and such default: (i) in parties that have accrued up to the case date of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry shall not be affected. 9.4 Any provision of this Agreement, pursuant agreement that expressly or by implication is intended to its terms: a) Licensee operate after expiration or termination of this agreement shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology remain in full force and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseeffect.

Term and Termination. The term of this 10.1 This Agreement shall will be for five effective upon the Effective Date and will continue until December 31, 2003 (5) years (the “"Initial Term”"). Either Party shall have the option to request twelve (12) and, provided that at the end month extensions of the Initial Term, and later at the end of each Renewal Term (as defined in this section"Extended Term") Licensee has paid all Royalties owing hereunderthat may be accepted or rejected by the other Party, subject to the Agreement shall automatically renew following: 10.1.1 Each request for successive terms an extension of five (5) years (each a “Renewal Terms”) unless terminated by Licensee the term must be in writing not and shall request an additional extension period of twelve (12) months beginning on January 1. All requests for an extension must be delivered by the requesting Party to the other Party no less than thirty twelve (3012) days months prior to the expiration of the Initial Term, or subsequent Extended Term. The request shall be granted and the Agreement deemed extended for an additional twelve (12) months unless the other Party delivers to the requesting Party a written rejection of the extension request within 30 days of receiving the notice of request for an extension. 10.1.2 In the event neither Party requests an extension, or in the event that one Party rejects the proposed extension, the Agreement shall terminate at the end of the Initial Term or any Renewal Term (Extended Term; provided that the “Term”). Parties' performance obligations as set forth in Paragraph 10.5 of this Agreement shall continue. 10.2 Either Party shall have may immediately terminate this Agreement for Cause. "Cause" will mean the right on prior written notice to failure of the other Party to terminate cure a breach of a material obligation under this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written receipt of notice of such from the terminating Party. Such notice will identify the material obligation under this Agreement at issue and the basis for the terminating Party's belief that the non-terminating Party is in breach is given to it by and will state that, if the other Party; (ii) non-terminating Party does not cure the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed breach within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) , the other terminating Party fails to perform any of will immediately terminate the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseCause.

Term and Termination. (a) The term Original Term of this Agreement shall be from the date of execution hereof through December 31, 1999. (the "Original Term"). The parties hereby extend the term of this Agreement beyond the Original Term for an additional term beginning on January 1, 2000 and ending December 31, 2002 (the "Extended Term"). For purposes of this Agreement the first year of the Extended Term shall be defined as January 1, 2000 through December 31, 2000. Beginning on December 31, 1998 and on each December 31 thereafter, the Extended Term shall automatically be extended for an additional term of one (1) year so that there are always five (5) years (remaining in the “Initial Term”) andterm, provided that unless either party delivers notice, at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than least thirty (30) days prior to any such December 31, of its desire to terminate this Agreement at the expiration end of the Initial Term or any Renewal Term then current five (the “Term”). Either Party 5) year term. (b) Upon written notice, either party shall have the right on prior written notice to the other Party to terminate this Agreement if: Agreement, on ninety (i90) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured days written notice delivered within thirty (30) days after the end of the cure period if the other party materially breaches or fails to perform any of its material obligations or responsibilities hereunder, which material breach is not cured by the other party within thirty (30) days following its receipt of the written notice of breach from the other party specifying the breach. A material breach includes, but is not limited to: (1) failure to pay material sums as provided for herein, unless such failure is the result of a good faith dispute between the parties; (2) Hershey's failure to comply with paragraphs 4(a) or 4(b) (unless such breach is given caused by an act or omission of Topps); and (3) Hershey's failure, for a period of two (2) consecutive months or three (3) months during any twelve (12) month period, to it by meet Topps' actual production requirements. (c) Notwithstanding anything to the contrary in this Agreement, either party shall have the right to terminate this Agreement immediately, without further notice, if the other Party; (ii) party becomes insolvent or makes an assignment for the other Party files benefit of creditors, a voluntary, proceeding or consents to an involuntary, petition in for bankruptcy or insolvency is filed by or petitions for reorganization against the other party under any bankruptcy federal or state law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a in any court of competent jurisdiction, upon the application or receiver of assets is appointed or any levy of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part material portion of the other Party’s party's assets under the attachment, execution or similar process is made, and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform party does not cure any of the other material obligations set forth in foregoing within sixty (60) days of its occurrence. (d) Hershey may terminate this Agreement Agreement, on six (6) month's written notice, if the Product or the Packaged Product is or becomes injurious to health, and the Product cannot be altered, within the six (6) month period, so that it will no longer be injurious; provided, however, that Hershey shall not be required to sell any injurious Product at any time. Notice of such default: termination must be given within sixty (i) in the case of a default which is remediable continues for a period of thirty (3060) days after written notice of such failure has been given by it is determined that the non-defaulting Party; Product or the Packaged Product is injurious. (iie) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of Either party may terminate this Agreement, pursuant to its terms: aon one (1) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or controlyears written notice, if anythe other party is convicted of criminal conduct in a criminal court of law, and shall deliver a certificate such conduct materially and adversely affects the reputation of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.other

Term and Termination. The term (a) This Agreement may be terminated upon the occurrence of this Agreement shall be for five (5) years (a material breach or default as to any obligation hereunder by either party and the “Initial Term”) and, provided that at the end failure of the Initial Term, and later at the end of each Renewal Term breaching party to cure (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after receiving written notice thereof from the non-breaching party) such material breach or default, this Agreement may be terminated by the non-breaching party by giving written notice of termination to the breaching party, such breach is given termination to it be immediately effective upon the giving of such notice of termination. For the purposes of this section 11(a), Distributor's failure to perform to the Minimum Distributor Sales Quota identified in Exhibit A or the Field and Customer Support Minimum Performance Criteria identified in Exhibit C, shall constitute a material breach. (b) This Agreement may also be terminated 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 being hereinafter referred to as the "insolvent party"), this Agreement may be terminated by the other Party;party by giving written notice of termination to the insolvent party, such termination to be immediately effective upon the giving of such notice of termination. (iic) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court The term of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement shall begin on the Effective Date written above and such defaultshall end on the later of either: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting PartyDecember 31, 2003; or (ii) two years from the first ship date of any Product from Manufacturer to Distributor, unless terminated earlier pursuant to the terms of this Section 11. (d) Notwithstanding the provisions of subsection (c) above, either party shall have the right to terminate this Agreement, without cause, upon no less than one hundred eighty (180) calendar days' prior written notice to the other party. (e) Notwithstanding anything else in this Agreement to the case of a noncontrary, the parties agree that Sections 2(e), 2(f), 2(h), 2(i), 2(j), 6, 7, 8, 9, 10, 11, 12, 13, 16-remediable default25, immediately upon notice. Upon and 27 shall survive the termination or expiry expiration of this Agreement, pursuant as the case may be, to its terms: a) Licensee shall immediately deliver to Licensor the extent required thereby for the full observation and performance by any or all of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseparties hereto.

Term and Termination. The term of 12.1 This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew renewed for successive terms periods of five (5) years 12 months (each a “Renewal Terms”Period), unless: (a) unless terminated by Licensee either party notifies the other party of termination, in writing not less than thirty (30) writing, at least 90 days prior to before the expiration 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 in accordance with the “provisions of this Agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term”). Either Party shall have the . 12.2 Without affecting any other right on prior or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) 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 of the due date; (b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) a petition is filed, a notice is given, a resolution is passed, or an amount 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; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the other when due hereunder and such breach party in any jurisdiction to which it is not cured within thirty subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c) to clause 12.2(i) (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) daysinclusive); (iiik) there is an orderthe other party suspends or ceases, judgment or decree by a court of competent jurisdictionthreatens to suspend or cease, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of carrying on all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive daysits business; or (ivl) any warranty given by ▇▇▇▇▇ in clause 3.10 of this Agreement is found to be untrue or misleading. 12.3 On termination of this Agreement for any reason: (a) all licences and sub-licences granted under this Agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, User Guide and other items (and all copies of them) belonging to the other Party fails to perform party; (c) ▇▇▇▇▇ ▇▇▇ destroy or otherwise dispose of any of the other material obligations set forth Employer Data in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) its possession unless ▇▇▇▇▇ receives, no later than ten days after written notice the effective date of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant a written request by e-mail for the delivery to the Employer of the then most recent back-up of the Employer Data. ▇▇▇▇▇ shall use reasonable commercial endeavours to deliver the back-up to the Employer within 30 days of its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use receipt of such Confidential Informationa written request, provided that the Employer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Employer shall pay all reasonable expenses and Fees incurred by ▇▇▇▇▇ in returning or disposing of Employer Data; and c(d) Licensee 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 forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights not be affected or remedies available at law, in equity or otherwiseprejudiced.

Term and Termination. The term of this 10.1 This Agreement shall be commence on the Commencement Date and each Specification shall commence on the Services Commencement Date and shall remain in full force for five (5) years the term specified in the Specification (the “Initial Term”) andor earlier terminated in accordance with the term of this Agreement. Thereafter, provided that at this Agreement and each Specification shall continue to automatically renew for additional successive twelve (12) months (each renewal a “Renewal Term”, and together with the Initial Term, the “Term”) unless a Party gives written notice to the other Party, not later than sixty (60) days before the end of the Initial Term or the relevant Renewal Term, to terminate this Agreement. 10.2 Without prejudice to any rights that the parties have accrued under this Agreement, or any of their respective remedies, obligations or liabilities, either party may terminate this Agreement and later at the end of each Renewal Term applicable Specification (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior which is subject to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior event listed below) with immediate effect by giving written notice to the other Party to terminate this Agreement party if: (ia) the other Party fails to pay an amount to the other when due hereunder party commits a material breach of any material term of this Agreement and (if such breach is not cured within thirty (30remediable) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for remedy that breach within a period of thirty (30) days after written notice being notified to do so. For the avoidance of such failure has been given by the doubt, non-defaulting Party; payment or (ii) in the case late payment of an invoice shall be deemed a non-remediable default, immediately upon notice. Upon the termination or expiry material breach of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; (b) Licensee shall refrain from further use the other party suspends, or threatens to suspend, payment of such Confidential Informationits 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; andor (c) Licensee shall forthwith pay the other party suspends or ceases, or threatens to suspend or cease, carrying on all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwisea substantial part of its business.

Term and Termination. The term 19.1 This Agreement shall commence as of the Commencement Date and, unless sooner terminated as provided in this Clause 19 or in Clauses 5.2, 5.7, 5.11 or 5.13, shall continue in full force and effect for the Initial Term. Unless terminated by written notice to the other party served at least six (6) months prior to expiry, this Agreement shall be extended automatically for five (5) years (the “Initial Term”) and, provided that successive […***…] at the end of the Initial TermTerm and any subsequent term. 19.2 In the event that a party materially fails to fulfil or breaches any material term or condition of this Agreement, and later at in case such failure or breach should if capable of remedy not be remedied by the end party concerned or if not capable of remedy the party concerned should not have offered and paid full compensation therefor, in each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms case within […***…] days of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach ([…***…] days of written notice if the breach is a failure to pay under this Agreement) — which notice shall have to include specific reference to this section of this Agreement - given to it by the other Party;party, the other party may terminate this Agreement, effective upon the expiration of such […***…] days’ ([…***…] days, as the case may be) written notice. Repeated breaches, that are not material individually, represent a material breach of this Agreement if they are material in the aggregate. Time periods under this section shall be suspended during negotiations among the parties until one party informs the other party that it does not wish such suspension to occur. 19.3 Either party may terminate this Agreement at any time by giving notice in writing to the other party, which notice shall be effective upon dispatch, if the other party becomes insolvent, make an arrangement or composition for the benefit of creditors, or in the event that its assets become subject to a receivership, administration or liquidation or come under the control of a receiver, administrator or liquidator or other official appointed by a court or other governmental body or a like event should occur in any jurisdiction. 19.4 In the event that a party experiences a Change of Control (iias defined below) the other Party files party shall have the right to terminate this Agreement by giving not less than […***…] written notice of termination to the party experiencing such Change of Control provided that such terminating party provide notice of termination within the […***…] period immediately following the Change of Control. “Change of Control” as used in this Clause 19.4 means, with respect to a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law party: (and such is not dismissed within ten (101) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator sale of all or substantially all of such party’s assets or business relating to this Agreement; (2) a substantial part merger, reorganization or consolidation involving such party in which the voting securities of such party outstanding immediately prior thereto cease to represent at least fifty percent (50%) of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any combined voting power of the other material obligations set forth in this Agreement and surviving entity immediately after such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Partymerger, reorganization or consolidation; or (ii3) a person or entity, or group of persons or entities, acting in concert (other than financial investment groups who do not have a primary business for the case development and/or commercialization of a non-remediable default, immediately upon notice. Upon pharmaceutical products) acquire more than fifty percent (50%) of the termination voting equity securities or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use management control of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseparty.

Term and Termination. The term of this 12.01 This Agreement shall be become effective on the date of its execution by the parties hereto and shall remain effective for five two (52) years (the “Initial Term”) andfrom such date and shall extend thereafter to include any Product sold by Seller to Buyer in 1999 and 2000 production years, unless otherwise canceled or terminated as provided that at the end of the Initial Termherein. 12.02 This Agreement, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing any purchase order hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless may be terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior either party upon written notice to the other Party to terminate this Agreement if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such defaultother: (i) in the case event that performance of this Agreement or any purchase order hereunder shall have been rendered impossible or impracticable for a period of ten (10) consecutive days after the scheduled delivery date (which is 20 days from the purchase order date) by reason of the happening of one or more events referred to in Section 15.03 hereof, or (ii) at any time upon or after the filing by the other party of a petition in bankruptcy or insolvency, or upon or after any adjudication that the other party is insolvent, or upon or after the filing by the other party of any petition or answer seeking reorganization, readjustment or arrangement of the business of the other party under any law relating to bankruptcy or insolvency, or upon or after the appointment of a receiver for all or substantially all the property of the other party, or upon or after the making by the other party of any assignment or attempted assignment for the benefit of creditors, or upon or after the institution of any proceedings for the liquidation or winding up of the other party's business or for the termination of its corporate charter. 12.03 This Agreement may also be terminated upon the occurrence of an Event of Default. Each of the following shall constitute a separate "Event of Default" hereunder: (a) Seller's failure to make any delivery due hereunder. Seller recognizes that the continual, timely and conforming delivery to Buyer of Products is the essence of this Agreement, and that failure to perform delivery obligations by Seller may damage Buyer and Buyer's business. Notwithstanding any other provision contained in this Agreement (including Section 15.03), in the event Seller is unable to cure any delivery failure hereunder within ten (10) days of the scheduled delivery due date, Buyer shall thereafter have the right (upon twenty-four (24) hours notice to Seller) to remove Buyer's Tools (as described in Section 5.01) from the Seller's premises in order to utilize such Tools in another facility of Buyer's selection. Seller recognizes and acknowledges that granting this right to Tool removal is an appropriate and necessary remedy and has the effect of mitigating damage claims by Buyer against Seller. (b) A default or violation by either Buyer and/or Seller in performing any of the terms or covenants of this Agreement (other than delivery requirements as governed by Section 12.03(a)) which is remediable continues for a period of twenty (20) days after notice thereof, provided, however, that said twenty (20) day period will be extended an additional twenty (20) days so long as Seller is diligently attempting to cure such violation in a reasonable commercial manner. (c) Seller's transfer of, or agreement to transfer, substantially all of its business or assets to an entity which Buyer, in its reasonable discretion, deems to be a competitor of Buyer; Buyer shall be given thirty (30) days after written advance notice of any proposed transfer of ownership of more than 10% of the assets of Seller. (d) The calling of a meeting of creditors, an appointment of a committee of creditors or liquidating agents, or an offering of a composition or extension to creditors by, for, or of Seller. (e) The occurrence of any transaction or series of transactions (whether or not such failure has been given transactions are related), a result of which the voting control over Seller is held by a person or entity which Buyer in its reasonable discretion, deems to be a competitor of Buyer. (f) Seller's challenge to Buyer's title or rights in and to the Buyer's Brands or Intellectual Property, or the validity of the Buyer's Brand or other proprietary rights of Buyer relating to Products. Upon the occurrence of an Event of Default and expiration of an applicable cure period, if any, the non-defaulting Party; or (ii) party may, in its sole discretion, elect to terminate the case of a non-remediable default, immediately upon notice. Agreement by written notice to the other party. 12.04 Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee Seller shall immediately deliver cease and desist using the Buyer's Brands, Design IP, and Tools and shall comply with Buyer's instructions relating to Licensor return or destruction of the Buyer's Brands, Design IP, Tools, or any of Licensor’s Confidential Information them. 12.05 The termination of this Agreement shall not affect or impair the rights and obligations of either party under any Product purchase order placed prior to such termination, nor relieve any party of any obligation or liability accrued hereunder or under any such purchase order prior to such termination, nor affect or impair the rights of either party arising under this Agreement prior to such termination, except as expressly provided hereunder (including in this Agreement. 12.06 Any termination of this Agreement due a party's Event of Default shall be without prejudice to any remedy of the Technology and Documentation) party for the recovery of any moneys then due to it under this Agreement or in its possession or control, if anyrespect to any antecedent breach of this Agreement, and without prejudice to any other right of a party, including, without limitation, damages for breach to the extent they may be recoverable. 12.07 The parties' performance and obligations under this Agreement are contingent upon the execution and closing by the parties hereto of that certain Asset Purchase Agreement between the parties of even date and related thereto and referenced therein and constituting integral parts of this transaction, provided, however, that the failure to execute and close such Asset Purchase Agreement shall deliver a certificate of an officer of Licensee certifying not terminate the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing duties and obligations contained in this section 11 shall limit either Party’s rights Section 9 hereto or remedies available at law, in equity or otherwisesubsections thereof.

Term and Termination. The term A. This Agreement shall commence as of the Agreement Date and shall terminate upon the last of the dates described in the following sentence, unless the Agreement is terminated earlier in accordance with its terms (such period, and any extension or renewal thereof, the “Term”). As to any particular Aircraft, unless this Agreement is terminated earlier in accordance with its terms, this Agreement shall terminate (x) with respect to each Aircraft described in clauses (i) and (ii) of Article 1 Section A, upon the tenth (10th) anniversary of the initial in-service date of such Aircraft, and (y) with respect to any Aircraft described in clause (iii) of Article 1 Section A, upon such date as shall be mutually agreed by Delta and Operator. Notwithstanding the above, at any time on or after the [***] anniversary of the Agreement Date, either party shall have the right to remove up to [***] of the Aircraft capacity from the scope of the Agreement each year during the Term thereafter. B. Notwithstanding the provisions of Section 11(A), either party may terminate this Agreement immediately if the other party files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors, fails to secure dismissal of any involuntary petition in bankruptcy within sixty (60) days after the filing thereof, or petitions for reorganization, liquidation, or dissolution under any federal or state bankruptcy or similar law. C. Notwithstanding the provisions of Section 11(A), in the event of a material breach of this Agreement shall be by either party remaining uncured for five (5) years (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less more than thirty (30) days prior after receipt of written notification of such breach by the nonbreaching party, then the nonbreaching party may immediately terminate this Agreement at its sole option. D. Notwithstanding the provisions of Section 11(A), in the event a “Force Majeure Event” (as defined in Article 19) substantially prevents one party’s performance of its obligations pursuant to this Agreement, for a period of ten (10) or more consecutive days, Delta may (i) temporarily suspend some or all of the Aircraft from the scope of this Agreement upon written notice to the expiration Operator, or (ii) terminate this Agreement in its entirety upon thirty (30) days prior written notice to Operator. E. Notwithstanding the provisions of the Initial Term or any Renewal Term Sections 11(A), (the “Term”B). Either Party , (C) and (D), Delta shall have the right on prior written notice to the other Party to terminate this Agreement ifimmediately and at its sole option upon the occurrence of one or more of the following: (i) the other Party fails Operator or Parent agrees to pay an amount merge into or with any entity, agrees to the other when due hereunder and be acquired by any entity, agrees to sell substantially all of its assets or enters into a letter of intent, or similar document, to merge into or with any entity, to be acquired by any entity, or to sell substantially all of its assets (each such breach is not cured within thirty (30) days after written notice of such breach is given to it by the other Partyevent, a “Merger”); (ii) The acquisition, after the other Party files Agreement Date, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) (a voluntary“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than forty-nine percent (49%) of either (a) the then outstanding shares of common stock of Operator or Parent, or consents (b) the combined voting power of the then outstanding voting securities of Operator or Parent entitled to an involuntaryvote generally in the election of such entity’s directors or managers, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law as applicable (and each such is not dismissed within ten (10) daysevent, a “Change of Control”); (iii) there is an order, judgment or decree by a court Operator’s level of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part safety with respect to its operation of the other Party’s assets and such order, judgment Aircraft or decree continues in effect for a period of thirty (30) consecutive days; orthe Delta Connection Flights is not reasonably satisfactory to Delta; (iv) a breach by Operator of Section 17(G) hereof; (v) Operator’s failure to pass, in Delta’s reasonable discretion, a safety and codeshare audit to be conducted by Delta, at its sole discretion, at any time during the other Party Term of this Agreement; (vi) Operator fails to perform achieve any of the other material obligations Operational Performance Standards set forth in this Agreement and such default: on Schedule 10 with respect to the Delta Connection Flights during any (iy) in the case of a default which is remediable continues for a period of thirty two (302) days after written notice of such failure has been given by the non-defaulting Party; consecutive months or (iiz) three (3) months during any consecutive six (6) month period; (vii) a material breach by Operator or Parent of any representation or warranty in Section 16(A)(5); (viii) Operator’s failure to comply with the case insurance provisions of a non-remediable default, immediately upon notice. Upon Articles 13 and 14 hereof; (ix) Operator’s FAA or DOT Certification is for any reason suspended or revoked or otherwise not in full force and effect so as to permit Operator to operate the termination or expiry of Delta Connection Flights required under this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b(x) Licensee Operator shall refrain commence operating an aircraft type which causes Delta to be in violation of its collective bargaining agreement with its pilots, as may be amended from further use of such Confidential Informationtime to time; and c(xi) Licensee any breach by Operator or Parent of that certain Assignment and Assumption Agreement of even date herewith by and among Operator, Parent, Delta and Bombardier Inc. (the “Assignment and Assumption Agreement”) including without limitation any failure to make any PDP Payments (as defined therein) due under the Pinnacle Purchase Agreement (as defined therein) on a timely basis or any failure to accept delivery of any aircraft tendered for delivery under the Pinnacle Purchase Agreement in compliance with the terms thereof. F. Termination of this Agreement for any reason shall forthwith pay all sums owing not relieve either party of rights and obligations incurred prior to Licensor hereunderthe effective date of termination. Nothing A party’s right to terminate this Agreement shall be in this section 11 shall limit either Party’s addition to any other rights or remedies available at lawremedies, in equity law or otherwiseequity, available to such party.

Term and Termination. The (a) Unless otherwise terminated in accordance with Section 3(b), the term of this Agreement shall be for five (5) years (the “Initial "Development Term”") andfor the development, provided that at the end construction and testing of the Initial TermFacility shall commence on the date hereof and shall end on December 31, and later at the end of each Renewal 1999. (b) The Development Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days terminate prior to December 31, 1999 upon the expiration happening of any of the Initial Term or any Renewal Term (the “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement iffollowing events: (i) at the option of either party, if the other Party fails party shall fail to pay an amount perform in any material respect any material term, condition or obligation to the other when due hereunder be performed by it under this Agreement and such breach failure is not cured within thirty (30) days after written notice of such breach is given to it by the other Party; (ii) the other Party files a voluntary, or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days); (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party’s assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to perform any of the other material obligations set forth in this Agreement and such default: (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been is given by the non-terminating party and received by the defaulting Partyparty; or or (ii) in at the case option of a non-remediable defaulteither party, immediately upon written notice. , if the other party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or (iii) at the option of either party, immediately upon written notice, if an involuntary case or other proceeding shall be commenced against the other party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case remains unstayed and in effect for more than sixty (60) days; or (iv) at the option of either party, immediately upon written notice, if the other party shall assign or attempt to assign any rights under this Agreement without the prior written consent of the other party; (v) at the option of the Purchaser, if a force majeure condition (as defined in Section 25) shall continue for a period of sixty (60) consecutive days; or (vi) at the option of the Seller, if the Seller shall reasonably believe that any Change Order is not technically feasible or would materially increase the Seller's cost to construct the Facility; provided, -------- however, that the Seller first shall have given the Purchaser a written notice specifying such technical impediment or increase in cost and describing the same in reasonable detail and shall have used its best efforts in good faith to negotiate with the Purchaser a revised Change Order or an increase in the purchase price for the Facility. (c) Upon the termination of the Development Term, neither the Purchaser nor the Seller shall have any remaining rights, duties or expiry obligations hereunder, except that (i) the Purchaser shall have the rights granted under Section 2(d) to obtain possession of the Equipment, and the Seller shall cooperate fully with the Purchaser's efforts to do so, (ii) the Seller shall continue to have the duties under Section 2, including, but not limited to, the duty to refrain from moving, to refrain from using and to identify, insure and safeguard the Equipment, (iii) the Purchaser and the Seller shall continue to be bound by Sections 5, 7, 8, 14, 17, 18, 19 and 21 hereof and (iv) the Purchaser and the Seller shall use commercially reasonable efforts to effect the orderly termination of the relationship established by this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.

Term and Termination. 11.1 The term of this Agreement shall be come into force on the agreed Commencement Date and shall continue for five (5) years (a defined Term from that date, subject to the “Initial Term”) and, provided that at the end provisions of Clause 10 of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the Agreement shall automatically renew for successive terms of five (5) years (each a “Renewal Terms”) unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term (the “Term”). Agreement. 11.2 Either Party shall have the right right, subject to the agreement and consent of the other Party and exercisable by giving not less than 30 days written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 10.1 of the Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 15 days. 11.3 Either Party may terminate the Agreement by giving to the other not less than 30 days written notice, to expire on prior or at any time after the minimum term of the Agreement (which shall be defined in the Agreement). 11.4 Either Party may immediately terminate the Agreement by giving written notice to the other Party to terminate this Agreement if: (i) 11.4.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 14 Business Days of the due date for payment; 11.4.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to pay remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied; 11.4.3 an amount to encumbrancer takes possession, or where the other when due hereunder Party is a company, a receiver is appointed, of any of the property or assets of that other Party; 11.4.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 11.4.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such breach is not cured within thirty (30) days after written notice a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement); 11.4.6 anything analogous to any of such breach is given the foregoing under the law of any jurisdiction occurs in relation to it by the other Party; (ii) 11.4.7 the other Party files a voluntaryceases, or consents threatens to an involuntarycease, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy law (and such is not dismissed within ten (10) days);to carry on business; or (iii) there is an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part 11.4.8 control of the other Party’s assets and such order, judgment Party is acquired by any person or decree continues in effect for a period connected persons not having control of thirty (30) consecutive days; or (iv) the that other Party fails to perform any on the date of the Agreement. For the purposes of Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010. 11.5 For the purposes of sub-Clause 10.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects. 11.6 The rights to terminate the Agreement shall not prejudice any other material obligations set forth right or remedy of either Party in this Agreement and such default: respect of the breach concerned (i) in the case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination or expiry of this Agreement, pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or control, if any, and shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such Confidential Information; and c) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwiseany other breach.