Common use of Term and Termination Clause in Contracts

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbasis (“Bankruptcy Event”). Notwithstanding, Issuer Party may terminate this Agreement: (i) for cause immediately with notice to NCPS upon: (A) NCPS’s fraud, willful misconduct or gross negligence; (B) any material breach by NCPS of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured); or (C) upon a Bankruptcy Event of NCPS; or (ii) with 30 days’ prior written notice to NCPS in the event of any increase in the amount of fees or expenses pursuant to Section 10(a) and Exhibit B and such increase is not either applicable to NCPS’s escrow services customers generally or reasonably related to the specific services being provided to Issuer Party. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. (a) The term of this 12.1 This Agreement commences shall become effective as of the Effective Date anddate first above written (the "EFFECTIVE DATE"), unless subject to its approval or acceptance for filing by the FERC (if applicable) or if filed unexecuted, upon the date specified by the FERC, and shall continue in effect for twenty (20) years thereafter. 12.2 This Agreement shall not merge with or be terminated earlier pursuant to or superseded by any future agreement between the Parties that does not specifically so provide. 12.3 In the event either National Grid or Municipal abandons its work or facilities under this Agreement; becomes insolvent; or assigns or sublets this Agreement in a manner inconsistent with this Agreement, or is violating any of the material conditions, terms, obligations, or covenants of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time is not performing this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin good faith, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior by providing written notice. Before instituting proceedings before FERC to terminate the Agreement, National Grid must give Municipal written notice of the reasons for termination. If, within a period of ten (10) Calendar Days of receiving such notice, Municipal or National Grid cures the default or breach cited by the other in such written notice, to each other Partythe reasonable satisfaction of the Party that provided such notice, and shall have complied with the provisions of this Agreement, such notice shall become null and void and of no effect. Otherwise, such notice shall remain in effect and, except to the extent expressly provided for herein, the obligations of the Parties under this Agreement shall terminate ten (10) Calendar Days after such notice was provided. 12.4 In the event of a billing dispute between National Grid and Municipal, National Grid shall not remove the Interconnection Facilities or any part of the National Grid Transmission System from service or terminate transmission service thereon unless specifically authorized to do so under Applicable Laws and Regulations. Municipal shall not be in default under this Agreement as long as Municipal: (ci) No termination or expiration continues to make all payments and (ii) adheres to the dispute resolution procedures set forth in Article XXI of this Agreement and pays into an independent escrow account the portion, of any invoice in dispute, pending resolution of such dispute. If Municipal fails to meet the foregoing two requirements, then a default shall be deemed to exist, to which appropriate procedures set forth in this Article XII shall apply. 12.5 Termination of this Agreement shall affect not relieve Municipal or National Grid of any of its liabilities and obligations arising hereunder prior to the ongoing date termination becomes effective, and Municipal or National Grid may take whatever judicial or administrative actions as appear necessary or desirable to enforce its rights hereunder. The rights specified herein are not exclusive and shall be in addition to all other remedies available to either Party, either at law or in equity, for default or breach of any provision of this Agreement; provided, however, that in no event shall National Grid or Municipal be liable for any incidental, special, indirect, exemplary or consequential costs, expenses, or damages sustained by the other, as provided for in Article XXII hereto. 12.6 If a Party provides to the other written notice of termination pursuant to Section 12.3 and, in accordance therewith, such notice remains in effect ten (10) Calendar Days after such notice was provided (thereby terminating the obligations of Issuer the Parties under this Agreement), the Party that received such notice shall be liable to make payments the other for all costs, expenses, liabilities and obligations, including reasonable attorneys' fees, incurred by the other Party resulting from or relating to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had termination of this Agreement. 12.7 In the event of termination of this Agreement remained in effect until expiration without a superseding agreement governing the interconnection of Municipal and National Grid, National Grid, at its sole option, will physically disconnect Municipal from the Term will become immediately due and payable upon terminationNational Grid Transmission System. National Grid may return the Transmission System to its original state prior to this Agreement, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and or all references of National Grid Interconnection Facilities equipment. Municipal shall bear the costs of disconnecting any facilities solely used for the interconnection of Municipal to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringNational Grid Transmission System.

Term and Termination. 11.1 This Agreement may be terminated by the Dealer Manager, on the one hand, or the Corporation and the Adviser acting together, on the other, in the event that (a) The term the Corporation or the Adviser, on the one hand, or the Dealer Manager, on the other, shall have materially failed to comply with any of the material provisions of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstandingthe Corporation or the Adviser, NCPS on the one hand, or the Dealer Manager, on the other, materially breaches any of its representations and warranties contained in this Agreement and, in the case of the Corporation or the Adviser, such breach or breaches, individually or in the aggregate, would have a Material Adverse Effect; provided, however, that no party may terminate this Agreement for cause immediately without notice to Issuer Party upon: under this sentence unless such failure(s) or breach(es) under clause (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party above is or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is are not cured within 10 thirty (30) days after such party has delivered notice of receipt of written notice thereof (intent to the extent it can be cured), including, but not limited to, any failure to pay any amount terminate under this Agreement when due; or (d) if Issuer Party ceases regular operations or files Section 11.1. In any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actcase, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect expire at the ongoing obligations close of Issuer Party to make payments to NCPS in accordance with business on the terms hereunder and such obligations Termination Date. 11.2 The Dealer Manager, upon the expiration or termination of this Agreement, shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove (i) promptly deposit any and all references funds, if any, in its possession which were received from investors for the sale of Offered Shares into the appropriate account designated by the Corporation, (ii) promptly deliver to NCPS from any the Corporation all records and documents in its possession which relate to the Offering Documentand are not designated as dealer copies, cease (iii) provide a list of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering, and (iv) notify Selected Dealers of such termination. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents, but shall keep all such information confidential. The Dealer Manager shall use of NCPS intellectual property and no longer refer its best efforts to NCPS in connection cooperate with the offeringCorporation to accomplish an orderly transfer of management of the Offering to a party designated by the Corporation. 11.3 Upon expiration or termination of this Agreement, the Corporation shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under Section 4 at such time as such compensation becomes payable.

Term and Termination. (a) The term of this Agreement commences as your appointment shall be for one Year or until the next Annual Meeting of the Effective Date and, Stockholders unless terminated earlier pursuant to any as provided herein unless the Board of Directors decides otherwise. For the purposes of this Agreement’s express provisions, will continue in effect until the first a “Year” of service is deemed to occur run from January 1 of the final closing a year through December 31 of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundssuch year. (b) Notwithstanding, NCPS may This appointment shall terminate this Agreement immediately and without claim for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or compensation on the occurrence of any of their affiliatesthe following events: (i) if you resign as a director of the Company for any reason; (ii) if you are removed and not re-appointed as a director of the Company at a meeting of shareholders of the Company duly called for the purpose of the election or appointment of directors in accordance with the requirements of the law of the State of Nevada and the articles of association and by laws of the Company, and. for so long as any securities of the Company are listed on one or more securities exchanges, the requirements of such securities exchanges; (iii) if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or (biv) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; if you have been disqualified from acting as a director (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as a director for a period of at least 60 days); (v) upon your death; (vi) if an order of a court having jurisdiction over the Company requires you to pay any amount under resign; (vii) your conviction of, or plea of guilty or nolo contendere to, a felony; (viii) your willful misconduct that causes material harm to the Company, or (ix) your material breach of this Agreement when due; or that remains uncured for thirty (d30) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior days after written notice to each other Partythereof. (c) No Any termination or expiration of your appointment under this Agreement shall affect be without payment of damages or compensation (except that you shall be entitled to any accrued Compensation or Expenses properly incurred prior to the ongoing obligations date of Issuer Party such termination pursuant to make payments Section 2 of this Agreement). (d) On termination of your appointment under this Agreement, you shall return all property belonging to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Company, any of the Term will become immediately due and payable upon termination, and Issuer Party shall pay its subsidiaries or shall cause to be paid such amountsany of its affiliated entities, together with all previously-accrued but not yet paid feesdocuments, on receipt papers, disks and information, howsoever stored, relating to any of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any them and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS used by you in connection with your position with the offeringCompany.

Term and Termination. (a) The term of this 12.1 This Agreement commences shall become effective as of the Effective Date anddate first above written (the "EFFECTIVE DATE"), unless subject to its approval or acceptance for filing by the FERC (if applicable) or if filed unexecuted, upon the date specified by the FERC, and shall continue in effect for twenty (20) years thereafter. 12.2 This Agreement shall not merge with or be terminated earlier pursuant to or superseded by any future agreement between the Parties that does not specifically so provide. 12.3 In the event either National Grid or Municipal abandons its work or facilities under this Agreement; becomes insolvent; or assigns or sublets this Agreement in a manner inconsistent with this Agreement, or is violating any of the material conditions, terms, obligations, or covenants of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time is not performing this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin good faith, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior by providing written notice. Before instituting proceedings before FERC to terminate the Agreement, National Grid must give Municipal written notice of the reasons for termination. If, within a period of ten (10) Calendar Days of receiving such notice, Municipal or National Grid cures the default or breach cited by the other in such written notice, to each other Partythe reasonable satisfaction of the Party that provided such notice, and shall have complied with the provisions of this Agreement, such notice shall become null and void and of no effect. Otherwise, such notice shall remain in effect and, except to the extent expressly provided for herein, the obligations of the Parties under this Agreement shall terminate ten (10) Calendar Days after such notice was provided. 12.4 In the event of a billing dispute between National Grid and Municipal, National Grid shall not remove the Interconnection Facilities or any part of the National Grid Transmission System from service or terminate transmission service thereon unless specifically authorized to do so under Applicable Laws and Regulations. Municipal shall not be in default under this Agreement as long as Municipal: (ci) No termination or expiration continues to make all payments and (ii) adheres to the dispute resolution procedures set forth in Article XXI of this Agreement and pays into an independent escrow account the portion, of any invoice in dispute, pending resolution of such dispute. If Municipal fails to meet the foregoing two requirements, then a default shall be deemed to exist, to which appropriate procedures set forth in this Article XII shall apply. 12.5 Termination of this Agreement shall affect not relieve Municipal or National Grid of any of its liabilities and obligations arising hereunder prior to the ongoing date termination becomes effective, and Municipal or National Grid may take whatever judicial or administrative actions as appear necessary or desirable to enforce its rights hereunder. The rights specified herein are not exclusive and shall be in addition to all other remedies available to either Party, either at law or in equity, for default or breach of any provision of this Agreement; provided, however, that in no event shall National Grid or Municipal be liable for any incidental, special, indirect, exemplary or consequential costs, expenses, or damages sustained by the other, as provided for in Article XXII hereto. 12.6 If a Party provides to the other written notice of termination pursuant to Section 12.3 and, in accordance therewith, such notice remains in effect ten (10) Calendar Days after such notice was provided (thereby terminating the obligations of Issuer the Parties under this Agreement), the Party that received such notice shall be liable to make payments the other for all costs, expenses, liabilities and obligations, including reasonable attorneys' fees, incurred by the other Party resulting from or relating to NCPS in accordance with the terms hereunder termination of this Agreement. 12.7 In the event of termination of this Agreement, National Grid, at its sole option and such obligations shall surviveat Municipal's expense, will physically disconnect Municipal from the National Grid Transmission System. Amounts that would have become payable had National Grid may return the Transmission System to its original state prior to this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationAgreement, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and or all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringNational Grid Interconnection Facilities equipment.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbasis (“Bankruptcy Event”). Notwithstanding, Issuer Party may terminate this Agreement: (i) for cause immediately with notice to NCPS upon: (A) NCPS’s fraud, willful misconduct or gross negligence; (B) any material breach by NCPS of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured); or (C) upon a Bankruptcy Event of NCPS; or (ii) with 30 days’ prior written notice to NCPS in the event of any increase in the amount of fees or expenses pursuant to Section 10(a) and Exhibit B such increase is not either applicable to NCPS’s escrow services customers generally or reasonably related to the specific services being provided to Issuer Party. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party or Manager upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or Manager or any of their affiliates; (bii) conduct by Issuer Party or Manager or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party or Manager of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbasis (“Bankruptcy Event”). Notwithstanding, Issuer may terminate this Agreement: (i) for cause immediately with notice to NCPS upon: (A) NCPS’s fraud, willful misconduct or gross negligence; (B) any material breach by NCPS of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured); or (C) upon a Bankruptcy Event of NCPS; or (ii) with 30 days’ prior written notice to NCPS in the event of any increase in the amount of fees or expenses pursuant to Section 10(a) and Exhibit C and such increase is not either applicable to NCPS’s escrow services customers generally or reasonably related to the specific services being provided to Issuer. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party or Manager to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due Issuer and payable upon termination, and Issuer Party Manager shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit BC, Section 9 or Section 10. In addition, Issuer Party and Manager shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. 8.1 This Agreement may be terminated by any Party with or without cause on thirty (a30) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to days’ advance written notice. 8.2 Notwithstanding any other provision of this Agreement’s express provisions, will continue in effect until DFAS, the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement Adviser or the Escrow Funds. (b) Notwithstanding, NCPS Fund may terminate this Agreement for cause immediately without on not less than thirty (30) days’ prior written notice to Issuer Party upon: the Company, unless the Company has cured such cause within thirty (a30) frauddays of receiving such notice, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) for any material breach by Issuer Party the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement if such breach or is not cured within 10 days the subject of receipt material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice thereof (to the extent it can be cured)Fund, includingthe Adviser and DFAS, but not limited toif the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 cause on not less than sixty (60) days’ prior written notice to each all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party.’s ultimate controlling person; however, a change in the name of the Party will not constitute a change in control; (b) a material change in, or other material revision to, the Contracts or the prospectus(es) of the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) No termination any action taken by federal, state or expiration other regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement shall affect Agreement. 8.11 Notwithstanding the ongoing obligations termination of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationAgreement, and Issuer each Party shall pay or shall cause continue for so long as any Contracts remain outstanding to be paid perform such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or its duties hereunder as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any are necessary to ensure the continued tax status thereof and all references to NCPS from any Offering Document, cease use the payment of NCPS intellectual property and no longer refer to NCPS in connection with the offeringbenefits thereunder.

Term and Termination. (a) The term a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement commences as of shall remain in effect for one (1) year after the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until (the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Initial Term”), at which time this Agreement and shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsbe automatically renewed for successive one (1) year periods (“Renewal Term(s)”). (b) Notwithstanding, NCPS b. This Agreement may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct be terminated by Issuer Party or any of their affiliates; following (b1) conduct by Issuer Party or any In the event of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any a material breach by Issuer Party of this Agreement if by either party, including the institution of any bankruptcy, insolvency or receivership proceedings by or against either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the “'Default Notice”). In the event such breach is not cured within 10 ten (10) days after service of receipt the Default Notice, this Agreement shall automatically terminate at the election of the nondefaulting party upon the giving of a written notice thereof (of termination to the extent it can be cured), including, but not limited to, any failure breaching party unless prior to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of that time the Federal Bankruptcy Act, breaching party gives timely notice to the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting party of its creditorsefforts to cure, or any class thereofadvises that such cure will take longer than ten (10) days, for purposes of effecting a moratorium upon or extension or composition of its debts; or and continues to undertakes appropriate steps to effect such cure and pursues such action to conclusion. (2) Notwithstanding anything contained to the failure of Issuer Party generally to pay its debts on a timely basis. Any Party contrary in this Agreement, Vestin may terminate this Agreement for any other or no reason with 90 days’ prior on thirty (30) days written notice to each other PartyStrategix and Strategix may terminate this Agreement for any reason on ninety (90) days written notice to Vestin. The ninety (90) day notice is necessary to allow Vestin the time necessary to replace the Accounting Services being performed pursuant to this Agreement. (c) No c. Upon termination of this Agreement for any reason, Strategix shall co-operate with Vestin, its independent public accountants and any persons or expiration companies engaged by Vestin to perform accounting and financial reporting services, in order to ensure a smooth transition of the accounting and financial reporting functions. In this regard, Strategiz shall make available to its successors all work papers and similar documents prepared in the course of performing services under this Agreement. d. Termination of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder not release or discharge either party from any obligation, debt or liability which shall have previously accrued and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause remain to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt performed upon the date of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringtermination.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court or to a successor provider of escrow services or agent pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbasis (“Bankruptcy Event”). Notwithstanding, Issuer Party may terminate this Agreement: (i) for cause immediately with notice to NCPS upon: (A) NCPS’s fraud, willful misconduct or gross negligence; (B) any material breach by NCPS of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured); or (C) upon a Bankruptcy Event of NCPS; or (ii) with 30 days’ prior written notice to NCPS in the event of any increase in the amount of fees or expenses pursuant to Section 10(a) and Exhibit B and such increase is not either applicable to NCPS’s escrow services customers generally or reasonably related to the specific services being provided to Issuer Party. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. (a) The term of this This Agreement commences as of will become effective upon the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsdate first set forth above, will continue in effect until throughout the first to occur term of the final closing Underwriting Agreement, and will terminate automatically upon any termination of the Offering and/or Underwriting Agreement; provided, however, that, notwithstanding such termination of the disbursement of Underwriting Agreement, the Adviser will continue to pay to Distributor all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court fees to which Distributor is entitled pursuant to Section 5 or Section 8 hereof (“Term”), at which time this the Underwriting Agreement shall terminate for services performed through such termination date and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsany other fees payable upon such termination. (b) NotwithstandingThis Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the Financial Industry Regulatory Authority, NCPS Inc. (“FINRA”) and the Adviser may terminate this Agreement for cause immediately without upon written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPSin the event the Distributor’s current business, prospective business or professional reputation; FINRA membership is suspended. (c) any material breach by Issuer Party of In addition, either party may immediately terminate this Agreement if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any applicable law, or if the service and payment model remaining substantially as reflected herein creates a substantial risk that such a violation could occur or would be incurred. (d) In addition, either party may immediately terminate this Agreement if it has “Cause” to do so, which, for these purposes is defined as being applicable if: (i) the other party materially breaches this Agreement and the breach is not cured remedied within 10 30 days of receipt of after the party wishing to terminate gives the breaching party written notice thereof of the breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of criminal or unethical behavior in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueconduct of its business; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a voluntary petition under any bankruptcy or insolvency law, becomes the subject of an involuntary petition under any class thereofbankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for purposes of effecting a moratorium upon the other party or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyproperty. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. This Agreement shall become effective upon its execution, and: (a) The term this Agreement may be terminated at any time, without payment of any penalty, (i) by Adviser, (ii) by the Board or (iii) by vote of a majority of the outstanding voting securities of the Fund, in each case by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to Subadviser, or immediately in the event that (t) key investment personnel leave Subadviser and Adviser concludes that the loss of the services of such personnel could materially adversely affect Subadviser's performance hereunder, (u) Subadviser or key investment personnel of Subadviser are indicted for a felony involving moral turpitude or that could cause material harm to Subadviser or its reputation, (v) key investment personnel of the Subadviser are or become ineligible to serve in the capacity of employee, officer, director, member of an advisory board or principal underwriter for any registered investment company under Section 9 of the 1940 Act, or any successor provision, or the rules or regulations promulgated thereunder, (w) the commencement of enforcement proceedings against Subadviser or any employee of Subadviser by the SEC, the Commodity Futures Trading Commission or any state securities regulator, (x) actions or omissions shall have resulted in the imposition of sanctions against Subadviser or any employee of Subadviser under the Advisers Act, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the 1940 Act, the Commodity Exchange Act or any state securities law, or the rules or regulations promulgated thereunder, (y) failure of Subadviser or its employees to maintain required licenses and registrations to perform duties hereunder, or (z) Subadviser commits a material breach of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant or there is a material failure by Subadviser to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsperform its duties hereunder. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct may be terminated by Issuer Party or Subadviser at any of their affiliates; (b) conduct time by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of less than 180 days' written notice thereof (delivered or mailed by registered mail, postage prepaid, to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.Adviser; (c) No termination or expiration of unless otherwise terminated, this Agreement shall affect continue in effect for two years from the ongoing obligations date of Issuer Party execution, and from year to make payments to NCPS year thereafter so long as such continuance is specifically approved at least annually (i) by the Board or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board who are not interested persons of the Fund or Adviser or Subadviser, cast in accordance with person at a meeting called for the terms hereunder and purpose of voting on such obligations shall survive. Amounts that would have become payable had approval; and (d) this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or terminate automatically as otherwise set forth in Exhibit B, Section 9 or Section 1011. In additionthe event that this Agreement is terminated, Issuer Party Subadviser agrees to cooperate with Adviser and any successor subadviser to Subadviser and provide such information or take such other action as may be reasonably requested by Adviser in order to ensure continuous, high quality services are provided to the Fund; provided, however, that it is understood that Subadviser shall remove not be responsible for any and all references to NCPS from act or omission of Adviser or any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringsuccessor subadviser.

Term and Termination. 14.1 You may use the Software for the Licence Period. You will not be allowed to use the Software after the Licence Period ends unless we extend your right to use it. The way we extend your right to use the Software will depend on the Software you are using. We (aor your supplier) The term of will tell you how to extend your right to use the Software in each case. 14.2 You may end this Agreement commences as of agreement at any time by writing to tell us and once acknowledged by us, the Effective Date and, unless terminated earlier pursuant agreement may end. Such termination will mean all sums owed to us become immediately due and you will not be entitled to any of this Agreement’s express provisionsrefund. If you are paying for technical support or any other service from us and you want to end that service, will continue in effect until you should read the first terms for that support or service to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant find out how to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsstop that particular service. (b) Notwithstanding14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, NCPS either party may terminate this Agreement for cause agreement immediately without notice liability to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other if: 14.3.1 the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; (b) conduct or 14.3.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or 14.3.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by Issuer Party the other party or its directors or by a qualifying floating charge holder; or 14.3.4 a receiver is appointed over any of their affiliates that may jeopardize NCPS’s current businessthe other party's assets or undertaking, prospective business or professional reputation; (c) any material breach by Issuer Party if circumstances arise which entitle a court of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (competent jurisdiction or a creditor to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; appoint a receiver or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter manager of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother party, or if any other federal person takes possession of or state law relating to insolvency, bankruptcy sells the other party's assets; or 14.3.5 the other party makes any arrangement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code composition with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, makes an application to a court of competent jurisdiction for purposes of effecting a moratorium upon or extension or composition the protection of its debtscreditors in any way; or 14.3.6 the other party ceases, or threatens to cease, to trade; or 14.3.7 the failure other party takes or suffers any similar or analogous action in any jurisdiction in consequence of Issuer Party generally debt. 14.4 If you have purchased a licence to pay its debts on use the Software for a timely basis. Any Party specified period of time, rather than a perpetual licence period, we may terminate end this Agreement for any other or no reason with 90 days’ prior agreement by giving you thirty days written notice to each other Party. (c) No termination or expiration at any time. If we do, we will refund an amount being the proportion of the unexpired period of the term of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringagreement.

Term and Termination. (a) The term of this This Agreement commences as of will become effective upon the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsdate first set forth above, will continue in effect until throughout the first to occur term of the final closing Distribution Agreement, and will terminate automatically upon any termination of the Offering and/or Distribution Agreement; provided, however, that, notwithstanding such termination of the disbursement of Distribution Agreement, the Adviser will continue to pay to Distributor all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court fees to which Distributor is entitled pursuant to Section 5 or Section 8 hereof (“Term”), at which time this the Distribution Agreement shall terminate for services performed through such termination date and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsany other fees payable upon such termination. (b) NotwithstandingThis Agreement will terminate immediately and automatically in the event the Distributor is expelled as a member of the NASD, NCPS and the Adviser may terminate this Agreement for cause immediately without upon written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; in the event the Distributor's NASD membership is suspended. (c) In addition, either party may immediately terminate this Agreement in whole or if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any material breach by Issuer Party of applicable law, or with the service and payment model remaining substantially as reflected herein, a substantial risk that such a violation could occur would be incurred. (d) In addition, either party may immediately terminate this Agreement if such it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other party materially breaches this Agreement and the breach is not cured remedied within 10 thirty (30) days of receipt of after the party wishing to terminate gives the breaching party written notice thereof of the breach; (ii) a final judicial, regulatory or administrative ruling or order is made in which the party to be terminated has been found guilty of criminal or unethical behavior in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueconduct of its business; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a voluntary petition under any bankruptcy or insolvency law, becomes the subject of an involuntary petition under any class thereofbankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for purposes of effecting a moratorium upon the other party or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyproperty. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. 7.1 This Agreement shall start on the Commencement Date and shall continue in accordance with this Agreement. 7.2 With regards to the renewal of the supply of Goods and/or Services, the Supplier will provide a renewal quotation at least sixty (60) days prior to expiry of the Initial Period, in conformity with the Charges. Maintel shall be entitled to renew individual Services for a period, as reasonably determined by ▇▇▇▇▇▇▇, with the charge being adjusted pro-rata. 7.3 Without limiting its other rights or remedies, Maintel may terminate this Agreement with immediate effect by giving written Notice to the Supplier if: (a) The term the Supplier commits a material or persistent breach (which for the purposes of this Agreement commences as shall include the loss of any required accreditation to fulfill the Supplier obligations) of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of receipt of Notice in writing of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.breach; (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy CodeSupplier suspends, or any other federal or state law relating threatens to insolvencysuspend, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting payment of its creditors, debts or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally is unable to pay its debts on as they fall due or admits inability to pay its debts or (being a timely basis. Any Party may terminate this Agreement for company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any other or no reason with 90 days’ prior written notice partner to each other Party.whom any of the foregoing apply; (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together Supplier commences negotiations with all previously-accrued but not yet paid feesor any class of its creditors with a view to rescheduling any of its debts, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit Bmakes a proposal for or enters into any compromise or arrangement with its creditors; (d) a petition is filed, Section 9 a Notice is given, a resolution is passed, or Section 10. In additionan order is made, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS for or in connection with the offeringwinding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier; (e) the Supplier (being an individual) is the subject of a bankruptcy petition order; (f) a creditor or encumbrancer of the Supplier 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 its assets and such attachment or process is not discharged within fourteen (14) days; (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 Supplier (being a company); (h) a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier; (j) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.3(b) to clause 7.3(i) (inclusive); (k) the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; (l) the Supplier (being an individual) dies or, by reason of illness, incarceration or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 7.4 Without limiting its other rights or remedies, Maintel may terminate this Agreement: (a) in respect of the supply of Services, by giving the Supplier one (1) months' written Notice; and (b) in respect of the supply of Goods, with immediate effect by giving written Notice to the Supplier. 7.5 In any of the circumstances in these conditions in which Maintel may terminate this Agreement, where both Goods and Services are supplied, Maintel may instead terminate part of this Agreement in respect of the Goods, or in respect of the Services, and this Agreement shall continue in respect of the remaining supply. 7.6 With respect to termination by the Supplier, Maintel shall be given no less than six (6) months’ written Notice of such termination to take effect at the end of the Initial Period, or any anniversary thereafter. The Supplier shall formally write to Maintel to advise of the termination, confirming the date this Agreement shall be terminated.

Term and Termination. 10.1 This Agreement will be in effect until all outstanding Order Forms have expired to been terminated in accordance with this Agreement. Each Order Form will be in effect for a period of one (a1) The term of this Agreement commences as of year from the Effective Date and(the “Initial Term”) and will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Subscription Term”). During the Subscription Term, at which time this Agreement shall Customer may purchase Subscriptions for additional Servers pursuant to an Order Form and such Subscriptions will be co-terminus with the then-current Subscription Term. Either party may elect not to renew an Order Form by providing the other party with no less than sixty (60) days’ notice prior to the commencement of a Renewal Term. The expiration or termination of an Order Form or SOW will not terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS any other Order Form in effect. Either party may terminate this Agreement for cause immediately without notice to Issuer Party uponAgreement, Order Forms and SOWs with immediate effect: (a) fraudin the event that the other party breaches this Agreement and does not cure such breach within thirty (30) days following of written notice of such breach, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates in the event that may jeopardize NCPS’s current the other party ceases business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is becomes insolvent or bankrupt or the entry if a receiver, examiner, administrator or administrative receiver is appointed over any part of an order for relief that party’s business or if anything analogous occurs in relation to that party under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit laws of creditors; the convening by Issuer Party of a meeting of its creditorsanother jurisdiction, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings in relation to such party. 10.2 Sections 2 and 5-9, 10.2, 10.3, and 11 will survive the expiration or termination of this Agreement. 10.3 During the Subscription Term and for one (1) year following termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party (but no more than once in a calendar year), Company and its auditors may inspect Customer’s records relating to make payments to NCPS in accordance with the terms hereunder its reproduction and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration use of the Term Software, Support and Subscription for the purposes of verifying Customer’s compliance with this Agreement. Customer will become immediately due cooperate fully with Company and payable upon terminationits auditors in conducting audits and provide reasonable assistance. If an underpayment is discovered, Customer will promptly pay such amount and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Customer will reimburse Company for the cost of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaudit.

Term and Termination. (a) The term of this 15.01 This Agreement commences as of shall become effective on the Effective Date andand shall, unless sooner terminated earlier pursuant to by any other provision of this Agreement’s express provisions, will continue remain in full force and effect until for as long as Kissei, or its Affiliates or its Authorized Sublicensees, continues to sell or have sold the first to occur of the final closing of the Offering and/or the disbursement of all amounts Product in the Escrow Funds or deposit of all amounts Territory. 15.02 Notwithstanding the stipulation in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)paragraph 15.01 hereof, at which time this Agreement shall terminate upon the occurrence of any of the following itemized events: (i) Either party commits a material default or breach of any material term in this Agreement, and NCPS shall have no further obligation the other party gives notice to the party specifying the term or liability whatsoever with respect condition which is alleged as the basis of the default. If the defaulting party fails to correct or cure the default within sixty (60) days after receipt of said notice, this Agreement may be terminated by the non-defaulting party by the giving of a final notice of termination to the defaulting party. The parties may mutually agree to extend the time period for the defaulting party to correct or cure the Escrow Funds.default; or (bii) NotwithstandingEither party files in any court or agency pursuant to any statute or regulation pertaining to bankruptcy, NCPS may terminate this Agreement insolvency, or payment of debts, of any state or country, a petition in bankruptcy or insolvency or for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance reorganization or willful misconduct by Issuer Party for an arrangement or any for the appointment of their affiliates; (b) conduct by Issuer Party a receiver or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter trustee of the Federal Bankruptcy Act, the Federal Bankruptcy Codeparty or of its assets, or if either party proposes a written agreement of composition or extension of its debts, or if either party shall be served with an involuntary petition against it, filed in any other federal insolvency proceeding and such petition shall not be dismissed within sixty (60) days after the filing thereof, or state law relating if either party shall propose or be a party to insolvencyany dissolution or liquidation, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; if either party shall make an assignment for the benefit of creditors; or (iii) Kissei decides, at its sole discretion, to cease development or marketing of the convening Modified Protein and the Product in the Territory and provides written notice to Protox thereof, provided that if such termination is after commercial launch of the Product, Kissei shall provide six (6) months prior written notice of such decision to terminate this Agreement to allow Protox to find a new partner in the Territory. 15.03 Upon the termination of this Agreement for the reason of the fact of default or breach by Issuer Party Kissei under paragraph 15.02(i), for the reason of a meeting of its creditorsany event described in paragraph 15.02(ii) occurring in relation to Kissei, or if Kissei terminates the Agreement pursuant to paragraph 15.02(iii), Kissei shall return to Protox any class thereofdocuments that embody the Technical Information of Protox, without delay, including copies, excerpts and the like as disclosed by Protox under this Agreement. Further, Kissei shall assign to Protox the Trademark registration for the Product stipulated in paragraph 7.02. 15.04 Upon the termination of this Agreement for the reason of the fact of default or breach by Kissei under paragraph 15.02(i), for purposes the reason of effecting a moratorium upon any event described in paragraph 15.02(ii) occurring in relation to Kissei, or extension or composition if Kissei terminates the Agreement pursuant to paragraph 15.02(iii), Kissei shall notify Protox as to the amount of the Bulk Product and the Product Kissei and its debts; or Affiliates and Authorized Sublicenses then have on hand, the failure sale of Issuer Party generally which would, but for the termination, be subject to royalty, and, if they so wish, Kissei, its Affiliates and its Authorized Sublicensees shall thereupon be permitted to sell that amount of the Bulk Product and the Product, provided that Kissei shall pay its debts on a timely basis. Any Party may terminate the royalty due thereon to Protox. 15.05 Termination of this Agreement for any reason shall be without prejudice to: (i) the obligations of confidentiality provided for in Article 13 hereof; (ii) Protox’s right to receive all payments of the royalties accrued under Article 5 hereof (except in the event of a Protox default or breach); (iii) Protox’s right of inspecting books and account of Kissei, its Affiliates and its Authorized Sublicensees relative to the calculation of royalty payments for the Royalty Period and thereafter occurring prior to the date of termination; provided, however, that in the event of a Protox default or breach, the right to inspect Kissei’s books and account shall only exist for one (1) year after the date of termination, and in such case all audit rights under this Agreement shall expire on the date which is one (1) year after the date of termination; (iv) the obligations of indemnification provided for in paragraph 21.01 and 21.02; (v) the obligations of Kissei to provide Protox as per paragraph 3.04 hereof with the Technical Information of Kissei obtained before the termination of this Agreement; and (vi) any other remedies which either party may then or no reason with 90 days’ prior written notice to each other Partythereafter have hereunder or otherwise (except in the event of a Protox default or breach). (c) No 15.06 Upon the termination or expiration of this Agreement for the reason of the fact of default or breach by Kissei under paragraph 15.02(i), for the reason of any event described in paragraph 15.02(ii) occurring in relation to Kissei, or if Kissei terminates the Agreement pursuant to paragraph 15.02(iii), Kissei shall, and shall affect cause its Affiliates and its Authorized Sublicensees to provide Protox and/or its Affiliates and/or any Third Party appointed by Protox (hereinafter referred to as the ongoing obligations “Transferee”) with reasonable assistance, excluding financial assistance, in the transfer, to the extent permissible under the laws or regulations of Issuer Party the Territory, to make payments the Transferee of the marketing approvals and Registration or any other authorization, approval or license which Kissei, its Affiliates or its Authorized Sublicensees have with respect to NCPS the Product in accordance the Territory. Such assistance shall include, among others, an authorization by Kissei or its Affiliate or its Authorized Sublicensees given to the Transferee to access the marketing approvals and Registration filed by Kissei or its Affiliates or its Authorized Sublicensees with the terms hereunder competent health authorities with respect to the Product in the Territory, the provision by Kissei, if necessary, to the Transferee of the Technical Information of Kissei and such obligations shall survive. Amounts that would have become payable had this Agreement remained other acts which the Transferee may reasonably request Kissei in effect until expiration of order to transfer the Term will become immediately due marketing approvals and payable upon termination, and Issuer Party shall pay or shall cause Registration with respect to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth the Product in Exhibit B, Section 9 or Section 10the Territory. In addition, Issuer in the event of any such termination described above, Kissei will transfer to Protox all material, documents and the Technical Information of Kissei related to the Product, and Kissei hereby grants to Protox a paid-up, perpetual, exclusive, world-wide license to use such Technical Information and Improvements of Kissei to make, use, sell, offer for sale, commercialize and develop the Products. 15.07 Upon the termination of this Agreement for the reason of the fact of default or breach by Protox under paragraph 15.02(i), or for the reason of any event described in paragraph 15.02(ii) occurring in relation to Protox, Protox shall return to Kissei any documents that embody the Technical Information of Kissei, without delay, including copies, excerpts and the like as disclosed by Kissei under this Agreement. 15.08 If (a) Protox commits a material default or breach of any material term in this Agreement, (b) Kissei gives notice to Protox specifying the term or condition which is alleged as the basis of the default, (c) Protox fails to correct or cure the default within sixty (60) days after receipt of said notice, (d) Kissei obtains an award of damages against Protox arising from such default pursuant to Article 18 (the “Award”), (e) Kissei elects not to terminate this Agreement under paragraph 15.02 (i) pursuant to such default, and (f) Protox does not pay such damages within ninety (90) days of the date of the Award, then Kissei may, in its sole discretion and for so long as the Award remains unpaid reduce the Royalty Rate to [*…***…]. In such case Protox shall disclose to Kissei the […***…]. The amounts withheld from Protox by Kissei under this paragraph 15.08 shall be credited to the Award until the Award has been so paid in full. Upon full payment of the Award, the foregoing Royalty Rate reduction shall end and Kissei shall resume full royalty payments to Protox under this Agreement. 15.09 Upon the termination of this Agreement for the reason of any event described in paragraph 15.02(ii) occurring in relation to Protox, Protox shall assist Kissei to obtain a direct license with Third Parties that own Third Party patents and any Patents in order for Kissei to make, develop, use, manufacture, have manufactured, import, market, sell, offer for sale the Modified Protein, the Bulk Product and the Product in the Territory. In addition, Protox shall remove any transfer to Kissei copies of all material, documented Technical Information of Protox related to the Modified Proteins and all references the Bulk Product and trademark registered by Protox and Protox hereby grants to NCPS from any Offering DocumentKissei a paid-up, cease perpetual, exclusive license to use such Technical Information of NCPS intellectual property Protox and no longer refer trademark registered by Protox to NCPS make, develop, use, manufacture, have manufactured, import, market, sell, offer for sale the Modified Proteins, the Bulk Product and the Product in connection with the offeringTerritory.

Term and Termination. (a) The term of this This Agreement commences as of will become effective on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will and shall continue in effect until for the first to occur period set forth in the Main Agreement unless otherwise terminated or canceled as provided herein. This Agreement shall automatically renew for one or more renewal terms of one (1) year each at the end of the final closing initial term of any renewal term unless either party tenders written notice of its intent to terminate at least thirty (30) days prior to the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsscheduled expiration date. (b) NotwithstandingEither party hereto may, NCPS may at is option, and without notice, terminate this Agreement for cause immediately without notice Agreement, effective immediately, should the other party hereto (i) admit in writing its inability to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliatespay its debts generally as they become due; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the convening by Issuer Party filing of a meeting petition of its creditorsbankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or any class thereof, for purposes consent to the filing of effecting a moratorium upon or extension or composition of its debtspetition seeking such reorganization; or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the failure liquidation of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other such party's property or no reason with 90 days’ prior written notice to each other Partybusiness affairs. (c) No termination or In the event that either party commits a material breach of its obligations hereunder, the other party may, at its option, terminate this Agreement, by thirty (30) days written notice of termination, which notice shall identify and describe the basis for such termination; provided, however, that if, prior to expiration of such period, the defaulting party cures such default, termination shall not take place. (d) Upon any termination of this Agreement Agreement, Sections III and XV shall affect survive the ongoing obligations termination of Issuer Party this Agreement. Licensee shall immediately return to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration Liquid Audio all copies of the Term will become immediately due LMN Logo and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any Artwork and all references other Liquid Audio materials in Licensee's possession or control. Licensee shall deactivate all Links to NCPS from the LMN Sites and shall not create any Offering Document, cease use links thereto without the prior consent of NCPS intellectual property and no longer refer to NCPS in connection with the offeringLiquid Audio.

Term and Termination. (a) The term of this This Agreement commences as of shall remain in force from the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue effective date set forth in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts paragraph on page 2 hereof until terminated as set forth in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to this Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds14. (b) NotwithstandingThis Agreement may be terminated at any time by either party giving written notice sent in accordance with Section 19 hereof specifying the effective date of termination, NCPS which shall not be less than sixty (60) days thereafter. (c) Except where the parties agree that there is a good faith dispute, either party may terminate this Agreement at any time in the event that the other party fails to account for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount monies due under this Agreement when due; or by giving written notice sent in accordance with Section 19 hereof specifying the effective date of termination, which shall not be less than ten (10) days thereafter. Such termination will not become effective if the other party accounts for and pays all monies due prior to the effective date of the termination. (d) if Issuer Party ceases regular operations At either party's option, this Agreement shall terminate automatically upon (i) the liquidation or files dissolution of all or a substantial portion of either party's business, (ii) the insolvency or bankruptcy of either party, (iii) the commission of an act of bankruptcy by either party, (iv) the making of an assignment for the benefit of creditors by either party, (v) the institution of any petition proceeding by or commences any case against either party (A) seeking to adjudicate it a bankrupt or proceeding insolvent, or (B) seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvencybankruptcy, bankruptcy insolvency or reorganization; reorganization or relief of debtors, which proceeding is not dismissed within 30 days, or (vi) the adjudication that Issuer Party is insolvent institution of any proceeding by or bankrupt or against either party seeking the entry of an order for relief under or the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party appointment of a meeting receiver, trustee, or other similar official for it or for any substantial part of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyproperty. (ce) No After the effective date of termination or expiration of this Agreement Agreement, the Program Administrator shall affect not (i) issue any quotes, cover notes, policies of insurance or certificates of insurance having an inception date subsequent to the ongoing obligations effective date of Issuer Party such termination, or (ii) extend, renew or increase the Company's liability on any existing Policy or contract. Notwithstanding the termination of this Agreement, the Company and the Program Administrator shall remain subject to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration as respect the Business bound prior to the effective date of the Term termination. Expirations on the Business written pursuant to this Agreement prior to its termination will become immediately due be and payable upon terminationremain the property of the Program Administrator, provided the Program Administrator has paid all moneys owed to the Company under this Agreement. (f) The provisions of Section 12, 15, 16 and Issuer Party 17 hereof shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt survive any termination of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringthis Agreement.

Term and Termination. (a) The Unless earlier terminated as provided below, the term of this Agreement commences as shall commence April 16,1999 and shall continue until April 16, 2005. Thereafter, provided both parties have met all the terms prescribed in this Agreement, the contract shall be renewable for additional three year periods. (a) CU may terminate this Agreement upon written notice to DTI, upon any of the Effective Date andfollowing events: (i) failure of DTI to fulfill or perform any one of the duties, unless terminated earlier pursuant to any obligations or responsibilities of DTI in this Agreement’s express provisions, will continue other than paragraph 3, which failure is not cured with twenty (20) days notice from CU; (ii) any assignment or attempted assignment by DTI of any interest in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or delegation of DTI's obligations without CU's written consent, which shall not be unnecessarily withheld; (iii) failure of DTI for any reason to function in the Escrow Fundsordinary course of business; or (iv) conviction in a court of competent jurisdiction of DTI, or a manager, partner, principal officer or major stockholder of DTI for any violation of law tending, in CU's opinion, to affect adversely the operation or business of DTI or the good name, goodwill, or reputation of CU or DTI. (b) Notwithstanding, NCPS DTI may terminate this Agreement for cause immediately without upon written notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or CU upon any of their affiliates; the following events: (bi) conduct by Issuer Party failure of CU to fulfill or perform any one of their affiliates that may jeopardize NCPS’s current businessthe duties, prospective business obligations or professional reputation; (c) any material breach by Issuer Party responsibilities of CU in this Agreement if such breach Agreement, which failure is not cured within 10 with twenty (20) days notice from DTI; (ii) any assignment or attempted assignment by CU of receipt any interest in this Agreement without DTI's written consent, which shall not be unnecessarily withheld; (iii) failure of written notice thereof CU for any reason to function in the ordinary course of business, including filing bankruptcy; (iv) conviction in a court of competent jurisdiction of CU, or a manager, partner, principal officer or major stockholder of CU for any violation of law tending, in DTI's opinion, to affect adversely the extent it can be cured)operation or business of CU or the good name, goodwill, or reputation of DTI, Products of DTI, or CU; or (v) submission by CU to DTI of false or fraudulent reports or statements, including, but not limited towithout limitation, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter monthly statements of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately amounts due and payable upon terminationto DTI under the terms of this Agreement, and Issuer Party shall pay or shall cause to be paid such amountsclaims for any refund, together with all previously-accrued but not yet paid feescredit, on receipt of NCPS’s invoice therefor rebate, incentive, allowance, discount, reimbursement or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringother payment by DTI.

Term and Termination. (a) 7.1. The term of this Agreement commences as shall be for a period of one year commencing on the Effective Date hereof and end on the one year anniversary of the Effective Date and, Date; provided that this agreement shall be renewed automatically for one year increments unless terminated earlier pursuant by either party hereto upon one-month written notice to the other, which may be given at any of this Agreement’s express provisions, will continue in effect until time after the first to occur one year anniversary of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsEffective Date. (b) Notwithstanding, NCPS 7.2. ITC may terminate this Agreement for cause immediately without upon 30 days written notice to Issuer Party upon: Exigent within the first year of the Agreement upon the occurrence of any termination event as follows: (ai) fraud, malfeasance or willful misconduct by Issuer Party Exigent or any of their affiliates; (b) conduct by Issuer Party its employees, representatives or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) agents breaches any material breach by Issuer Party obligation under this Agreement, including, without limitation, violation of this Agreement any payment terms, if such breach is not cured to ITC's satisfaction within 10 days the 30 day notice period, (ii) Exigent ceases to conduct business in the the normal course, becomes insolvent, enters into suspension of receipt of written notice thereof (to the extent it can be cured)payments, includingmoratorium, but not limited toreorganization or bankruptcy, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an makes a general assignment for the benefit of creditors; , admits in writing its inability to pay debts as they mature, suffers or permits the convening by Issuer Party appointment of a meeting of receiver for its creditorsbusiness or assets, or avails itself of or becomes subject to any class thereofother judicial or administrative proceeding related to insolvency or protection of creditors' rights (and, for purposes if such action or proceeding is involuntary on the part of effecting a moratorium upon Exigent, such action or extension or composition of its debts; or proceeding is not dismissed within 90 days), (iii) the failure of Issuer Party generally Exigent to pay its debts on a timely basisobtain any required permit or consent required to perform the Research. 7.3. Any Party Exigent may terminate this Agreement for any other or no reason with 90 days’ prior upon 30 days written notice to each ITC within the first year of the Agreement upon the occurrence of any termination event as follows: (i) ITC or any of its employees breaches any material obligation under this Agreement, if such breach is not cured to Exigent's satisfaction within the 30 day notice period, or (ii) ITC ceases to conduct business in the normal course, becomes insolvent, enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other Partyjudicial or administrative proceeding related to insolvency or protection of creditors' rights (and, if such action or proceeding is involuntary on the part of ITC, such action or proceeding is not dismissed within 90 days). 7.4. The provisions of Sections 3, 4, 5 and 7 shall survive the expiration or earlier termination of this Agreement. From and after the date of any such expiration or earlier termination, neither party shall have any further rights, privileges or obligations hereunder except that: (ci) No such expiration or earlier termination shall not relieve either party of any liability or obligation accrued prior to the expiration or termination date, including without limitation, Exigent's obligation to purchase the components and/or raw materials purchased or manufactured pursuant to Exigent's forecasts, if any, (ii) such expiration or earlier termination shall not affect the continued operation or enforcement of any provision of this Agreement which is to survive expiration or termination, and (iii) upon such expiration or earlier termination, each party shall immediately return to the other party all Confidential Information as required by Section 5 of this Agreement. In no event upon the expiration or termination of this Agreement shall affect the ongoing obligations terminating party (or in the event of Issuer Party an expiration, either party) be liable to make payments to NCPS in accordance with the terms hereunder and other party for any damages, indemnities, loss of profits, loss of revenues, or other losses by reason of any such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon or termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) 10.1 The term of this Agreement commences shall begin on the date set forth above and shall, unless earlier terminated as provided herein, continue until the end of the Effective Date andLicense Term. 10.2 Schw▇▇▇ ▇▇▇rma may at its option terminate this Agreement following the U.S. Approval Date, unless terminated earlier pursuant upon at least 120 days' written notice to TIMERx Technologies. 10.3 In the event that either party materially breaches any of the terms, conditions or agreements contained in this Agreement to be kept, observed or performed by it, then the other party may terminate this Agreement, at its option and without prejudice to any of this Agreement’s express provisionsits other legal or equitable rights or remedies, will continue in effect until by giving the first to occur of party who committed the final closing of the Offering and/or the disbursement of all amounts breach (i) in the Escrow Funds or deposit case of all amounts breach of obligations other than the payment of money, 60 days' notice in writing, unless the notified party within such 60-day period shall have cured the breach, and (ii) in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)case of breach of an obligation for the payment of money, at which time this Agreement shall terminate and NCPS 20 days' notice in writing, unless the notified party within such 20-day period shall have no further obligation or liability whatsoever with respect to this Agreement or cured the Escrow Fundsbreach, including any required payment of interest on previously unpaid amounts as set forth herein. (b) Notwithstanding, NCPS may 10.4 This Agreement will automatically terminate this Agreement if Schw▇▇▇ ▇▇▇rma files for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount protection under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvencybankruptcy laws, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; becomes insolvent, makes an assignment for the benefit of creditors; the convening by Issuer Party , appoints or suffers appointment of a meeting receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has such petition filed against it. 10.5 Any sublicenses granted by Schw▇▇▇ ▇▇▇rma under this Agreement shall provide for assignment to TIMERx Technologies of Schw▇▇▇ ▇▇▇rma's interest therein upon termination of this Agreement, subject to TIMERx Technologies' approval, which shall not be unreasonably withheld, but which, if properly withheld, shall result in the termination of such sublicense. 10.6 Following any expiration or termination of the License Term, the license to TIMERx Technologies under Section 6.7 shall be thereafter extended to include (in addition to its creditorscoverage as stated in such section) the use of Schw▇▇▇ ▇▇▇rma Test and Regulatory Data for purposes of complying with governmental requirements with respect to the Designated Product for manufacturing, marketing or use in the Territory. While exercises of the rights licensed under Section 6.7 prior to the extension under this Section will continue to bear a reasonable consideration as provided in Section 6.7, exercises of such rights as so extended under this Section for purposes of complying with governmental requirements with respect to the Designated Product or another controlled-release product containing Diltiazem for manufacturing, marketing or use in the Territory will be fully paid-up and royalty free. 10.7 Schw▇▇▇ ▇▇▇rma's obligations regarding payment of Royalties accrued as of the date of termination, TIMERx Technologies' rights under Sections 6.6 and 6.7 (except if this Agreement is terminated due to an uncured breach on the part of TIMERx Technologies), and Schw▇▇▇ ▇▇▇rma's rights under Section 6.8 (except if this Agreement is terminated due to an uncured breach on the part of Schw▇▇▇ ▇▇▇rma), and the provisions of Sections 7, 9, and 11, hereof shall survive any class thereofexpiration or termination of this Agreement. 10.8 All rights and licenses granted under or pursuant to this Agreement by TIMERx Technologies (as the "licensor") to Schw▇▇▇ ▇▇▇rma (as the "licensee") or by Schw▇▇▇ ▇▇▇rma (as the "licensor") to TIMERx Technologies (as the "licensee") are and shall otherwise be deemed to be, for purposes of effecting a moratorium upon or extension or composition Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. The parties agree that the licensee of such rights under this Agreement, shall retain and may fully exercise all of its debts; rights and elections under the Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against the failure licensor under the Bankruptcy Code, the licensee shall be entitled to a complete duplicate of Issuer Party generally (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, shall to pay the extent required for the exercise of the licenses granted hereunder, be promptly delivered to the licensee (i) upon any such commencement of a bankruptcy proceeding upon written request therefor by the licensee, unless the licensor elects to continue to perform all of its debts on a timely basis. Any Party may terminate obligations under this Agreement for any other Agreement, or no reason with 90 days’ prior written notice to each other Party. (cii) No termination or expiration if not delivered under (i) above, upon the rejection of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration by or on behalf of the Term will become immediately due and payable licensee upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice written request therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with by the offeringlicensee.

Term and Termination. (a) The initial term of this Agreement commences shall begin on the date of this Agreement as set forth above, and shall continue for a period of the Effective Date andone year from that date, unless terminated earlier sooner pursuant to any the provisions of this Agreement’s express provisions, will continue in effect until the first to occur . Upon expiration of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)initial term, at which time this Agreement shall terminate automatically renew on the same terms and NCPS shall have no further obligation conditions for successive one-year periods, unless terminated: In writing, by certified mail, return receipt requested, at the address set forth as the principal address with one hundred, eighty (180) days notice by either party with or liability whatsoever without cause. In the event this Agreement is terminated by NBI without cause, existing business and renewals will be honored for so long as membership fees are collected by NBI. In writing, by certified mail, return receipt requested, at the address set forth as the principal address with respect to thirty (30) days notice by either party "with cause" which is defined as follows: Misrepresentation by either party of the NBI discount benefit programs in the marketplace Default or breach by either party of the terms of this Agreement or those contained in any subsequent amendments or schedules. By law, if any state or federal law or regulation is enacted or promulgated that prohibits the Escrow Funds. (b) Notwithstandingperformance of any of the duties hereunder, NCPS or if any law is interpreted to prohibit such performance. Either party may terminate give written notice demanding that said default, breach, or misrepresentation be remedied within thirty days, and if the default is not remedied, this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct is deemed terminated. In the event of breach by Issuer Party either party of any covenants of this Agreement or any of their affiliates; (b) conduct by Issuer Party or the terms hereof, that party shall forfeit all rights to any compensation that might otherwise be due. The parties also agree that damages and remedies at law for such breaches would be inadequate and that either party may apply to a court of their affiliates that may jeopardize NCPS’s current businesscompetent jurisdiction for, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can and shall be cured), including, but not limited entitled to, any failure an injunction by such court to prevent further breach thereof on the part of the other party. Each party agrees to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of all court costs and reasonable attorneys' fees incurred by the Federal Bankruptcy Act, the Federal Bankruptcy Codeother party in obtaining specific performance of, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditorsinjunction against violation of, or any class thereofcontinuous violation of, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration requirements of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. (a) 8.1 The term of this Agreement commences as of the Effective Date andshall extend through June 30, unless 2001. This Agreement may be terminated earlier pursuant by one party upon its good faith determination that the other party is not or cannot satisfy its commercial needs in the area of 3DVV. A party making such determination shall notify the other of such determination and the basis for such termination, whereafter the notified party has the right to meet with the notifying party to discuss or rebut such termination. A termination by the notifying party shall only become effective after the notifying party has met with the other party to discuss such termination. It is the intention of ATL to carefully scrutinize whether its commercial needs are being satisfied by this Agreement in the event of any change of control of Vital Images. 8.2 This Agreement may be earlier terminated as follows: (a) In the event that one party is in material default or breach of any provision of this Agreement’s express provisions, will continue in effect until the first other party shall have the right to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time terminate this Agreement shall terminate and NCPS shall have no further obligation upon 30 days written notice to the party in default or liability whatsoever with respect to this Agreement breach, provided that such party may avoid such termination by curing the condition of breach or the Escrow Fundsdefault within such 30 day notice period. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to In the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter event of the Federal Bankruptcy Act, liquidation or windup of one of the Federal Bankruptcy Codeparties hereto, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent of bankruptcy, appointment of a receiver by a court of competent jurisdiction or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; , or where a levy of execution directly invoices all the convening by Issuer Party substantial assets of a meeting party, this Agreement shall automatically terminate effective the date of its creditorssaid liquidation, windup, adjudication, appointment, or any class thereofassignment, for purposes except that, at the election of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally party not involved in such action, the licenses granted to pay its debts on a timely basis. Any Party may terminate that party under this Agreement may be continued for any other or no reason with 90 days’ prior written notice to each other Partythe unexpired term of this Agreement. (c) No In the event the Sales Agreement is terminated for any reason, Vital Images or ATL shall have the option to terminate this Agreement. 8.3 Upon termination or expiration of this Agreement pursuant to Section 8.1 or 8.2 hereof: (a) Each party shall affect return to the ongoing obligations providing party all copies of Issuer Party any Confidential Information that was provided by one party to make payments the other during the course of this Agreement and is unrelated to NCPS Products being sold under the Sales Agreement. (b) ATL shall pay to Vital Images all sums owing under this Agreement including, without limitation, all amounts owing under any Product Development Plan for work completed by Vital Images prior to the date it received notification of the termination. (c) All Product Development Plans shall automatically terminate. (d) Each party shall continue to be bound by the provisions of this Agreement, which, by their nature, extend beyond or cannot be fully performed prior to the effective date of termination, including, without limitation, the provisions of Sections 2.2(d), 7.2, 7.3, 7.4, 7.7 and 10 of this Agreement. 8.4 The termination of this Agreement pursuant to this Section shall be without prejudice to any rights or remedies to which the terminating party is entitled, if any, due to the material breach of one of the parties of any warranty, representation or covenant given by the other party under this Agreement. 8.5 Either party's obligation to exclusively collaborate with respect to any Product pursuant to Sections 2.1 and 2.2 shall terminate if (i) ATL fails to meet the minimum sales quantity in accordance a given year which is necessary to maintain its exclusive rights to such Product under the Sales Agreement or for any other reason under the Sales Agreement ATL's exclusive rights to make, use and sell such Product terminate, including those listed in Section 2.1(b) of the Sales Agreement, or (ii) a party elects to terminate further negotiations with respect to a Product Development Plan because the parties hereto cannot agree on the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration conditions of the Term will become immediately due Product Development Plan. Upon termination of the exclusivity provisions of Sections 2.1 and payable upon termination2.2 as to a given Product, and Issuer Party shall pay each party may itself, or shall cause may assist others engaged in medical ultrasound imaging, in developing, making, selling or using its 3D medical imaging technology in a like product, provided that no use is made of the technology or proprietary information solely owned by the other party except as licensed pursuant to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Section 7.4 of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringthis Agreement.

Term and Termination. (a) The term of this Agreement commences as and the ▇▇▇▇▇▇ Coal Company venture shall be for a period of 30 years or until the coal resources of the Effective Date and▇▇▇▇▇▇ Properties have been fully mined or until the parties mutually agree to terminate the venture and this Agreement, unless terminated earlier pursuant whichever event shall first occur. The chief executive officers of the parties or their representatives shall meet prior to any the expiration of each succeeding five year period during the continuance of this Agreement for the purpose of determining whether to terminate the venture and this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate Upon termination or this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance whether or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (prior to the extent it time that the coal reserves are fully exhausted, such reserves remaining, if any, shall be distributed to the venturers in the same proportion as they shared in the venture profits of ▇▇▇▇▇▇ Coal Company immediately prior to the termination. The reserves shall be held by the parties as tenants in common, until they can be cured), including, but equitably divided or disposed of as may be mutually agreed. In the event that the venturers cannot limited to, any failure mutually agree as to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter the disposal of the Federal Bankruptcy Actventure reserves, equipment, and improvements, within a period of sixty (60) days from the date of termination, the Federal Bankruptcy Codefollowing procedures shall be utilized: Each venturer shall select an appraiser of its choice who is a member of the Appraisal Institute (MAI) and each appraiser shall promptly arrive at an appraised value of each venturer's interest in the properties, or any and the results of each appraisal shall be disclosed to each venturer. For a period of 30 days from the rendering of the last appraisal each party shall be given the right to submit a sealed bid to purchase the interest of the other. Each sealed bid shall be delivered to the Trust Department, Denver United States National Bank, and shall be opened at a mutually agreeable time and the high bidding venturer shall purchase the interest of the other federal or state law relating to insolvencyventurer, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment in cash, for the benefit of creditors; bid price within 30 days from the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration opening of the Term will become immediately due bids. If neither venturer submits a bid the venturers hereby agree to sell the venture property to third parties upon the best obtainable terms and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringprices.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) . Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) . No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor is, as of the time made or furnished, materially false or misleading; Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, which is material to the Nasdaq Markets for regulatory, commercial or other reasons, made by Distributor in connection herewith, after Nasdaq has notified Distributor that such proposed action would constitute a default hereunder Distributor; Nasdaq may terminate for cause Distributor’s receipt of any other service or product provided by or on behalf of Nasdaq; or Nasdaq, in its sole reasonable discretion, determines that any failure on the part of the Distributor to comply with this Agreement for has or is likely to have a materially adverse impact on the operation or performance of the System, Information or a Nasdaq Market or likely to cause disproportionate harm to Nasdaq’s interests should termination be delayed; (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or no reason with 90 days’ inaccurate and is not made true or accurate within the noticeperiod.Nasdaq, upon not less than ninety (90) days prior written notice notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (cv) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but it cannot yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, implement additional security requirements requested by Nasdaq under Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering4(h).

Term and Termination. 10.1 This Agreement shall commence on the Effective Date and will continue in full force on a Product-by-Product and country-by-country basis until the later of (a) The term of this Agreement commences as the expiration of the Effective Date andlast to expire Valid Claim of the Patent Rights; (b) the expiration of Orphan Drug Exclusivity; or (c) fifteen (15) years after the First Commercial Sale of the first Product in the Territory by the Licensee, its Affiliates or sub-licensees (the Term), unless terminated earlier pursuant to any in accordance with the remainder of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsClause 10. (b) Notwithstanding, NCPS 10.2 UCD may terminate this Agreement for cause immediately without notice to Issuer Party upon: by giving at least thirty (a30) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 daysBusiness Days’ prior written notice to each other Party.the Licensee if: (c) No termination or expiration 10.2.1 the Licensee is in Material Breach of any provision of this Agreement and after receiving written notice from UCD identifying a Material Breach by Licensee of its obligations pursuant to this Agreement, fails to cure such Material Breach within [***], then UCD may give written notice of default (Notice of Default) to Licensee. If Licensee fails to cure the default [***] of the Notice of Default, UCD may terminate this Agreement and the license granted herein by a second written notice (Notice of Termination) to Licensee; or 10.2.2 the Licensee becomes insolvent, or if an interim order is applied for or made, or a 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 of any of the Licensee's assets 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, or other similar or equivalent action is taken against or by the Licensee by reason of its insolvency or in consequence of debt, or if the Licensee makes any arrangement with its creditors; 10.2.3 the Licensee shall affect dispose of all or a substantial part of its business involving the ongoing obligations licensing of Issuer the Licensed IP, for the Purpose in the Field in the Territory in circumstances where it does not enter into a novation agreement pursuant to Clause 13.5; 10.2.4 the Licensee or its Affiliates challenge the validity of the Application(s) when granted),or assists any Third Party to make commence legal proceedings to challenge such validity; 10.2.5 pursuant to Clause 5.8; or 10.2.6 if the Licensee fails to pay any amount due pursuant to this Agreement (including payments due pursuant to NCPS in accordance with the terms hereunder Clause 6 of this Agreement) within [***] from Licensee receiving written notice from UCD of its failure to pay, and such obligations shall survive. Amounts that would have become payable had failure to pay is not subject to a good faith dispute between the Parties. 10.3 The Licensee may terminate this Agreement remained in effect until expiration by giving UCD not less than sixty (60) Business Days’ written notice at any time, provided that the Licensee shall continue to pay any invoices received within sixty (60) Business Days’ after the effective date of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (‌ a) The term This Agreement shall continue until it is terminated on not less than 14 days written notice given by either party to the other. If this agreement is terminated, you must by the date of the termination sell or take delivery of all your Gold Bullion held by us. b) Termination of this Agreement commences as of does not affect any other agreements you may have with XORO unless expressly specified within the Effective Date andother agreement. c) This Agreement may be terminated by written notice by either Party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)other Party becomes insolvent, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer other Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer other Party generally does not pay its debts as they become due or admits its inability to pay its debts when due; or the other Party files or has filed against it any petition under any provision of Spanish bankruptcy rules or an application for a receiver, trustee, or custodian is made by anyone or the other Party becomes the subject of any proceedings of bankruptcy, insolvency, reorganisation, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors. d) This Agreement may be terminated by XORO immediately on written notice, in the event that: i. if XORO has valid reasons to suspect you of a timely basismoney-laundering or terrorism financing related offence or a contravention of any applicable law or regulation in any jurisdiction; ii. Any Party may terminate any part thereof; or any representation, warranty or certification made by the Client in this Agreement for or in any other document furnished by you is, as of the time made or no reason furnished, materially false or misleading; iii. you proceed with 90 days’ prior written notice to each other Party. (c) No termination a proposed action which would result in a default of your obligations or expiration of covenants under this Agreement shall affect or in a breach of any representation, warranty or certification, which is material to XORO for regulatory, commercial or other reasons, made by you in connection herewith, after XORO has given 5 business days' notification to you that such proposed action would constitute a default hereunder; iv. you, your shareholders, directors or associates are charged with any criminal offence which in the ongoing obligations reasonable opinion of Issuer Party ▇▇▇▇ brings ▇▇▇▇ into disrepute; v. XORO determines that any failure to make payments to NCPS in accordance comply with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained has or is likely to have a materially adverse impact on the operation or performance of its systems or likely to cause disproportionate harm to XORO's interests should termination be delayed; or vi. any representation or warranty made in effect until expiration of the Term will become immediately due this Agreement becomes untrue or inaccurate and payable upon termination, and Issuer Party shall pay is not made true or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaccurate within 10 Business Days.

Term and Termination. (a) The term of this 7.1 This Agreement commences as of is effective on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will and shall continue in effect until force for a period of seven (7) years unless sooner terminated as herein provided. This Agreement shall be automatically renewed for additional terms of one year each unless either Party shall have given notice of termination to the first other Party not less than six-months prior to occur the expiration of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds initial term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsany renewal term. (b) Notwithstanding, NCPS 7.2 Either Party may terminate this Agreement for cause immediately without notice to Issuer Party upon: in the event (a) fraudthe other Party commits a material breach of this Agreement, malfeasance or willful misconduct by Issuer Party or any which breach remains uncured for a period of their affiliatesthirty (30) days following written notice of such material breach; (b) conduct by Issuer the other Party or any of their affiliates that may jeopardize NCPS’s current businessbecomes insolvent, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure fails generally to pay any amount under this Agreement when its debts as they become due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; , is the convening by Issuer Party subject of any voluntary or involuntary case commenced under the federal bankruptcy laws, as now constituted or hereafter amended (which, in the case of involuntary bankruptcy, is not dismissed within ninety (90) days), or of any other proceeding under other applicable laws of any jurisdiction regarding bankruptcy, insolvency, reorganization, adjustment of debt or other forms of relief for debtors, has a meeting receiver, trustee, liquidator, assignee, custodian or similar official appointed for it or for any substantial part of its creditorsproperty, or is the subject of any class thereof, for purposes of effecting a moratorium upon dissolution or extension or composition of its debtsliquidation proceeding; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No written notice is provided in accordance with Section 5.3 of this Agreement. Without limiting the generality of the foregoing, failure by Cynosure to make any payment due to El.En under this Agreement, subject to applicable cure periods set forth in this Section 7.2, shall constitute a material breach for purposes hereof and shall attribute to El En at its sole option, the right to revoke the exclusivity of Cynosure’s rights within the Territory or to terminate the Agreement. 7.3 After termination or expiration of this Agreement, any amounts owed by one Party to the other for transactions occurring during the term of the Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS be paid in accordance with this Agreement. El En shall have no obligation to Cynosure for any sales or other activities of Cynosure after termination or expiration of this Agreement, unless expressly agreed in writing signed by both Parties. 7.4 After termination or expiration of this Agreement, each Party shall return to the terms hereunder other Party all copies of confidential and/or proprietary information previously disclosed by the other Party, and such obligations Cynosure shall survive. Amounts remove and not thereafter use any advertisements, brochures and other items in its possession or under its control, that would have become payable had contain El En’s trademarks and/or service marks.. All rights and licenses granted to Cynosure under this Agreement remained in effect until shall terminate and revert back to El En except to the extent that such rights and licenses are necessary to enable Cynosure to provide service or support with respect to any Product that has been distributed by Cynosure. El En agrees that for a period of five (5) years following any termination or expiration of this Agreement, it will continue to make available for purchase by Cynosure spare parts for the Term will become immediately due Products or replacement Products to enable Cynosure to provide service and payable upon terminationsupport with respect to the Products sold by Cynosure during the term of this Agreement. 7.5 The following provisions of this Agreement shall survive the termination or expiration of this Agreement: Sections 6.4, 6.5, 7.3, 7.4, 8, 9, 11, 15 and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering16.

Term and Termination. (a) The term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsthe Agreement is otherwise terminated, will the term shall continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect is terminated by at least thirty (30) days prior written Notice by a Party hereto given to the other. Notwithstanding the foregoing, this Agreement or may be terminated by: (a) either Party, upon breach and not less than fifteen (15) days prior written Notice to the Escrow Funds.breaching Party, unless, if the breach is capable of being cured, the breach is cured within the Notice period; (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts to NASDAQ OMX when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) NASDAQ OMX immediately, in the event that Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any failure on a timely basis. Any Party may terminate the part of the Subscriber to comply with the Agreement has or is likely to have an adverse impact on the operation or performance of the Service or any of NASDAQ OMX; (d) NASDAQ OMX, upon not less than fifteen (15) days prior written Notice, in the event that any material consent, representation, warranty or certification made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the Notice period; Upon termination of this Agreement for any reason, Subscriber shall cease any and all use of the Service and shall, upon request, provide certification to NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by NASDAQ OMX as contemplated in Section 11A of the Act or any other provision of such Act, or no reason any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with 90 days’ prior written notice respect to each a breach by the other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue for five (5) years (as more specifically described on Schedule “D” to this Agreement), unless terminated by either party hereto on not less than one hundred and twenty (120) days notice if: (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit case of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)NMLP, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.there is a Change of Control of NSM; (b) Notwithstandingin the case of NSM, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance there is a Change of Control of NGP or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; NMLP; (c) any the other party breaches a material breach by Issuer Party provision of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or Agreement; (d) if Issuer Party ceases regular operations a receiver is appointed for all or files any petition or commences any case or proceeding under any provision or chapter substantially all of the Federal Bankruptcy Act, property of the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of party; (e) an order for relief under is made to wind-up the Federal Bankruptcy Code with respect other party; (f) a final judgment, order or decree which materially and adversely affects the ability of the other party to Issuerperform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; an or (g) the other party makes a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any class thereofproceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced. This Agreement may be terminated by either party hereto on not less than three hundred and sixty-five (365) days notice for purposes any reason other than any of effecting the reasons set forth in the immediately preceding paragraph. This Agreement shall be deemed to be terminated with respect to a moratorium particular Vessel in the case of the sale of such Vessel or if such Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, any Fees outstanding at the time of the sale or loss shall be paid in accordance with the provisions of this Agreement. For the purpose of this clause: (i) the date upon which a Vessel is to be treated as having been sold or extension otherwise disposed of shall be the date on which NMLP ceases to be the legal owner of the Vessel; (ii) a Vessel shall not be deemed to be lost until either she has become an actual total loss or composition agreement has been reached with her underwriters in respect of its debts; her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or the failure Vessel’s owners issue a notice of Issuer Party generally abandonment to pay its debts on a timely basisthe underwriters. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No The termination or expiration of this Agreement shall affect be without prejudice to all rights accrued due between the ongoing obligations parties prior to the date of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party may terminate receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition withcreditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement for or in any other document furnished by Distributor is, as of the time made or no reason furnished, materially false or misleading; Distributor proceeds with 90 days’ a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or inaccurate and is not made true or accurate within the notice period. (v) Nasdaq, upon not less than ninety (90) days prior written notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (vi) Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that it cannot implement additional security requirements requested by Nasdaq under Section 4(h). (b) Distributor acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Distributor to pay all charges, taxes, or assessments related to its receipt of the Information shall not be deemed or considered to be, and, to the extent permitted by applicable law, Distributor waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any Information or facility operated by Nasdaq as contemplated in: (i) Section 11A of the Act; (ii) any other provision of the Act; (iii) any rule or regulation adopted pursuant to the Act; (iv) any FSA regulation; or (v) any other applicable statutory obligation. (c) No The right of termination set forth herein is in addition to any other remedy at law or expiration of in equity, consistent with this Agreement shall affect Agreement, that is available to one party (including any individual Nasdaq Market) with respect to a breach by the ongoing obligations of Issuer Party other and is in addition to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as anything otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringherein.

Term and Termination. (a) The term of this 10.1 This Licence Agreement commences shall become effective as of the Effective Commencement Date andand expires when Alnylam's and its Affiliate's obligations to pay sums according to Clause 3 finally expire. 10.2 In the event that Alnylam serves a written notice upon CRT confirming Alnylam's intention to terminate this Licence Agreement, unless terminated earlier pursuant this Licence Agreement shall terminate 90 (ninety) days after receipt by CRT of such notice. 10.3 Either CRT on the one hand or Alnylam on the other hand ("the Terminating Party") shall have the right to terminate this Licence Agreement forthwith upon giving written notice of termination to Alnylam on the one hand or CRT on the other hand as the case may be ("the Defaulting Party"), upon the occurrence of any of the following events at any time during this Licence Agreement: 10.3.1 the Defaulting Party commits a material breach of this Licence Agreement which in the case of a breach capable of remedy shall not have been remedied within sixty (60) Business Days of the receipt by it of a notice identifying the breach and requiring its remedy; 10.3.2 the Defaulting Party for a period of longer than sixty (60) Business Days becomes bankrupt or insolvent (including without limitation being deemed to be unable to pay its debts); 10.3.3 proceedings are commenced in relation to the Defaulting Party under any law, regulation or procedure relating to the re-construction or re-adjustment of debts (including where a petition is filed or proceeding commenced seeking any reorganisation, arrangement, composition or re-adjustment under any applicable bankruptcy, insolvency, moratorium, reorganisation or other similar law affecting creditors' rights or where the Defaulting Party consents to, or acquiesces in, the filing of such a petition), which is not dismissed within ninety (90) days; SECTION CONFIDENTIAL 10.3.4 the Defaulting Party takes, any action, or any legal proceedings are started or other steps taken by a Third Party, which proceedings are not dismissed within ninety (90) days with a view to: (i) the winding up or dissolution of the Defaulting Party (other than for the reconstruction of a solvent company for any purpose, including the inclusion of any part of the share capital of the Defaulting Party on a recognised public Stock Exchange); or (ii) the appointment of a liquidator, trustee, receiver, administrative receiver, receiver and manager, interim receiver custodian, sequestrator or similar officer of the Defaulting Party against the Defaulting Party or a substantial part of the assets of the Defaulting Party, or anything analogous to any of this Agreement’s express provisions, will continue the foregoing occurs under the laws of any country. 10.4 In the event of Alnylam's material breach of its obligations under either or both of Clauses 6.1 and 6.2 CRT shall have the right in effect until its absolute discretion to selectively terminate the first to occur licence granted under Clause 2 in respect of either or both of: 10.4.1 any therapeutic area or areas within the Field; and 10.4.2 any territory or territories within the Territory in respect of which Alnylam is in material breach as set forth in Clause 6.3. In the event of termination by CRT of any part of the final closing licence granted to Alnylam under Clause 2 pursuant to the exercise of CRT of its rights under this Clause 10.4, the Offering and/or other terms of this Licence Agreement (including any surviving licence under Clause 2) shall remain in full force and effect. 10.5 CRT shall have the disbursement right to terminate this Licence Agreement forthwith upon giving thirty (30) days written notice of all amounts termination to Alnylam in the Escrow Funds event that Alnylam or deposit its Affiliate: 10.5.1 commences legal proceedings, with for the sake of all amounts in clarity the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or exception of interference proceedings declared by the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, USPTO or any other federal or state law relating to insolvencypatent office, bankruptcy or reorganizationcontesting the validity of the CRT Patent Rights ; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditorsor 10.5.2 commences itself, or provides any class thereofmaterial assistance to a Third Party in relation to, for purposes of effecting a moratorium upon or extension or composition of its debts; or legal proceedings contesting the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration ownership of the Term will become immediately due CRT Patent Rights. For the sake of clarity and payable upon terminationnotwithstanding anything in this Licence Agreement to the contrary, any actions taken concerning determination of priority of invention under US patent law between a CRT Patent Right and Issuer Party claims in a patent or patent application which is owned by or licensed by Alnylam or its Affiliate, shall pay not be considered a contest of validity or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10ownership under this Clause 10.5. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.SECTION CONFIDENTIAL

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this the Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 30 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this the Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit BA, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this 10.1 This Agreement commences as of shall commence on the Effective Date and, and shall continue in full force and effect in each country of the world for an indefinite period of time unless terminated earlier pursuant to any in accordance with the provisions of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds Clause 10 or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsClause 13. (b) Notwithstanding, NCPS 10.2 Licensee may terminate this Agreement for cause immediately without by giving [***] days’ notice in writing to Issuer Party upon: (a) fraud, malfeasance Lonza. 10.3 Either Lonza or willful misconduct Licensee may terminate this Agreement forthwith by Issuer Party or notice in writing to the other upon the occurrence of any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any the following events: 10.3.1 if the other commits a material breach by Issuer Party of this Agreement which is irremediable or (in the case of a breach capable of remedy) shall not have been remedied within [***] of the receipt by the other of a notice identifying the breach and requiring its remedy; or 10.3.2 if such breach the other is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure unable to pay any amount its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under this Agreement when due; Agreement) or (d) if Issuer Party ceases regular operations compounds with or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of convenes a meeting of its creditorscreditors or has a receiver or administrator appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any class thereof, for purposes of effecting a moratorium upon reason to carry on business. 10.4 Without prejudice to any rights that have accrued under this Agreement or extension or composition any of its debts; rights or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party remedies, Lonza may terminate this Agreement for any other or no reason with 90 days’ prior immediately by giving written notice to each other PartyLicensee if the Licensee contests the secret or substantial nature of the Licensed Know-How. 10.5 If this Agreement expires or is terminated for any reason any and all licences and sublicences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy (cor otherwise procure the destruction of) No termination all System Materials, Transfected Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-How, all System Know-How and all CDACF System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided, however, that the Licensee and Sublicensees shall have the right to sell or otherwise dispose of all Product then on hand, subject to the payment of royalties and the other terms of this Agreement. 10.6 Termination for whatever reason or expiration of this Agreement shall not affect the ongoing obligations accrued rights of Issuer Party to make payments to NCPS the Parties arising in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had any way out of this Agreement remained in effect until expiration as at the date of termination. The right to recover damages against the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any other and all references provisions which are expressed to NCPS from any Offering Documentsurvive this Agreement shall remain in full force and effect. 10.7 The terms of Clauses 3, cease use 4.5 to 4.9 (subject always to the consequences of NCPS intellectual property termination in Clause 10.5), 5, 6, 7, 8, 10, 11 and no longer refer to NCPS in connection with the offering12 shall survive expiration or termination of this Agreement for whatever reason.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless 11.1 Unless terminated earlier pursuant to any of this Agreement’s express provisionsthe provisions hereunder, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)and except as otherwise provided hereunder, at which time this Agreement shall remain in full force and effect from the Commencement Date until the earlier of the date that: 11.1.1 The Company enters into the Licence pursuant to Clause 7.4; or 11.1.2 The Company licenses the Company Intellectual Property to CRT pursuant to Clause 7.5; or 11.1.3 The *** period following the expiry of the Option Period or Signature Period described in Clause 7.5 has expired without request from CRT to execute the CRT Licence. 11.2 Any of the Parties hereto may at any time terminate this Agreement, but shall not be obliged to do so, upon written notice to the other Party (being the Charity and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement CRT where the terminating Party is the Company, or the Escrow Funds.Company where the terminating Party is the Charity or CRT) under the following circumstances: (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer 11.2.1 in the event that the other Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any commits a material breach by Issuer Party of this Agreement and does not fully remedy, if such breach is not cured capable of remedy, the same within 10 sixty (60) days of its receipt of written notice thereof of the breach from any other Party; 11.2.2 in the event, in respect of a Party, a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of such Party’s assets or undertakings or a winding-up resolution or petition is passed (otherwise than for the purpose of solvent reconstruction or amalgamation) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by such Party by reason of its insolvency; or Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]. 11.2.3 If the required approval of the Ethics Committee or applicable Regulatory Authority for the commencement of the Clinical Trial is not obtained within *** of both the Technology Transfer Plan being completed and the Parties agreeing that the Transfer Criteria have been met, or if any approval granted is revoked, withdrawn, or otherwise terminated, or if an applicable Regulatory Authority orders a halt or hold on the Clinical Trial of greater than *** in duration. No right of termination arising under this Clause 11.2.3 may be exercised by a Party unless it has first notified the other Parties of its wish to terminate and entered into good faith discussions over a period of not less than thirty (30) days with the other Parties to review and discuss the circumstances with a view to avoiding a termination without affecting the purposes contemplated by this Agreement. 11.3 The Charity shall have the right to terminate this Agreement forthwith, upon written notice to the extent it Company: 11.3.1 in accordance with Clause 3.6; 11.3.2 if the Charity is not satisfied that the Product Manufacturing Process can be cured)carried out on a scale and standard suitable to enable the Charity to produce sufficient quantities of IMP to conduct the Clinical Trial including an inability for technical or other reasons to produce the desired quantity of IMP; 11.3.3 if the Charity faces budget constraints that require a reduction in its development portfolio; or 11.3.4 if the Charity reasonably believes that proceeding with the Clinical Trial would: (i) be unsafe or otherwise counter to the best interests of Clinical Trial Subjects; ii) be counter to changes in the business plan or research strategy of the Charity iii) be counter to recommendations made by the committee established by the Charity to regularly review the Charity’s clinical portfolio; (iv) involve increases of more than *** to anticipated timelines, including, but not limited to, any failure including due to pay any amount under this Agreement when duedifficulties with patient recruitment or unforeseen regulatory hurdles; (v) be unlikely to achieve the primary and/or secondary endpoints of the Protocol; (vi) fail to reach such defined go/no-go criteria as have been previously agreed upon by the Company and the Charity; or (dvii) if Issuer Party ceases regular operations infringe any third party Intellectual Property Rights and the Company does not obtain a licence entitling the Charity to use such Intellectual Property Rights in the Clinical Trial as provided in Clause 6.10; or 11.3.5 in accordance with the last sentence of Clause 6.1. 11.4 The Charity shall have the right to terminate this Agreement forthwith, upon written notice to the Company If, by way of merger, acquisition or files any petition or commences any case or proceeding otherwise, the Company becomes a Tobacco Party. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under any provision or chapter Rule 24b-2 of the Federal Bankruptcy ActExchange Act of 1934, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening as amended. Confidential Portions are marked: [***]. 11.5 The Parties may by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may mutual written agreement terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect reason, including, if in their opinion the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration objectives of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to Clinical Trial cannot be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringachieved.

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsthe Agreement is otherwise terminated, will the term shall continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect is terminated by at least thirty (30) days prior written Notice by a Party hereto given to the other. Notwithstanding the foregoing, this Agreement or may be terminated by: (a) either Party, upon breach and not less than fifteen (15) days prior written Notice to the Escrow Funds.breaching Party, unless, if the breach is capable of being cured, the breach is cured within the Notice period; (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts to NASDAQ OMX when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) NASDAQ OMX immediately, in the event that Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any failure on a timely basis. Any Party may terminate the part of the Subscriber to comply with the Agreement has or is likely to have an adverse impact on the operation or performance of the Service or any of NASDAQ OMX; (d) NASDAQ OMX, upon not less than fifteen (15) days prior written Notice, in the event that any consent, representation, warranty or certification made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the Notice period; Upon termination of this Agreement for any reason, Subscriber shall cease any and all use of the Service and shall, upon request, provide certification to NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by NASDAQ OMX as contemplated in Section 11A of the Act or any other provision of such Act, or no reason any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with 90 days’ prior written notice respect to each a breach by the other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) a. The initial term of this Agreement commences will commence as of the Effective Date andand will continue until December 31 of the year of the Effective Date, unless terminated earlier pursuant prior to any such date in accordance with the terms of this Agreement’s express provisions. Thereafter, this Agreement will continue automatically renew for successive one-year periods, commencing on January 1 and terminating on December 31 of each year, provided that (i) Dealer is not in effect breach of its obligations under this Agreement and (ii) the Agreement has not previously been terminated in accordance with the terms hereof, or until a new contract intended to supersede and replace this Agreement is executed by both parties. For purposes of this Agreement, the first “term” of this Agreement will include both the initial period, as well as any successive periods. Either party may provide written notice to occur the other party of its desire not to have this Agreement automatically renew and, if so, this Agreement will not renew if such notice is provided at least 30 days prior to the end of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsthen-current one-year period. (b) Notwithstanding, NCPS b. Either party may terminate this Agreement for without cause immediately without notice to Issuer Party upon: on 60 days’ written notice. Notwithstanding the forgoing, if (ai) fraud, malfeasance or willful misconduct by Issuer Party or Dealer breaches any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party portion of this Agreement Agreement, (ii) if such breach there is not cured within 10 days any change whatsoever in ownership, control, management or solvency of receipt of written notice thereof (to the extent it can be cured)Dealer, including, but not limited to, any failure to pay any amount under this Agreement when due; or (diii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy ActDealer fails to abide by Gibbz Arms dealer policies as may in effect from time to time, the Federal Bankruptcy Codethen Gibbz Arms may, or any other federal or state law relating to insolvencyin its sole discretion, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening terminate Agreement immediately by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior providing written notice to each other PartyDealer. c. Upon any termination, Dealer agrees to (ci) No cease holding itself out to the public as a reseller of Gibbz Arms’s products; (ii) transfer to Gibbz Arms all advertising material related to products in its possession; (iii) pay immediately for any purchases from Gibbz Arms made prior to such termination; and (iv) if requested by Gibbz Arms, sell to Gibbz Arms, or a party designated by Gibbz Arms, all products in Dealer’s inventory that are in saleable condition at the cost thereof to Dealer, plus any customs duty, excise taxes, and freight paid by the Dealer. Notwithstanding any termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party Agreement, Sections 5 et seq. will survive, in addition to make payments to NCPS any other provisions that might otherwise be expressly identified in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. The Seal License commences on the Effective Date and shall continue in force for the Term unless terminated in accordance with this clause 3. Licensor may terminate this Agreement immediately if Licensee anyone acting for Licensee or its affiliates: (a) The breaches any material term of this Agreement commences as Seal License; or (b) becomes insolvent, has an administrator, receiver or manager appointed over the whole or any part of its assets or business, makes any composition or arrangement with creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its windingup, dissolution or liquidation (other than for the purpose of solvent re- organisation) or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the Effective Date andabove. Licensor will have the right to withhold and/or to revoke the Seal License from use in the event that Licensor informs Licensee that NBCU or CNBC has determined, unless terminated earlier pursuant in its sole discretion, that such use would or may violate or infringe or reasonably tend or be claimed to violate or infringe the rights of third parties, or in the event that the use will in NBCU’s or CNBC’s judgment be prejudicial to NBCU’s or CNBC’s interests or to the exploitation or exhibition of NBCU’s or CNBC’s intellectual property. In the event that Licensee engages in any unprofessional or unethical behaviour, commits any act or is involved in any situation that (A) brings it into public disrepute, contempt, scandal, or ridicule, (B) otherwise shocks, insults, offends the community or a significant portion thereof, (C) reflects unfavorably upon Licensor, NBCU, CNBC or Licensee, or (D) if publicity is given to such conduct, commission, or involvement that occurred previously, Licensor shall have the right to immediately terminate this agreement and immediately revoke the License herein. In the event of any such withdrawal of the License, the License Fee is non-refundable. At the end of the Term or on termination of this Agreement’s express provisionsAgreement under this clause 3, will continue in effect until Licensee shall immediately take down the first to occur Licensed Seal and cease all use of the final closing Licensor‘s and CNBC trademark including but not limited to all Licensed Uses of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)Licensed Seal, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect right to this Agreement use the Licensed Seal or the Escrow Fundsassociated trademarks whatsoever. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this ▪ This Agreement commences as of shall be effective on the Effective Date anddate hereof and shall continue, unless terminated earlier pursuant to any of this Agreement’s express provisionssooner in accordance with Clause 2.4(b), will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisCompletion Date. Any ▪ Either Party may terminate this Agreement for upon notice in writing if: ▪ The other is in breach of any other or no reason with 90 days’ prior material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to each do; or ▪ A voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party. 's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (cother than for the purposes of amalgamation or reconstruction) No or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party. ▪ Any termination or expiration of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the ongoing obligations coming into force or the continuance in force of Issuer Party any provision hereof which is expressly or by implication intended to make payments to NCPS come into or continue in accordance with force on or after such termination. Relationship of the terms hereunder Parties ▪ The Parties acknowledge and such obligations agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall survive. Amounts be as an independent contractor and that would have become payable had nothing in this Agreement remained in effect until expiration shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties. Confidentiality ▪ Neither Party will use, copy, adapt, alter or part with possession of any information of the Term other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will become immediately due and payable upon terminationnot apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient. Notices ▪ Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, and Issuer first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall pay be deemed to have been made to the other Party, if delivered by: ▪ First class post, 2 days from the date of posting; ▪ Hand or shall cause to be paid such amounts, together with all previously-accrued but not yet paid feesby facsimile transmission, on receipt the date of NCPS’s invoice therefor such delivery or as otherwise set forth in Exhibit Btransmission; and ▪ Electronic mail, Section 9 or Section 10. In addition, Issuer when the Party shall remove any and all references to NCPS from any Offering Document, cease use sending such communication receives confirmation of NCPS intellectual property and no longer refer to NCPS in connection with the offeringsuch delivery by electronic mail.

Term and Termination. This Agreement is for a set term of 18 months from the effective date set forth below. At the end of such term, CWSMF shall have the exclusive option to renew this Agreement for successive 18-month periods by sending notice to FNIFP of such election at least ten (a10) days prior to the end of the initial term or any renewal term. The term amounts due to either Party under any renewal of this Agreement commences as of the Effective Date andshall be those amounts reflected in Exhibit “A” under “Renewal Amounts.” Notwithstanding this automatic renewal clause, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS either Party may terminate this Agreement for cause immediately without notice as follows: 6.1(a) A non-breaching Party, at their sole and exclusive election, may terminate this Agreement, or suspend performance of its obligations hereunder, upon written notice, if the other Party shall be subject to Issuer Party uponone or more of the following events: (a) fraud, malfeasance or willful misconduct the filing by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer a Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any an involuntary petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin bankruptcy, the Federal Bankruptcy Codeentry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, trustee in bankruptcy or liquidator for a Party in any other federal or state law relating to insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt similar proceedings, or the entry winding up or liquidation of an its affairs, and the continuance of any such petition, decree or order undismissed or unstayed and in effect for relief under a period of sixty (60) consecutive days; or the Federal Bankruptcy Code with respect consent by a Party to Issuer; the appointment of a conservator, receiver, trustee in bankruptcy or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or similar proceedings of or relating to a Party, or relating to substantially all of its property, or if a Party shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any application insolvency, reorganization or bankruptcy statute, make an assignment for the benefit of creditors; the convening by Issuer its creditors or voluntarily suspend payment of its obligations. 6.1(b) A non-breaching Party may also terminate this Agreement or suspend performance of its obligations hereunder, upon written notice at any time as a result of a meeting material breach of this Agreement as follow: (i) the non-breaching Party shall provide written notice of its creditorsclaim of a material breach; (ii) the Party receiving such notice shall be afforded 30 days to cure the breach; and (iii) if, after providing notice of a material breach and where the Party receiving such notice fails to cure the conditions causing such material breach, this Agreement shall be terminated (or any class thereofsuspended, for purposes at the election of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any non-breaching Party). 6.1(c) Either Party may terminate this Agreement for any other or no reason with 90 days’ prior the expressed written notice to each consent of the other Party. (c6.1(d) No termination or expiration All rights and obligations of both Parties as contained in each and every paragraph of this Agreement shall affect remain in full force and effect during the ongoing obligations notice period. Upon termination of Issuer Party to make payments to NCPS this Agreement for any reason in accordance with this Agreement, and at the terms hereunder and specific written request of either Party, each Party so requested shall return any products or materials of the other Party which such Party may have in its possession within five (5) business days after the date of termination. Termination by either Party shall relieve both Parties of any remaining obligations under this Agreement, but shall survive. Amounts that would have become payable had not affect any existing rights of either Party under this Agreement remained in effect until expiration that exist at the time of the Term will become immediately due termination. The following paragraphs of this Agreement shall survive termination: 6.2, 6.3, 6.5 and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering6.8.

Term and Termination. 12.1 This Agreement shall be effective from the Effective Date and expire on the first (a1st) The term of this Agreement commences as anniversary of the Effective Date and, (the Term). The Term shall be automatically renewed for additional periods of 12 months (each a Renewal Term) unless either Party provides written notice to the other Party at least three (3) months prior to the beginning of a Renewal Term that it does not desire to renew the Agreement. 12.2 This Agreement shall be terminated earlier pursuant to any forthwith upon the sending of this Agreement’s express provisions, will continue notice in effect until writing upon the first to occur occurrence of one or more of the final closing following events: (a) by either Party hereto, if the other Party or its creditors or any other eligible party makes a filing for said Party’s liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if said Party is unable to pay any debts as they become due except otherwise legally extended, or has explicitly or implicitly suspended payment of the Offering and/or the disbursement of all amounts any debts as they become due (except debts contested in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”good faith), at which time this Agreement or if the creditors of said Party have taken over its management, or if any material or significant part of said Party’s undertaking, property, or assets shall terminate and NCPS shall have no further obligation be intervened in, expropriated, or liability whatsoever with respect to this Agreement totally or the Escrow Funds.partially confiscated by action of any government; (b) Notwithstandingby either Party hereto, NCPS may terminate if the other Party shall commit a material breach of any of its obligations under this Agreement for cause immediately without which shall not be remedied within thirty (30) days, or a shorter period if expressly required herein, from the giving of written notice requiring said breach to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; be remedied; (c) by either Party, if there shall at any material breach by Issuer time occur any change in the ownership or control of either Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (which the other Party reasonably deems to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when duematerial; or or (d) if Issuer Party ceases regular operations any subsequent enactment of law or files regulation or any petition subsequent action (or commences any case failure to act) by governmental authority in BUYER’s or proceeding under any provision SELLER’s country shall, in the reasonable opinion of a Party: (i) make performance of this Agreement impossible or chapter unreasonably expensive or unreasonably difficult for said Party, (ii) materially alter the rights and obligations of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening Parties from those agreed and contemplated by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debtsthis Agreement; or (iii) interfere with the failure benefits contemplated herein to be received by said Party. 12.3 Termination of Issuer this Agreement shall be without prejudice to the accrued rights and liabilities of the Parties at the date of termination, unless waived in writing by the Party generally enjoying the right or to pay its debts on a timely basis. Any Party may terminate whom the liability is owed. 12.4 Upon termination of this Agreement for any other reason: (a) all obligations undertaken in this Agreement shall forthwith terminate; provided that all terms and conditions of this Agreement which are destined (whether expressed or no reason with 90 days’ prior written notice not) to each other Party.survive the duration or termination of this Agreement including, without limitation, Articles 8, 10, 11, 12, 13, 14, 15, and 16 shall so survive; (b) SELLER warrants that it shall supply Products shipped to BUYER for a minimum of one (1) year from the shipment date of the Products to BUYER under the same terms and conditions of providing such Products during the duration of this Agreement, and at the end of such one (1) year period, BUYER shall have the right to place a final order for Products under the same terms and conditions of providing such Products during the duration of this Agreement, and these obligations to provide Products shall survive termination of this Agreement; (c) No termination or expiration of this Agreement the Forecast and outstanding Purchase Orders, which have been confirmed by SELLER, shall affect continue to be executed by the ongoing obligations of Issuer Party to make payments to NCPS Parties in accordance with the terms hereunder thereof and such obligations shall survive. Amounts that would have become payable had the provisions of this Agreement remained in effect shall continue to apply thereto until expiration the pertinent transactions shall have been completed; and (d) a termination of the Term will become immediately due and payable upon termination, and Issuer this Agreement shall not relieve either Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use obligations accrued to the date of NCPS intellectual property and no longer refer termination or relieve the Party in default or breach from liability for damages to NCPS in connection with the offeringother for default or breach of this Agreement.

Term and Termination. (a) The 13.1 Unless sooner terminated as hereinafter set forth, the term of this Agreement commences as of shall be from the Effective Date andhereof until the expiration date of the last to expire of the Licensed Patents. 13.2 If Licensee neglects or fails to render reports, unless terminated earlier pursuant make payments, comply with the methods for computing royalty and payment obligations, or to permit the inspection of its books and records as hereinbefore provided, Licensor (or either of ▇▇▇▇▇ or Lagerwall) may give written notice thereof and if within thirty (30) days from the date of such notice such breach shall not have been cured, Licensor (or either of ▇▇▇▇▇ or Lagerwall) may, by giving written notice thereof, immediately terminate any license granted hereunder without prejudice to any of this Agreement’s express provisions, will continue in effect until the first to occur other rights or remedies against Licensee. 13.3 In any of the final closing following cases, either party may terminate this Agreement by giving ten (10) days written notice thereof to the other parties: (a) Where one of the Offering and/or the disbursement of all amounts in the Escrow Funds other parties has itself made an application for bankruptcy or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 insolvency, or Section 8 hereof where such application has been made by others and not dismissed within sixty (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.60) days; (b) Notwithstanding, NCPS may terminate this Agreement Where one of the other parties has made an application for cause immediately without notice to Issuer Party upon: reorganization on account of bankruptcy or insolvency or such application has been made by others and not dismissed within sixty (a60) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; days; (c) any material breach Where the assets owned by Issuer Party one of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (the other parties are subject to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or control of a court-appointed receiver; (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter Where one of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; parties has made an assignment for the benefit of creditors; ; (e) Where Licensee has been dissolved or commenced liquidation. 13.4 Any termination pursuant to this Article XII shall not relieve either party of any obligation or liability accrued hereunder prior to such termination or affect any payments made or other consideration given to either party prior to the convening by Issuer Party time such termination becomes effective, and such termination shall not affect in any manner any rights of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate either party arising under this Agreement for any other or no reason with 90 days’ prior written notice to each other Partysuch termination. (c) No 13.5 Any termination or expiration of this Agreement or any termination of a license or right granted to Licensee under this Agreement pursuant to Articles II and III hereof shall not act to terminate or otherwise affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder rights and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration liabilities of the Term will become immediately parties to any sublicense granted under section 3.1 hereof, except that such sublicenses shall be converted to direct licenses with Licensor. 13.6 Upon the expiration or prior termination of this Agreement, for whatever reason, Licensee's right to use the Licensed Patents ceases and Licensee is obligated to render promptly a final Royalty Report for the period after the last Royalty Period and pay the accrued royalty then due and payable upon terminationpayable. 13.7 In all sublicensing agreements, and Issuer Party Licensee shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt procure for Licensor a similar right of NCPS’s invoice therefor or termination as otherwise hereinabove set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringforth.

Term and Termination. (a) The term Term of this Agreement commences as of shall begin on the Effective Date and, and shall automatically renew on an annual basis unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until Agreement (the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”). After the first year of the Agreement, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS either Party may terminate this Agreement for cause at any time on thirty (30) days written notice. The term of each SoW shall be set forth therein. Termination or cancellation of a SoW shall not terminate this Agreement; provided, however, that termination or cancellation of a SoW that causes there to be no SoW then-in-effect, this Agreement shall automatically terminate as of the termination date of such SoW. Notwithstanding the Term, this Agreement and/or any SoW may be terminated by either Party immediately without upon notice to Issuer the other Party upon: if the other Party (ai) fraudhas a receiver or similar Party appointed for its property, malfeasance or willful misconduct by Issuer Party or becomes insolvent, acknowledges its insolvency in any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current manner, ceases to do business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or files a petition in bankruptcy; (ii) engages in any class thereofunlawful business practice related to that Party’s performance under this Agreement and/or any SoW, for purposes of effecting a moratorium upon as applicable; or extension or composition (iii) breaches any of its debtsobligations under this Agreement and/or any SoW in any material respect, which breach is not remedied within thirty (30) days following written notice of breach to the breaching Party; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party provided, however, that You may terminate this Agreement for and/or any other or no reason with 90 days’ prior written SoW immediately upon notice to each other Party. NewRocket if the Services do not perform in accordance with this Agreement and/or any SoW, as applicable, and NewRocket does not remedy such breach within fifteen (c15) No days following written notice. Expiration or termination or expiration of this Agreement shall affect not relieve the ongoing Parties of any obligations accruing prior to the effective date of expiration or termination. You shall pay NewRocket for all Services performed by NewRocket until the effective date of termination and any non-cancellable commitments incurred in performance of this Agreement prior to the receipt of the notice of termination, in an amount not to exceed the total fee amount set out in the Statement of Work. Those provisions of this Agreement which by their very nature are incapable of being performed or enforced prior to expiration or termination of this Agreement, which suggest at least partial performance or enforcement following such expiration or termination, or which are otherwise necessary to interpret the respective rights and obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and Parties hereunder, shall survive any such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration or termination of the Term will become immediately due and payable upon terminationAgreement. Without limiting the generality of the foregoing, Sections 2, 4, 5, 7, and Issuer Party shall pay or shall cause to be paid such amounts10 of this Agreement, together with all previously-accrued but not yet paid feesany other provision required for their construction or enforcement, on receipt shall survive termination of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove this Agreement for any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringreason.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or of chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease ceases use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this 12.1 This Agreement commences shall be effective as of the Effective Date andJanuary 1, unless terminated earlier pursuant to any of this Agreement’s express provisions2004 and shall expire on December 31, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof 2004 (“Initial Term”), at which time this . The Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement be automatically be renewed for additional periods of one (1) year each (a “Renewal Term”) from the end of the Initial Term or the Escrow Fundsfirst Renewal Term respectively, unless FORT DODGE or DISTRIBUTOR informs the other party in writing at least thirty (30) prior to the end of the Initial Term or first Renewal Term that it does not elect to renew the Agreement. (b) Notwithstanding, NCPS 12.2 Either party may terminate this Agreement for cause immediately prior to the expiration of the Initial Term or any Renewal Term, with or without cause, upon ninety (90) days’ prior written notice to Issuer Party upon: (a) fraudthe other party. 12.3 In addition to its other rights, malfeasance FORT DODGE shall have the right, exercisable at any time by written notice to the DISTRIBUTOR, and without incurring any liability to the DISTRIBUTOR, to terminate this Agreement as of the date of such notice upon the breach of this Agreement by DISTRIBUTOR or willful misconduct by Issuer Party or the happening of any of their affiliates; (b) conduct the following events: 12.3.1 the failure of the DISTRIBUTOR to meet the requirements set forth in FORT DODGE’S Prices, Policies and Terms, as issued by Issuer Party or any FORT DODGE from time to time; 12.3.2 in the event of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any a material breach by Issuer Party of this Agreement if such breach the DISTRIBUTOR which is not cured within 10 days of receipt of written notice thereof ten (to the extent it can be cured), including10) business days. A material breach shall include, but not be limited to, any failure to pay any amount under this Agreement when duemeet the provisions relating to prompt payment and credit-worthiness; making sales of Products to other distributors or outside the Territory, except as authorized by FORT DODGE; or (d) if Issuer Party ceases regular operations failing to obey any federal, state or files any petition or commences any case or proceeding under any provision or chapter local law governing the distribution of such Products; 12.3.3 insolvency of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to IssuerDISTRIBUTOR; an assignment for the benefit of creditorscreditors by the DISTRIBUTOR; the convening by Issuer Party appointment of a meeting trustee or receiver for any part of its creditors, the DISTRIBUTOR’S property or a filing by or against the DISTRIBUTOR of any class thereof, for purposes petition in bankruptcy or under any of effecting a moratorium upon the provisions of the Bankruptcy Act; 12.3.4 attachment of or extension or composition levy against any of its debts; or the failure DISTRIBUTOR’S property by any judicial officer which is not discharged within thirty (30) days thereafter. 12.4 Termination of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other reason or no reason termination of any DISTRIBUTION Agreement that FORT DODGE may have with 90 days’ prior written notice a subsidiary, division, or branch of DISTRIBUTOR, shall be without prejudice to each other Party. (c) No FORT DODGE’S rights to any amounts then owing by the DISTRIBUTOR under this Agreement. Upon termination or expiration non-renewal of this Agreement shall affect for any reason, DISTRIBUTOR agrees, at FORT DODGE’S option, to return to FORT DODGE, at DISTRIBUTOR’S expense, all Product that has not been paid for by DISTRIBUTOR at the ongoing obligations time of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon non-renewal or termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this 7.1 This Agreement commences as of is effective on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will and shall continue in effect until force for a period of seven (7) years unless sooner terminated as herein provided. This Agreement shall be automatically renewed for additional terms of one year each unless either party shall have given notice of termination to the first other party not less than six-months prior to occur the expiration of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds initial term or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsan renewal term. (b) Notwithstanding, NCPS 7.2 Either party may terminate this Agreement for cause immediately without notice to Issuer Party upon: in the event (a) fraudthe other party commits a material breach of this Agreement, malfeasance which breach remains uncured for a period of thirty (30) days following written notice of such material breach; or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current businessthe other party becomes insolvent, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure fails generally to pay any amount under this Agreement when its debts as they become due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; , is the convening by Issuer Party subject of any voluntary or involuntary case commenced under the federal bankruptcy laws, as now constituted or hereafter amended (which, in the case of involuntary bankruptcy, is not dismissed within ninety (90) days), or of any other proceeding under other applicable laws of any jurisdiction regarding bankruptcy, insolvency, reorganization, adjustment of debt or other forms of relief for debtors, has a meeting receiver, trustee, liquidator, assignee, custodian or similar official appointed for it or for any substantial part of its creditorsproperty, or is the subject of any class thereofdissolution or liquidation proceeding. Without limiting the generality of the foregoing, failure by Cynosure to make any payment due to El En under this Agreement, subject to applicable cure periods set forth in this Section 7.2, shall constitute a material breach for purposes hereof and shall attribute to El En at its sole option, the right to revoke the exclusivity of effecting a moratorium upon Cynosure’s rights within the Territory or extension or composition of its debts; or to terminate the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyAgreement. (c) No 7.3 After termination or expiration of this Agreement, any amounts owed by one party to the other for transactions occurring during the term of the Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS be paid in accordance with this Agreement. El En shall have no obligation to Cynosure for any sales or other activities of Cynosure after termination or expiration of this Agreement, unless expressly agreed in writing signed by both parties. 7.4 After termination or expiration of this Agreement, each Party shall return to the terms hereunder other Party all copies of confidential and/or proprietary information previously disclosed by the other Party, and such obligations Cynosure shall surviveremove and not thereafter use any advertisements, brochures and other items in its possession or under its control, that contain El En’s trademarks and/or service marks. Amounts that would have become payable had All rights and licenses granted to Cynosure under this Agreement remained in effect until and Prior Distribution Agreements shall terminate and revert back to El En except to the extent that such rights and licenses are necessary to enable Cynosure to provide service or support with respect to any Product that has been distributed by Cynosure. El En agrees that for a period of 5 years following any termination or expiration of this Agreement, it will continue to make available for purchase by Cynosure spare parts for the Term will become immediately due Products or replacement Products to enable Cynosure to provide service and payable upon terminationsupport with respect to the Products sold by Cynosure during the term of this Agreement. 7.5 The following provisions of this Agreement shall survive the termination or expiration of this Agreement: Sections 6.4, 6.5, 7.3, 7.4, 8, 9, 11, 15 and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering16.

Term and Termination. (a) The term of this This Agreement commences as of will begin on the Effective Date andand continue until March 31, 2011, however, such agreement will continue to renew for additional twelve (12) months terms unless notice of termination is delivered to the other party within thirty (30) days of the existing term expiration date, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until as follows: (a) by the first to occur mutual agreement of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.parties; (b) Notwithstandingby either Consultant or the Company upon at least 30 days prior written notice;, NCPS may terminate in the event of a termination of this Agreement agreement under this subsection the Company shall pay the agreed amount stated under Section 3(a) above for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any last month of their affiliates; (b) conduct by Issuer Party or any consulting. No compensation shall be due and payable for the remainder of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; the period for which services are not performed. (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 either Consultant or the Company upon at least 15 days of receipt of prior written notice thereof (to the extent it can be cured), including, but not limited to, breaching party if: (i) the other party fails to substantially perform any failure to pay any amount of its material obligations under this Agreement when dueAgreement, by a showing of clear and convincing evidence; (ii) the other party declares itself or (d) if Issuer Party ceases regular operations is adjudicated bankrupt or files any petition or commences any case or proceeding otherwise proceeds under any provision applicable bankruptcy or chapter insolvency laws for the reorganization, arrangement, adjustment of the Federal Bankruptcy Actdebt, the Federal Bankruptcy Coderelief of debtors, dissolution, insolvency or liquidation or similar law of any other federal or state law jurisdiction relating to insolvency, bankruptcy such party; (iii) the commencement or reorganization; the adjudication that Issuer Party is insolvent or bankrupt appointment of any custodian or the entry like for the other party under any bankruptcy, insolvency or other proceeding remains undismissed for a period of an order for relief under 60 days; (iv) the Federal Bankruptcy Code with respect to Issuer; an other party makes a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, creditors or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally states in writing that it is unable to pay its debts on a timely basis. Any Party may terminate generally as they become due; (d) immediately by the Company in the event that the Company in good faith determines that Consultant has engaged in any dishonesty, misrepresentation or unprofessional conduct relating to this Agreement; or (e) immediately by Consultant in the event that Consultant in good faith determines that the Company or its Representatives have either engaged in any (i) dishonesty or misrepresentation relating to the Company, its business, its financial statements or this Agreement for any other or no reason with 90 days’ prior written notice (ii) unprofessional conduct relating to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10Agreement. In addition, Issuer Party shall remove any this Agreement will automatically terminate upon the death of R▇▇ ▇▇▇▇▇▇ (the sole member and all references President of Consultant) or his disability or illness resulting in the inability of Consultant to NCPS from any Offering Document, cease use render Services in a manner that would not constitute a material breach of NCPS intellectual property and no longer refer to NCPS in connection with the offeringobligations of Consultant hereunder.

Term and Termination. This Agreement shall become effective upon its execution, and: (a) The term this Agreement may be terminated at any time, without payment of any penalty, (i) by Adviser, (ii) by the Board or (iii) by vote of a majority of the outstanding voting securities of the Fund, in each case by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to Subadviser, or immediately in the event that (t) key investment personnel leave Subadviser and Adviser concludes that the loss of the services of such personnel could materially adversely affect Subadviser's performance hereunder, (u) Subadviser or key investment personnel of Subadviser are indicted for a felony involving moral turpitude or that could cause material harm to Subadviser or its reputation, (v) senior key investment personnel of the Subadviser ( for purposes hereof, senior key investment personnel of the Subadviser shall be Mr. Brian Ziv and Mr. D. Trowbridge Elliman, III) are or bec▇▇▇ ▇▇▇▇▇▇▇▇▇e to ▇▇▇▇▇ ▇▇ the capacity of employee, officer, director, member of an advisory board or principal underwriter for any registered investment company under Section 9 of the 1940 Act, or any successor provision, or the rules or regulations promulgated thereunder, (w) the commencement of enforcement proceedings against Subadviser or any employee of Subadviser by the SEC, the Commodity Futures Trading Commission or any state securities regulator, (x) actions or omissions shall have resulted in the imposition of sanctions against Subadviser or any employee of Subadviser under the Advisers Act, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the 1940 Act, the Commodity Exchange Act or any state securities law, or the rules or regulations promulgated thereunder, (y) failure of Subadviser or its employees to maintain required licenses and registrations to perform duties hereunder, or (z) Subadviser commits a material breach of this Agreement commences as or there is a material failure by Subadviser to perform its duties hereunder and, if such breach or failure to perform is susceptible to cure, such breach or failure to perform is not cured within ten business days of the Effective Date and, unless terminated earlier pursuant Sub-Adviser's knowledge of such breach or failure to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsperform. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct may be terminated by Issuer Party or Subadviser at any of their affiliates; (b) conduct time by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of less than 180 days' written notice thereof (delivered or mailed by registered mail, postage prepaid, to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.Adviser; (c) No termination or expiration of unless otherwise terminated, this Agreement shall affect continue in effect for two years from the ongoing obligations date of Issuer Party execution, and from year to make payments to NCPS year thereafter so long as such continuance is specifically approved at least annually (i) by the Board or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board who are not interested persons of the Fund or Adviser or Subadviser, cast in accordance with person at a meeting called for the terms hereunder and purpose of voting on such obligations shall survive. Amounts that would have become payable had approval; and (d) this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or terminate automatically as otherwise set forth in Exhibit B, Section 9 or Section 1011. In additionthe event that this Agreement is terminated, Issuer Party Subadviser agrees to cooperate with Adviser and any successor subadviser to Subadviser and provide such information or take such other action as may be reasonably requested by Adviser in order to ensure continuous, high quality services are provided to the Fund; provided, however, that it is understood that Subadviser shall remove not be responsible for any and all references to NCPS from act or omission of Adviser or any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringsuccessor subadviser.

Term and Termination. Subject to the provisions for termination as provided -------------------- herein, this Agreement shall commence on the Effective Date and shall be for a term of two (2) years, and shall be automatically renewed for successive one (1) year terms thereafter unless either of the parties hereto gives to the other party written notice of its election to terminate this Agreement at least ninety (90) days prior to the expiration of the then current term. Nothing contained herein shall preclude VERISITY's right of termination pursuant to this Section 8. Distributor understands that after termination of this Agreement, it shall have no right whatsoever to continue as VERISITY's representative of Products regardless of any undocumented continuation of the relationship with VERISITY. a. This Agreement may be terminated by VERISITY for cause immediately upon the occurrence of any of the following events: (1) If Distributor ceases to do business, or otherwise terminates its business operations or if there is a material change in control of Distributor; or (2) If Distributor fails to secure or renew any license, permit authorization or approval for the conduct of its business in any significant country or area of the Territory, or if any such license, permit, authorization or approval is revoked or suspended; or (3) If Distributor breaches any provision of this Agreement and (except in the case of a compromise of Proprietary Information where termination shall be effective immediately upon notice) fails to fully cure such breach within thirty (30) days or such longer time as is provided herein of written notice from VERISITY describing the breach; or (4) If Distributor seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against Distributor; or (5) If the Net Revenues during any period (with the exception of the first year following the initial signing of the contract, where the review will be at the end of the first year of the contract) are less than the Minimum Amount for that period or if the rate of Net Revenues received is such that VERISITY reasonably believes such Minimum Amount will not be timely achieved; provided VERISITY gives Distributor at least thirty (30) days written notice of termination; or (6) If this willful misconduct, wrongful act, willful neglect or bad faith on the part of the Distributor, its officer agents or employees which VERISITY considers to be detrimental to the best interest of VERISITY. Violations of the U.S. law on export of technical data and commodities is considered a wrongful act for the purposes of this clause. b. VERISITY shall incur no liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by Distributor arising from or incident to any termination of this Agreement by VERISITY which complies with the terms of the Agreement whether or not VERISITY is aware of any such damage, loss or expenses. c. Upon termination of this Agreement by either party or naturally at the end of the term: (1) All rights and licenses of Distributor and all obligations of VERISITY hereunder shall terminate, except rights to payments accrued prior to termination (including during any applicable notice period). (2) Distributor shall immediately: (a) discontinue any use of the name, logotype, trademarks or slogans of VERISITY and the trade names or other designations of any of the Products; (b) discontinue all representations or statements from which it might be inferred that any relationship exists between VERISITY and Distributor; (c) cease to promote, solicit orders for or procure orders for Products (but not act in any way to damage the reputation of VERISITY or any Product); (d) return to VERISITY at Distributor's expense all Products, demonstration units, samples, instruments, equipment, spare parts, catalogues and literature of VERISITY then in possession of Distributor; and (e) return to VERISITY all Proprietary Information (as defined below) in Distributor's possession, custody or control in whatever form held (including copies or embodiments of Proprietary Information or relating to Proprietary Information) upon termination of this Agreement, or at any time or from time to time, upon written request by VERISITY. (3) The term following provisions of this Agreement commences as shall remain in effect after termination (including, without limitation, the natural expiration hereof): 4, 6.o, 6.p, 9, 11 and 12. (a) After termination (by expiration or otherwise) of this Agreement for any reason whatsoever, promptly after receipt of the Effective Date andapplicable Net Revenues and all Deductions and Allowances have been determined and applied, unless terminated earlier pursuant VERISITY shall pay Distributor all commissions earned (as provided in Section 3 above) but not previously paid to any of this Agreement’s express provisions, will continue in effect until Distributor prior to the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundstermination date. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting Distributor's acceptance of its creditors, or any class thereof, for purposes final commission check from VERISITY shall be in full satisfaction of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally all amounts due to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms Distributor hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration a full and complete discharge by Distributor of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use liabilities of NCPS intellectual property and no longer refer to NCPS in connection with the offeringVERISITY.

Term and Termination. (a) A. The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement License shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or if the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party uponLicensee: (ai) fraud, malfeasance files a voluntary petition in bankruptcy or willful misconduct by Issuer Party under any similar insolvency law; or has filed against it any of their affiliates; (b) conduct by Issuer Party involuntary petition in bankruptcy or under any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) similar insolvency law if any material breach by Issuer Party of this Agreement if such breach petition is not cured dismissed within 10 one hundred eighty (180) days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueafter filing; or (dii) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codea receiver is appointed for, or a levy or attachment is made against, substantially all of its assets, if any other federal such petition is not dismissed or state law relating to insolvencysuch receiver or levy or attachment is not discharged within one hundred eighty (180) days after the filing or appointment liquidates, dissolves, shall be adjudicated insolvent, files or has filed against it a petition in bankruptcy or reorganization; the adjudication that Issuer Party for reorganization (unless such petition is insolvent removed within one hundred eighty (180) days of its filing), takes advantage of any insolvency act or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; proceeding, including an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or commits any class thereof, for purposes other act of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisbankruptcy. Any Either Party may terminate this Agreement for any other or no reason with 90 days’ prior the License by written notice to each the other Party, if such other Party shall materially breach any provision of the License and such breach, if curable, is not cured by such Party within at least sixty (60) days after receipt of written notice thereof; provided, however, that such cure period shall be suspended in the event of a good faith dispute among the Parties as to whether any such breach has occurred, pending resolution of any such dispute and for sixty (60) days following the conclusion of any such proceeding as provided in Section XII.H. B. Notwithstanding any termination of the License, any valid unbreached sublicense shall continue in effect with respect to any Nestor Technology sublicensed by the Licensee prior to termination. ▇▇▇▇▇nation of the License shall not release either Party from any of its obligations or liabilities accrued or incurred under this Agreement, or rescind or give rise to any right to rescind any payment made or other consideration given hereunder, except that a termination by the Licensor for a breach of the License by the Licensee shall release the Licensor from any obligation or liability accrued or incurred after the date of such breach. C. Upon termination of the License, in whole or in part: (i) The Licensee shall cease sublicensing of all products, and the providing of all services other than to support then existing customers of the Licensee as permitted by this Section XI.C. under such part or parts of the License as shall have been terminated; provided, however, except in the case of a termination for a breach committed by Licensee, that the Licensee (and any of its sublicensees who are not end users) shall have thirty (30) days from the effective date of termination to complete delivery of then contracted-for-services, all subject to the provisions of this Agreement; (ii) If the License shall be terminated in whole or in part, and provided that such termination has not been caused by the Licensee's material breach of this Agreement, the Licensee shall be permitted to retain, for the Licensee's use only, no more than three (3) copies of the Nestor Technology if such shall be necessary to enable the Licensee ▇▇ ▇▇ovide maintenance support to its then existing customers, and such copies shall be maintained in strict confidence as provided in Section VI of this Agreement and shall be otherwise subject to this Agreement. (ciii) No termination or expiration Termination of the License shall have no effect on any end-user sublicense complying with the terms of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration existing as of the Term will become immediately date of termination; provided, however, the right, title and interest in and to any payments due and payable to Licensee pursuant to such end-user sublicenses have been assigned to Licensor upon termination, and Issuer Party termination of the License. (iv) Termination of the License shall pay or have no effect on either Party's rights to the Improvements. (v) Licensee shall cause promptly (a) deliver to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove Licensor any and all references records and documents in Licensee's possession, custody or control which relate to NCPS from or document any Offering DocumentImprovement, cease use (b) take any and all actions which the Licensor may reasonably request and execute all instruments and documents necessary to secure for the Licensor any form of NCPS intellectual protection or property right with respect to such Improvement and (c) fully cooperate with the Licensor, at no longer refer cost to NCPS the Licensor (except for reasonable out-of-pocket expenses), in all stages of procuring such protection and in connection with the offeringprotection of such intellectual property right of the Licensor. (vi) Except with respect to Section XI.B(ii), the Licensee shall: (1) immediately deliver to the Licensor or irretrievably destroy, or cause to be so delivered or destroyed, any and all copies of the Nestor Technology in whatever form and any written or other ▇▇▇▇▇▇als relating to the Nestor Technology in the Licensee's possession, custody or contr▇▇; ▇nd (2) within thirty (30) days deliver to the Licensor a certification thereof. D. Notwithstanding the termination of the License as provided in this Article XI, the other provisions of this Agreement which by their terms are to be performed by the Parties following the Closing Date shall survive (except Sections IIA, IIC and IIF, which shall terminate), and including any claims made for indemnification under Article VII as a result of any breach or other event occurring on or prior to such termination.

Term and Termination. (a) 8.1 The initial term of this Agreement commences as of shall be from November 15, 1996 through November 14, 1999. Unless terminated upon thirty (30) days' prior written notice to the Effective Date andother Parties, unless terminated earlier pursuant this Agreement shall thereafter automatically renew from year to year, provided that any Party may terminate this Agreement without cause following the initial term upon six (6) months' advance written notice to the other. 8.2 Notwithstanding any other provision of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds Adviser or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS Fund may terminate this Agreement for cause immediately without on not less than thirty (30) days' prior written notice to Issuer Party upon: Company, unless Company has cured such cause within thirty (a30) frauddays of receiving such notice, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) for any material breach by Issuer Party Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured)Agreement, including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party Company may terminate this Agreement for any other or no reason with 90 cause on not less than thirty (30) days’ ' prior written notice to each other PartyAdviser and Fund unless Adviser or Fund has cured such cause within thirty (30) days of receiving such notice, for any material breach by Adviser or Fund of any representation, warranty, covenant or obligation hereunder. (c) No termination 8.4 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement upon receipt of its written notice by Fund and Adviser with respect to any Portfolio based upon the Company's good faith determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement upon receipt of its written notice by Fund and Adviser with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or expiration sold in accordance with applicable state and/or federal securities law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Company. 8.6 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement upon receipt of its written notice by Fund and Adviser with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if Company reasonably and in good faith believes that Fund may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement upon receipt of its written notice by Fund and Adviser with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Section 3.7. 8.8 Notwithstanding any other provision of this Agreement, Fund or Adviser may terminate this Agreement upon receipt of either's written notice by Company, if either one or both shall determine, in their sole judgment exercised in good faith, that Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, or if formal proceedings against Company have been instituted by the NASD, SEC or any state securities or insurance department or any other regulatory body regarding Company's duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account or the purchase of Fund shares; provided, however, that Fund determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Company to perform its obligations under this Agreement. 8.9 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement upon receipt of its written notice by Fund and Adviser, if Company shall affect determine, in its sole judgment exercised in good faith, that either Fund or Adviser has suffered a material adverse change in its business, operations, financial condition or prospects since the ongoing date of this Agreement or is the subject of material adverse publicity, or if formal proceedings against Fund or Adviser have been instituted by the NASD, SEC or any state securities or insurance department or any other regulatory body; provided, however, that Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Fund or Adviser to perform its obligations under this Agreement. 8.10 Notwithstanding any other provision of Issuer Party to make payments to NCPS this Agreement, Fund or Adviser may terminate this Agreement upon receipt of either's written notice by Company in the event that any of the Contracts are not registered, issued, sold or administered in accordance with applicable state and/or federal law ("Non- Complying Contracts"). 8.11 Notwithstanding the terms hereunder and such obligations termination of this Agreement, Fund shall survive. Amounts that would have become payable had this Agreement remained continue to make Fund shares available to the extent necessary to permit Owners under all Contracts in effect until expiration on the effective date of such termination ("Existing Contracts") to reallocate investments in the Term will become immediately due and payable Portfolios (as in effect on such date, redeem investments in the Portfolios) and/or invest in the Portfolios upon terminationthe making of additional purchase payments under the Existing Contracts. Existing Contracts shall not include Non-Complying Contracts, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10if any. In additionthe event that Fund terminates this Agreement, Issuer Party Fund shall remove promptly notify Company whether Fund is electing to make Fund shares available after termination for Non-Complying Contracts (or a class thereof). The Parties agree that this Section 8.11 shall not apply to any terminations under Article 7 and all references to NCPS from any Offering Document, cease use the effect of NCPS intellectual property and no longer refer to NCPS in connection with the offeringsuch Article 7 terminations shall be governed by Article 7 of this Agreement.

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsthe Agreement is otherwise terminated, will the term shall continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect is terminated by at least thirty (30) days prior written Notice by a Party hereto given to the other. Notwithstanding the foregoing, this Agreement or may be terminated by: (a) either Party, upon breach and not less than fifteen (15) days prior written Notice to the Escrow Funds.breaching Party, unless, if the breach is capable of being cured, the breach is cured within the Notice period; (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts to NASDAQ OMX when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) NASDAQ OMX immediately, in the event that Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any failure on a timely basis. Any Party may terminate the part of the Subscriber to comply with the Agreement has or is likely to have an adverse impact on the operation or performance of the Service or any of NASDAQ OMX; (d) NASDAQ OMX, upon not less than fifteen (15) days prior written Notice, in the event that any consent, representation, warranty or certification made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the Notice period; Upon termination of this Agreement for any reason, Subscriber shall cease any and all use of the Service and provide certification to NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by NASDAQ OMX as contemplated in Section 11A of the Act or any other provision of such Act, or no reason any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with 90 days’ prior written notice respect to each a breach by the other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of Both Bell and Owner acknowledge and agree that this Agreement commences is effective as of the Effective Date and, unless terminated earlier pursuant date last signed by both parties below and shall expire on the creation of the proposed condominium corporation on the Property (as defined below) and its turnover to any of the unit owners (the "Term"). Either party may terminate ';' this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b: i) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any a material breach by Issuer Party of this Agreement if hereof, where such breach is not cured within 10 thirty (30) days of receipt of written notice thereof by the other party of such breach, or ii) immediately, in the event of bankruptcy, reorganization, assignment, petition or appointment of a trustee or such other act of insolvency of the other party. Bell acknowledges and agrees that following the creation of the proposed condominium corporation on II ▇▇▇▇▇▇▇ ▇▇▇▇▇ Place, Toronto, Ontario (the "Property") and its turnover to the extent it can unit owners ("Turnover"), the Owner will no longer control the Property or the Building. The Property, the Building and the activities thereon will thereafter be cured)controlled by the new condominium board of directors, by-law's, rules etc. Accordingly, the Owner shall have no obligations whatsoever to Bell following Turnover. This Agreement is subject to all applicable federal, provincial and local laws, and regulations, rulings and orders of governmental agencies, including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Condominium Act, /998, the Telecommunications Act, the Federal Bankruptcy CodeBroadcasting Act, and any amendments thereto or the Canadian Radio- Television and Telecommunications Commission ("CRTC") and the obtaining and continuance of any required approval or authorization of the CRTC, or any other federal governmental body. Either party may terminate its obligations under this Agreement if ordered to do so by the final order or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party ruling of a meeting of its creditorscourt, or any class thereofgovernmental tribunal or agency or if any such order or ruling is inconsistent with the terms of this Agreement or would make it impractical or uneconomical for either party to carry out its obligations under this Agreement. In addition, for purposes if at any time during the Term of effecting this Agreement, the action of a moratorium upon or extension or composition governmental agency requires modification of its debts; ▇▇▇▇'▇ Services or the failure terms in which they are provided hereunder which is inconsistent with the terms of Issuer Party generally this Agreement or impairs ▇▇▇▇'▇ ability to pay its debts on provide ▇▇▇▇'▇ Services in a timely basis. Any Party economical and technically practical fashion, Bell may terminate this Agreement for any other or no reason with 90 upon thirty (30) days’ ' prior written notice to each other PartyOwner. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this 11.1 This Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsearly in accordance with the provisions hereof, will continue in effect until for a period of twelve months (“Initial Term”), and shall automatically renew for additional twelve month periods thereafter (each a “Renewal Term” and any and all such Renewal Terms together with such Initial Term, collectively, the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time unless either Party provides the other Party with written notice of its decision to terminate this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect within thirty (30) days prior to this Agreement the end of such Initial Term or the Escrow Fundsthen-current Renewal Term, as the case may be. (b) Notwithstanding, NCPS 11.2 Either Party may terminate this Agreement for with or without cause immediately without upon thirty (30) days prior written notice to Issuer the other Party. 11.3 Either Party upon: (a) fraudmay terminate this Agreement by written notice to the other Party, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any if there has been a material breach hereof by Issuer such other Party, which material breach has not been cured to the reasonable satisfaction of such Party within thirty (30) days after the date of this Agreement if such breach is not cured within 10 days of other Party’s receipt of written notice thereof (from such Party. 11.4 Anchore may terminate this Agreement immediately if Reseller becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, dissolved, or otherwise ceases doing business in the extent it can be cured)ordinary course, whether voluntarily or otherwise. 11.5 Upon expiration or termination of this Agreement for any reason, Reseller will immediately return to Anchore all Anchore property provided to Reseller during the Term, and all copies thereof, including, but not limited to, the Products, Data, Offering Materials and Proprietary Information of Anchore. All licenses and other rights granted by Anchore hereunder to Reseller for such Anchore property will immediately cease upon any failure to pay any amount under this Agreement when due; such termination or (d) if Issuer Party ceases regular operations expiration. 11.6 Termination or files any petition or commences any case or proceeding under any provision or chapter expiration of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any reason will automatically accelerate the due date of all Anchore related invoices and any other monies due to Anchore or no reason with 90 days’ prior written notice to each other PartyDistributor by Reseller, which will become due and payable within thirty (30) days after the effective date of such termination or expiration. (c) No 11.7 Upon termination or expiration of this Agreement, the provisions of this Agreement shall affect providing for payment of any unpaid fees due to Anchore or Distributor hereunder, protection of Anchore’s Intellectual Property or other proprietary rights, warranties disclaimers, limitations of liability, indemnities, arbitration and other provisions of this Agreement concerning the ongoing obligations interests of Issuer Party Anchore, including, but not limited to, Sections 6 (Fees), 8 (Reports and Records) 9 (Confidentiality), 10 (Ownership), 11 (Term and Termination), 12 (Representation and Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification) and 16 (Dispute Resolution), 17.6 (Governing Law and Jurisdiction), and 18 (Definitions) (to make payments to NCPS the extent of any defined terms therein used in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration any of the Term foregoing surviving provisions), will become immediately due continue and payable upon termination, survive in full force and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringeffect.

Term and Termination. (a1) The term of this Agreement commences as shall expire on the expiration of the Effective Date and, unless terminated earlier pursuant to any last Licensed Patent. Upon the expiration of this Agreement’s express provisions, will continue in effect until FAIRCHILD's license pursuant to ▇▇▇▇▇▇▇ ▇▇ shall become a fully paid-up, perpetual license. (2) This Agreement may be terminated at any time upon the first to occur mutual agreement of the final closing parties. (3) If: (a) either party has breached any of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court its obligations pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement and fails to remedy such breach or to commence and diligently pursue reasonable steps to remedy such breach within sixty (60) days after notice in writing from the Escrow Funds.other party; (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance either party becomes bankrupt or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for takes the benefit of creditors; the convening by Issuer Party of a meeting of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors, or any class thereofsteps are taken or proceedings commenced by any person for the dissolution, for purposes winding up or termination of effecting a moratorium upon either parties existence or extension or composition the liquidation of its debtsassets; or (c) a trustee, receiver, receiver manager or like person is appointed with respect to the failure business or assets of Issuer Party generally to pay its debts on a timely basis. Any Party party; the party in default may terminate this Agreement for any other or no reason with 90 days’ prior by giving written notice to each other Partythe party in default. (4) If Praxis Pharmaceuticals is in default of any of its obligations related to the performance of the Research Projects, and has failed to remedy such breach within sixty (60) days after notice in writing from FAIRCHILD, FAIRCHILD may term▇▇▇▇▇ ▇▇▇ Resear▇▇ ▇▇▇▇▇cts immediately upon written notice to Praxis Pharmaceuticals. If FAIRCHILD terminates the Research ▇▇▇▇ects in accordance with this Section 18(4): (a) FAIRCHILD shall reimburse Praxis ▇▇▇▇▇▇▇euticals for costs and expenses incurred in accordance with the budget included as part of Schedule "C" to the date of termination; (b) FAIRCHILD shall have no further obli▇▇▇▇▇▇ ▇▇th respect to the conduct of the Research Projects or any costs and expenses related thereto; (c) No notwithstanding the termination of the Research Project, all New Intellectual Property developed prior to the date of termination shall be disclosed by Praxis Pharmaceuticals to FAIRCHILD and shall be in▇▇▇▇▇▇ ▇▇ part of the Licensed Technology and licensed to FAIRCHILD pursuant to Sect▇▇▇ ▇▇; ▇nd (d) FAIRCHILD shall have the right to c▇▇▇▇▇▇▇ ▇he Research Project, or expiration any part thereof at its own cost and expense and any results; improvements to Intellectual Property sublicensed from Praxis Pharmaceuticals under the terms of this Agreement Agreement; new patents and patent applications arising from this shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause be deemed to be paid such amountsNew Intellectual Property. (5) The following sections shall survive termination of this Agreement: 1, together with all previously-accrued but not yet paid fees2, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B3, Section 4, 5, 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering15.

Term and Termination. (a) a. This Agreement terminates with respect to each Transition Service at 11:59 p.m. ET on the last day of the period of duration set forth for each Transition Service on Exhibit A. The entire Agreement terminates automatically at 11:59 p.m. ET on the last day of the longest period of duration set forth on Exhibit A. To the extent that any Leased Employee does not become an Acquired Employee on or prior to the termination or expiration of this Agreement, Buyer shall not be responsible for any further obligations with respect to the Leased Employees other than any obligations that arose prior to the termination or expiration hereof. b. A party may terminate this Agreement with respect to a particular Transition Service upon giving the other party 15 days prior written notice if the other party materially breaches any term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate concerning that Transition Service and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written the 15-day notice thereof (period. Subject to the extent it can be cured)immediately preceding sentence, includinga party’s termination of a particular Transition Service shall not alleviate that party or the other party from their respective obligations concerning all other Transition Services. c. A party may terminate this Agreement in its entirety if the other party becomes insolvent, but not limited tois unable to pay its bills as they become due in the ordinary course, or commits an act of bankruptcy under the United States Bankruptcy Act or any other applicable bankruptcy or similar law, or files or has filed against it, voluntarily or involuntarily, a petition in bankruptcy or for reorganization or for the adoption of an arrangement or plan under the United States Bankruptcy Code or any other bankruptcy or similar law, or procures or suffers the appointment of a receiver for any substantial portion of its properties, or initiates or has initiated against it, voluntarily or involuntarily, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case act, process or proceeding under any provision insolvency law or chapter other statute or law providing for the modification or adjustment of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit rights of creditors; the convening by Issuer Party . d. Buyer, in its sole discretion, may terminate any single Transition Service or group of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium Transition Services upon or extension or composition of its debts; or the failure of Issuer Party generally 30 days written notice to pay its debts on a timely basis. Any Party Sellers. e. The parties may terminate this Agreement for entire Agreement, any other single Transition Service or no reason with 90 days’ prior a group of Transition Services by mutual written notice to each other Partyconsent. (c) No f. Each party reserves all other rights and remedies hereunder and as otherwise permitted by law that have accrued at the date of termination or expiration of this Agreement shall affect the ongoing obligations and does not waive any obligation of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had any party by reason of termination of this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. This Agreement is deemed to have commenced on the Commencement Date and shall continue in force until three (a3) The term of this Agreement commences as of years from the Effective Date and, unless terminated earlier pursuant to any Project Completion or lawful termination of this Agreement’s express provisions, will continue in effect until whichever is the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS earlier. CREST shall have no further obligation or liability whatsoever with respect the right to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or upon the occurrence of any of their affiliates; (b) conduct by Issuer Party or the following events: if the Researchers commit a breach of any of their affiliates that may jeopardize NCPS’s current businessthe terms, prospective business conditions, stipulations or professional reputationcovenants contained in this Agreement, which breach is capable of being remedied, and fails to remedy such breach within fourteen (14) days from the date of notice by CREST requesting the Researchers to remedy the same; (c) if the Researchers commit a breach of any material breach by Issuer Party of the terms, conditions, stipulations or covenants contained in this Agreement if and such breach is not cured within 10 days incapable of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, being remedied; if any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, Researchers enter into an arrangement or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment composition for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or if a receiver or manager is appointed in respects of its assets or undertaking or any class part thereof, or if an order shall have been made or a petition be presented or an effective resolution be passed for purposes the winding up a Researcher; if any of effecting the Researchers threaten to or is wound-up or ceases to exist; if a moratorium upon Researcher undergoes any merger, acquisition, reconstruction or extension amalgamation and such merger, acquisition, reconstruction or composition amalgamation results in a Change in Control and CREST is of its debtsthe opinion that such merger, acquisition, reconstruction or amalgamation will adversely impact the Project; if there is a material change to the existing business of a Researcher and CREST is of the opinion that such material change will adversely impact the Project; if any of the Researchers commit any act or omission by a Party that prejudices the reputation of a non-defaulting Party; if the research work for the Project is not completed by the date of Research Completion; or if there is a variation, alteration and/or amendment to the failure Project which will result in a material change in the Project and such material change is prejudicial to the interest of Issuer Party generally CREST. Notwithstanding any other rights of termination available to pay its debts on CREST, if in the reasonable opinion of CREST: the Researchers have failed to meet or are unlikely to meet any of the Key Performance Indicators within the timeframes specified therefor; and/or ▇▇▇▇▇ considers it unlikely that the Project will be completed to CREST’s satisfaction or otherwise in a timely basis. Any Party manner, CREST may by notice in writing to the Researchers terminate this Agreement for or any other of its obligations thereunder in whole or no reason with 90 days’ prior written notice in part and without any liability whatsoever on its part, whereupon CREST shall be immediately released from its further obligations under the Agreement, including any obligation to each other Party. (c) No provide any part of the Grant Funds, but without prejudice to any of CREST’s accrued rights. Upon the termination or expiration of this Agreement shall affect the ongoing (howsoever caused), all rights and obligations of Issuer Party the Parties herein shall cease (save as provided in Clause 13.6.), and in particular the obligation by CREST to remit any further monies to the University and CREST shall be entitled to exercise any one or more of the following rights and remedies at its absolute discretion: CREST shall have the right to withhold the disbursement of any of the Drawdown Amount or part thereof; CREST shall have the right to (a) cease and decline to make any payments on behalf of the Company to NCPS in accordance with third party vendors for any purchases made after termination of this Agreement and (b) reject all claims for expenses incurred by the terms hereunder Company after termination of this Agreement; CREST shall have the right to demand the University to immediately refund its Respective Portion of the Grant Funds as disbursed by CREST up to the termination of this Agreement and such obligations sums shall survive. Amounts that would be owing and due from the University as of the date of such notice; CREST shall have become payable had the right to demand the Company to immediately refund its Respective Potion of the Grant Funds as disbursed by CREST to the Company and/or payments made to third party vendors and claims for expenses incurred by the Company and such sums shall be owing and due from the Company as of the date of such notice; and CREST shall be entitled to appoint any other person, body or company to take over and complete the Project; For the avoidance of doubt, nothing herein shall in any way prejudice any right or remedy available to CREST as a result of or arising out of the termination of this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringby CREST.

Term and Termination. (a) The term of A. Unless this Agreement commences is terminated as of the Effective Date andset forth in this Section 5, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or last until payment in full of the Escrow Funds. (b) Notwithstanding, NCPS last student loan being serviced hereunder. Either party may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any before its expiration upon a material breach by Issuer Party of this Agreement the other party, if such breach is has not been cured within 10 thirty (30) days of receipt of after written notice thereof (of such material alleged breach has been sent to the extent it can be cured)other party, including, but not limited to, any failure which written notice shall specify in reasonable detail the alleged breach and reference this provision. SERVICER shall cooperate and facilitate the transfer of Accounts to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter successor loan servicer regardless of reason for termination. With the prior written consent of the Federal Bankruptcy ActIssuer Administrator, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party SERVICER may terminate this Agreement for with respect to some or all of the loans being serviced hereunder upon written notice to ISSUER, provided that such loans will be serviced by one or more servicers that have entered into a servicing agreement with ISSUER on or prior to such termination date. B. In the event of changes in the Higher Education Act, Guarantor Regulations, or other current or future law, regulation or other requirement applicable to the serviced loans, including without limitation, any changes in any interpretation, claims review or enforcement policies, procedures or practices with respect thereto (and including, without limitation, implementation or enforcement of third-party servicer regulations promulgated by the Department), which in SERVICER’S reasonable determination expose SERVICER to materially increased risk of liability to the Secretary of Education, ISSUER or any other party, impose materially increased duties or no reason with 90 obligations upon SERVICER, cause SERVICER to incur materially additional expense, or materially restrict or derogate from SERVICER’S indemnification rights or liability limitations under this Agreement, SERVICER shall have the right, at its option, to (i) terminate this Agreement upon 180 days’ prior written notice to each other PartyISSUER or (ii) propose to ISSUER an amendment to this Agreement which in SERVICER’S reasonable judgment appropriately addresses the increased risk, duties or obligations (which may include an adjustment to SERVICER’S fees and/or expense reimbursements), and if the parties are unable to agree upon such amendment within thirty (30) days after the same is submitted to ISSUER, SERVICER shall be entitled to terminate this Agreement upon 180 days’ prior written notice to ISSUER. SERVICER shall not be entitled to charge any de-conversion fees hereunder in connection with the de-conversion of ISSUER’S loans from SERVICER’S system following any termination by SERVICER under this Section 5.B, but SERVICER shall be entitled to receive reimbursement of its reasonable file preparation and shipping costs. (c) No C. In the event that SERVICER announces or actually commences a wind-down of its servicing activities for the purpose of exiting the student loan servicing business, ISSUER shall have the right, at its option, to terminate this Agreement upon 30 days’ prior written notice to SERVICER. In such event SERVICER shall not be entitled to charge any de-conversion fees hereunder in connection with the de-conversion of ISSUER’S loans from SERVICER’S system following any termination by SERVICER under this Section 5.C, but SERVICER shall be entitled to receive reimbursement of its reasonable file preparation and shipping costs. D. Upon receipt by the SERVICER of notice of termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS resignation by the SERVICER in accordance with the terms hereunder of this Agreement, the SERVICER shall continue to perform its functions as SERVICER under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the earlier of (x) ISSUER shall have entered into another agreement with another servicer and each rating agency then rating any notes issued by ISSUER confirms such obligations action will not affect the then current ratings and (y) the date upon which the SERVICER shall survivebecome unable to act as SERVICER as specified in the notice of resignation and accompanying opinion of counsel. Amounts that would have become payable had this Agreement remained in effect until expiration In the event of the Term will become immediately due and payable upon terminationtermination hereunder of the SERVICER, and Issuer Party the ISSUER shall pay or shall cause to be paid such amounts, together with all previouslyappoint a successor sub-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringservicer.

Term and Termination. (a) The term of this Agreement commences as and any licenses related thereto will be five (5) years from the effective date of the Effective Date andthis Agreement, and will automatically renew for successive one (1) year terms, unless terminated earlier pursuant earlier (i) by the mutual consent of both parties; (ii) by either party for any reason upon one year written notice prior to any termination; (iii) by a party ceasing to do business with no successor assuming all of such party’s obligations under this Agreement; (iv) by the insolvency of a party, however such insolvency is evidenced, including, without limitation, by a general assignment for the benefit of its creditors, or by a voluntarily or involuntarily filing of a petition in bankruptcy; MedicAlert® PHR System Development and Supply Agreement (v) by the dissolution or liquidation of a party, unless such dissolution or liquidation is the result of a merger or consolidation with a controlling or affiliated company; (vi) by either party on thirty (30) days written notice of the other party’s material breach of a substantive term of this Agreement’s express provisions, will continue in effect until the first to occur Agreement if such breach is curable within thirty (30) days and is not cured within such time; or, (vii) by either party on commercially reasonable written notice of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPSother party’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of a substantive term of this Agreement if such breach is not cured curable within 10 thirty (30) days of receipt of written and the party declared in breach is not then using its best efforts and acting in good faith to cure such breach as promptly as practicable within such commercially reasonable notice thereof period. (b) During the ** period immediately following the termination date, MedicAlert and the MedicAlert® PHR System subscribers will have the limited exclusive, worldwide right and license to the extent it can be cured), including, but not limited to, use all and any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter component of the Federal Bankruptcy ActMedicAlert® PHR Software, and all corresponding rights under all patent, copyright, trademark, trade secret and other laws as may be necessary or appropriate for the Federal Bankruptcy Code, sole and limited purpose of transferring the MedicAlert® PHR System subscribers to alternative goods or any other federal or state law relating to insolvency, bankruptcy or reorganization; services that may be competitive with the adjudication that Issuer Party is insolvent or bankrupt CapMed PHR System or the entry MedicAlert® PHR System and that were not developed in violation of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyAgreement. (c) No termination or expiration of In the event that this Agreement is terminated by CapMed without cause, or by MedicAlert on the insolvency, dissolution or uncured material breach of CapMed, MedicAlert shall affect have the ongoing obligations irrevocable right and option to purchase an irrevocable, fully paid up, royalty free, worldwide license to make, use, modify, enhance, further develop, sell, and sublicense all and any component of Issuer Party the MedicAlert® PHR Software, and all corresponding rights under all patent, copyright, trademark, trade secret and other laws as may be necessary or appropriate for the full enjoyment of the rights otherwise granted under this Agreement. (d) If the parties are unable to make payments agree on the purchase price within thirty (30) calendar days of the termination date, each party shall appoint, within thirty (30) calendar days thereafter, one appraiser and the two appraisers shall within a period of five (5) additional days, agree on and appoint an additional appraiser. The appraisers shall be experienced in valuing licenses. The three appraisers shall, within sixty (60) calendar days after the appointment of the third appraiser, determine the fair market value of the license in writing and submit their report to NCPS all the parties. The fair market value shall be determined by taking the arithmetic mean of the two closest appraisers’ valuations, shall be final, and shall not be subject to appeal. Each party shall pay for the services of the appraiser selected by it, plus one-half of the fee charged by the third appraiser. MedicAlert shall have five (5) days from the appraisal determination of fair market value to give CapMed written notice of its intent to exercise or waive its rights to exercise the option. In the event that MedicAlert elects to exercise its option, the purchase price may be paid by a promissory note secured by the license over a period not to exceed five (5) years with interest at a rate equal to the Prime Rate. (e) On completion of all Schedule A milestones and pursuant to the software escrow agreement, CapMed will deposit with a reputable escrow company previously agreed to MedicAlert® PHR System Development and Supply Agreement by the parties, the Patent, the Copyright, the full and complete CapMed PHR Software in accordance with source code and all related computer files (such as executable program files, compiler, linker, third-party libraries, etc.), and all Documentation agreed to between the parties as may be necessary to develop, utilize and understand the CapMed PHR System, and thereafter shall promptly deposit full and complete documents and source code for any new version, upgrade, or bug fix. In the event this agreement is terminated for any reason, the escrow company will deliver all materials held in escrow to MedicAlert under the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration conditions of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previouslyescrow agreement for MedicAlert’s post-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease termination licensed use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.under this Section

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant this Agreement is otherwise terminated, the term shall continue until a Party elects to any terminate this Agreement by providing the other Party with at least thirty (30) days’ prior written notice of its intention to terminate. Upon termination of this Agreement’s express provisions, will continue in effect until the first to occur Subscriber shall cease any and all use of the final closing of Service. Notwithstanding the Offering and/or the disbursement of all amounts foregoing, this Agreement may also be terminated by: A. Either Party in the Escrow Funds or deposit event of all amounts 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 OMX, immediately, in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement event that the Subscriber becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally Subscriber does not pay its debts as they become due or admits, in writing, its inability to pay its debts when due; or the Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; C. NASDAQ OMX, immediately, in the event that the Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, 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 timely basis. Any Party may terminate this Agreement for any other or no reason with 90 market; D. NASDAQ OMX, upon not less than fifteen (15) days’ prior written notice, in the event that any representation, warranty or certification made by Subscriber in this Agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the notice period; or E. NASDAQ OMX, upon not less than thirty (30) days’ prior written notice, should it determine that it will cease providing the same class of Service to each all other Partyeligible individuals or entities that were receiving the same class of Service as Subscriber. (c) No termination F. NASDAQ OMX, immediately, in the event that Subscriber has materially violated or expiration of this Agreement shall affect the ongoing obligations of Issuer Party is about to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationmaterially violate any applicable law, and Issuer Party shall pay rule or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS regulation in connection with its use of the offeringSystem. The right of termination set forth herein is in addition to any other remedy at law or in equity that is available to one Party with respect to a breach by the other.

Term and Termination. (a) The Except as otherwise provided herein, this Agreement shall remain in full force and effect for a term of this Agreement commences as of one year from the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions. This Agreement may be extended for subsequent one year term upon the submission and approval of the “ANNUAL RENEWAL or NEW PRODUCT or SERVICES RELEASE UPDATE FOR KCS ALIGNED v5 AGREEMENT” (Exhibit C). Licensee is responsible to update the CSI annually, based on the anniversary of being KCS Aligned, with contact information and the names of the current employees who hold a KCS Practices v5 certification. Failure to provide an annual update to the CSI will continue result in effect suspension of the License, removal from the CSI list of KCS Aligned v5 vendors until the first to occur updated information is provided or the term of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS License expires. CSI may terminate this Agreement for cause immediately without notice to Issuer Party uponin the event that Licensee: (ai) fraudapplies for or consents to the appointment of a receiver, malfeasance trustee, or willful misconduct by Issuer Party liquidator for all or any a substantial part of their affiliatesLicensee’s assets; (bii) conduct by Issuer Party is unable to, or any of their affiliates that may jeopardize NCPS’s current businessadmits in writing its inability to, prospective business or professional reputationpay its debts as they mature; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an makes a general assignment for the benefit of creditors; (iv) has any petition under any bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or is adjudicated bankrupt or insolvent; or (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement for the convening by Issuer Party benefit of a meeting of its creditors, or takes advantage of any class thereofinsolvency law in its capacity as a debtor. In the event that the foregoing clause is held to be unenforceable, for purposes then the trustee in bankruptcy or debtor in possession, as applicable, shall be able to maintain this Agreement only if the trustee or debtor in possession abides by all of effecting the provisions herein; and failure to do so shall be a moratorium upon or extension or composition material breach of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisthis Agreement. Any Party CSI may terminate this Agreement for any other or no reason with 90 days’ prior in the event that Licensee materially breaches this Agreement and fails to cure such breach to CSI’s satisfaction within 30 days after written notice thereof. The license granted hereunder to each other Party. (c) No any KCS Aligned v5 Product or Service shall automatically terminate if Licensee ceases selling or distributing such KCS Aligned v5 Product or Service for a period of 90 days or more. Upon termination or expiration of this Agreement for any reason, all rights granted to Licensee hereunder shall affect automatically terminate and revert back to CSI, and Licensee shall cease and desist from all use of the ongoing obligations of Issuer Party KCS Aligned v5 Trademarks. Furthermore, Licensee will at no time adopt or use, without CSI's prior written consent, any word or ▇▇▇▇ which is likely to make payments be similar to NCPS in accordance or confusing with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringKCS Aligned v5 Trademarks.

Term and Termination. (a) The term of this 11.1 This Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsearly in accordance with the provisions hereof, will continue in effect until for a period of twelve months (“Initial Term”), and shall automatically renew for additional successive twelve month periods thereafter (each a “Renewal Term” and any and all such Renewal Terms together with such Initial Term, collectively, the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time unless either Party provides the other Party with written notice of its decision to terminate this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect within thirty (30) days prior to this Agreement the end of such Initial Term or the Escrow Fundsthen-current Renewal Term, as the case may be. (b) Notwithstanding, NCPS 11.2 Either Party may terminate this Agreement for with or without cause immediately without upon thirty (30) days prior written notice to Issuer the other Party. 11.3 Either Party upon: (a) fraudmay terminate this Agreement by written notice to the other Party, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any if there has been a material breach hereof by Issuer such other Party, which material breach has not been cured to the reasonable satisfaction of such Party within thirty (30) days after the date of this Agreement if such breach is not cured within 10 days of other Party’s receipt of written notice thereof (from such Party. 11.4 Anchore may terminate this Agreement immediately if Reseller becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, dissolved, or otherwise ceases doing business in the extent it can be cured)ordinary course, whether voluntarily or otherwise. 11.5 Upon expiration or termination of this Agreement for any reason, Reseller will immediately return to Anchore all Anchore Property provided to Reseller during the Term, and all copies thereof, including, but not limited to, the Products, Data, Offering Materials and Proprietary Information of Anchore. All licenses and other rights granted by Anchore hereunder to Reseller for such Anchore property will immediately cease upon any failure to pay any amount under this Agreement when due; such termination or (d) if Issuer Party ceases regular operations expiration. 11.6 Termination or files any petition or commences any case or proceeding under any provision or chapter expiration of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any reason will automatically accelerate the due date of all Anchore related invoices and any other monies due to Anchore or no reason with 90 days’ prior written notice to each other PartyDistributor by Reseller, which will become due and payable within thirty (30) days after the effective date of such termination or expiration. (c) No 11.7 Upon termination or expiration of this Agreement, the provisions of this Agreement shall affect providing for payment of any unpaid fees due to Anchore or Distributor hereunder, protection of Anchore’s Intellectual Property or other proprietary rights, warranties disclaimers, limitations of liability, indemnities, arbitration and other provisions of this Agreement concerning the ongoing obligations interests of Issuer Party Anchore, including, but not limited to, Sections 6 (Fees), 8 (Reports and Records), 9 (Confidentiality), 10 (Ownership), 11 (Term and Termination), 12 (Representation and Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification) and 16 (Dispute Resolution), 17.6 (Governing Law and Jurisdiction), and 18 (Definitions) (to make payments to NCPS the extent of any defined terms therein used in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration any of the Term foregoing surviving provisions), will become immediately due continue and payable upon termination, survive in full force and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringeffect.

Term and Termination. The Seal License commences on the Effective Date and shall continue in force for the Term unless terminated in accordance with this clause 3. Licensor may terminate this Agreement immediately if Licensee anyone acting for Licensee or its affiliates: (a) The breaches any material term of this Agreement commences as Seal License; or (b) becomes insolvent, has an administrator, receiver or manager appointed over the whole or any part of its assets or business, makes any composition or arrangement with creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its windingup, dissolution or liquidation (other than for the purpose of solvent re-organisation) or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the Effective Date andabove. Licensor will have the right to withhold and/or to revoke the Seal License from use in the event that Licensor informs Licensee that NBCU or CNBC has determined, unless terminated earlier pursuant in its sole discretion, that such use would or may violate or infringe or reasonably tend or be claimed to violate or infringe the rights of third parties, or in the event that the use will in NBCU’s or CNBC’s judgment be prejudicial to NBCU’s or CNBC’s interests or to the exploitation or exhibition of NBCU’s or CNBC’s intellectual property. In the event that Licensee engages in any unprofessional or unethical behaviour, commits any act or is involved in any situation that (A) brings it into public disrepute, contempt, scandal, or ridicule, (B) otherwise shocks, insults, offends the community or a significant portion thereof, (C) reflects unfavorably upon Licensor, NBCU, CNBC or Licensee, or (D) if publicity is given to such conduct, commission, or involvement that occurred previously, Licensor shall have the right to immediately terminate this agreement and immediately revoke the License herein. In the event of any such withdrawal of the License, the License Fee is non-refundable. At the end of the Term or on termination of this Agreement’s express provisionsAgreement under this clause 3, will continue in effect until Licensee shall immediately take down the first to occur Licensed Seal and cease all use of the final closing Licensor‘s and CNBC trademark including but not limited to all Licensed Uses of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)Licensed Seal, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect right to this Agreement use the Licensed Seal or the Escrow Fundsassociated trademarks whatsoever. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences as of and the licenses granted herein shall commence on the Effective Date andand will continue for as long as Licensee maintains any Certified Project(s) in compliance with the obligations set forth in this Agreement, unless terminated earlier pursuant to any of as provided in this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds11. (b) NotwithstandingThe Licensee may, NCPS at its option, terminate this Agreement or any part thereof upon thirty (30) days written notice to ▇▇▇▇. (c) LIHI may, by written notice to the Licensee, terminate this Agreement, in whole or in part, if Licensee (i) uses any unapproved Materials in violation of this Agreement and such violation is not corrected within thirty (30) days after Licensee receives written notice, (ii) misuses the Certification Mark on any Materials, including in a manner that has not been approved by LIHI and such misuse is not corrected within thirty (30) days after Licensee receives written notice , or (iii) displays or distributes Materials bearing the Certification Mark in violation of any applicable law, rule or regulation and such violation is not corrected within thirty (30) days after Licensee receives written notice. For purposes of clarity, any circumstance listed in (i) through (iii) that arises out of or is attributable to any misuse or violation by Licensee’s Affiliate, LIHI may terminate this Agreement for cause immediately without notice as it applies to Issuer Party upon: (a) fraudsaid Licensee Affiliate, malfeasance or willful misconduct by Issuer Party but shall not terminate this Agreement as it related to Licensee or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or remaining Licensee Affiliates. (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Either Party may terminate this Agreement for any other or no reason with 90 days’ prior of the following reasons (each an “Event of Default”) upon written notice to each the other Party, (i) if a Party materially breaches any or all of its obligations as described in this Agreement and such breach is not cured within thirty (30) days of written notice of such breach from the other Party; (ii) if any representation or warranty made by that Party in this Agreement proves to have been misleading or false in any material respect when made; or (iii) if a Party, (a) makes an assignment or any general arrangement for the benefit of its creditors, (b) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such a petition filed against it, (c) otherwise becomes bankrupt or insolvent (however evidenced), or (d) becomes unable to pay its debts as they fall due (any circumstance described in (a) through (d) will be defined as “Bankrupt”). (ce) No Upon termination or expiration of this Agreement by reason of an Event of Default or otherwise by Licensee or Licensee’s Affiliate, the rights granted herein will terminate immediately and Licensee and/or Licensee Affiliates shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder immediately cease and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove desist from any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property the Certification Mark. Absolutely no Materials containing the Certification Mark shall be created, distributed or otherwise made available to third parties after the termination of this Agreement. (f) In the event of any breach of this Agreement by Licensee, Licensee acknowledges and no longer refer agrees that any unauthorized use of the Certification Mark or other marks confusingly similar to NCPS the Certification Mark will result in connection with irreparable harm to LIHI, and LIHI shall be entitled to seek and obtain immediate injunctive relief, without the offeringposting of any bond. In an Event of Default by LIHI, Licensee’s remedy shall be limited to immediate termination of the Agreement without any further obligation to pay fees owed to LIHI that accrue after the date of the Event of Default, but Licensee shall cease any and all use of the Certification ▇▇▇▇ after said termination.

Term and Termination. (a) 2.1 The term of this Agreement commences as of shall commence upon the Effective Date and, unless hereof and continue until terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any 2.2 Either Party may terminate this Agreement, any Schedule, or Purchase Order immediately without liability to the other and without prejudice to its other rights at any time by giving notice in writing to the other Party if: 2.2.1 The other Party is in Breach of any of the terms of this Agreement for which is not capable of remedy or where remedial, has failed to remedy that breach within thirty (30) calendar days of being notified in writing of it; or 2.2.2 The other Party's financial position has deteriorated to such an extent that in the reasonable opinion of the terminating Party its capability to adequately fulfill its obligations hereunder has been placed in jeopardy. 2.3 Experian shall be entitled to terminate any other Schedule or no reason with 90 days’ Purchase Order hereunder upon reasonable prior written notice to each other PartySupplier. (c) 2.4 Experian may cancel a Purchase Order at no charge prior to the receipt of the Goods by Experian or provision of Services. 2.5 No termination or expiration of this Agreement Agreement, or any Schedule or Purchase Order shall affect any rights, obligations, or liabilities of either Party which have accrued before. In the ongoing obligations event of Issuer Party any termination of this Agreement, or any Schedule or Purchase Order, Experian's liability hereunder is limited to make payments payment of Goods and/or Services accepted prior to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had date of termination. 2.6 Upon any termination of this Agreement remained in effect until expiration Agreement, or any Schedule or Purchase Order, completion of the Term will become Services under the applicable Schedule, or the written request of Experian, Supplier shall immediately due and payable upon terminationreturn or destroy, as Experian may direct in writing, all Confidential Information, materials, and Issuer Party shall pay other documentation written/created pursuant to this Agreement, including without limitation Experian credit cards, telephone cards, office or shall cause desk keys, security passes, software, computers, modems, diskettes, instruments, tools, or devices. If Experian terminates a Schedule pursuant to Section 2.2 above, then Experian will be entitled to receive a refund from Supplier of (i) any prepaid, but unused fees for Services; and (ii) all amounts paid by Experian pursuant to the Schedule on account of the Services or other goods furnished by Supplier to Experian in conjunction with such amountsServices, together with all previously-accrued but not yet paid fees, on receipt that Experian is unable to utilize effectively or completely as a result of NCPSSupplier’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references failure to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with cure the offeringbreach.

Term and Termination. 10.1 This Agreement will be in effect until all outstanding Order Forms have expired to been terminated in accordance with this Agreement. Each Order Form will be in effect for a period of one (1) year from the Effective Date (the “Initial Term”) and will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Subscription Term”). During the Subscription Term, Customer may purchase Subscriptions for additional Servers pursuant to an Order Form and such Subscriptions will be co-terminus with the then-current Subscription Term. Either party may elect not to renew an Order Form by providing the other party with no less than sixty (60) days’ notice prior to the commencement of a Renewal Term. The expiration or termination of an Order Form or SOW will not terminate any other Order Form in effect. Either party may terminate this Agreement, Order Forms and SOWs with immediate effect: (a) The term of in the event that the other party breaches this Agreement commences as and does not cure such breach within thirty (30) days following of the Effective Date andwritten notice of such breach, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates in the event that may jeopardize NCPS’s current the other party ceases business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is becomes insolvent or bankrupt or the entry if a receiver, examiner, administrator or administrative receiver is appointed over any part of an order for relief that party’s business or if anything analogous occurs in relation to that party under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit laws of creditors; the convening by Issuer Party of a meeting of its creditorsanother jurisdiction, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings in relation to such party. 10.2 Sections 2 and 5-9, 10.2, 10.3, 11, and 12 will survive the expiration or termination of this Agreement. 10.3 During the Subscription Term and for one (1) year following termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party (but no more than once in a calendar year), Company and its auditors may inspect Customer’s records relating to make payments to NCPS in accordance with the terms hereunder its reproduction and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration use of the Term Software, Support and Subscription for the purposes of verifying Customer’s compliance with this Agreement. Customer will become immediately due cooperate fully with Company and payable upon terminationits auditors in conducting audits and provide reasonable assistance. If an underpayment is discovered, Customer will promptly pay such amount and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Customer will reimburse Company for the cost of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaudit.

Term and Termination. (a) The original term of this Agreement commences as shall commence on the earlier of the Effective Date date Subscriber agrees to and submits this Agreement online or the date access to the Services is provided, and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement is otherwise terminated, the term shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to continue until this Agreement is terminated by at least thirty (30) days prior written Notice by a party hereto given to the other. (a) either party, upon breach and not less than fifteen (15) days prior written Notice to the breaching party, unless, if the breach is capable of being cured, the breach is cured within the Notice period. Failure of Subscriber to pay all Fees when due and Subscriber’s breach of Sections 1(a) or the Escrow Funds.1(b) shall not be considered as capable of being cured; or (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts on when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basisreceiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors. Any Party may terminate Upon termination of this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement reason, Subscriber shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove cease any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property the Services and no longer refer shall return or destroy all Security Devices and provide certification to NCPS NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Services shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access by NASDAQ OMX. The right of termination set forth therein is in connection addition to any other remedy at law or in equity that is available to one party with respect to a breach by the offeringother party.

Term and Termination. (a) The term of this This Remarketing Agreement commences as of becomes effective on the date hereof, October 27, 2022 (the “Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“TermDate”), at and shall continue to be in effect for as long as any Bonds remain outstanding; provided, however, that subject to Section 316 of the Thirteenth Supplemental Indenture, the Remarketing Agent or the City may terminate their obligations under this Remarketing Agreement upon 30 days’ written notice to the other party and to the Bank; provided further, however, that (i) the City must appoint a successor Remarketing Agent prior to removing the Remarketing Agent upon such termination; (ii) the City may terminate its obligations under this Remarketing Agreement upon three Business Days written notice to the Remarketing Agent in the event that the Remarketing Agent elects not to (or is unable to) determine the Weekly Rate or Daily Rate other than as a result of the occurrence of any event described in paragraph (b) below and (iii) notwithstanding the foregoing, if the Remarketing Agent elects to terminate its obligations as such under this Remarketing Agreement and so long as the City is using its best efforts to qualify a successor to the Remarketing Agent, the Remarketing Agent shall be obligated to continue its duties as such until the earlier of the sixtieth (60th) day following the giving of such notice of termination and the date on which time a successor is so qualified, The Remarketing Agent’s obligations under this Remarketing Agreement shall terminate cease following the sixtieth (60th) day from which notice of termination is given by the Remarketing Agent to the City and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsBank, regardless of whether a successor Remarketing Agent has been qualified. (b) NotwithstandingIn addition, NCPS the City or the Remarketing Agent may immediately terminate this Agreement for cause immediately without notice and the Remarketing Agent shall have no obligation to Issuer Party upon: (a) fraud, malfeasance remarket or willful misconduct by Issuer Party attempt to remarket Bonds if any one or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter more of the Federal Bankruptcy Actfollowing events has occurred: (i) The marketability of the Bonds or the contemplated offering prices thereof, in the Federal Bankruptcy Codereasonable opinion of the Remarketing Agent, shall have been materially adversely affected by any federal or state legislation, effective, pending or favorably reported out of any legislative committee, or by any decision of any federal or state court or by any order, ruling or regulation (final, temporary or proposed) of the Treasury Department or the Internal Revenue Service of the United States or other federal or state law relating to insolvencyauthority or regulatory body, bankruptcy or reorganization; by a release or announcement or communication issued or sent by the adjudication that Issuer Party is insolvent or bankrupt Treasury Department or the entry Internal Revenue Service of an order for relief under the Federal Bankruptcy Code United States, affecting the status of the City, its property or income, obligations of the general character of the Bonds, as contemplated hereby, or the interest thereon, or any tax exemption with respect to Issuerobligations of the general character of the Bonds, as contemplated hereby, or the interest thereon, granted or authorized by the Internal Revenue Code of 1986, as amended; an assignment or (ii) Legislation shall be introduced by the House of Representatives or the Senate of the Congress of the United States by amendment or otherwise, which in the reasonable opinion of the Remarketing Agent, materially adversely affects the marketability of the Bonds, or legislation shall be enacted by the House of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the United States Securities and Exchange Commission or other governmental agency having jurisdiction over the subject matter shall be made or proposed, to the effect that the offering or sale of obligations of the general character of the Bonds, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby; or (iii) Any of the following events shall have occurred: (A) the engagement or escalation of activities by the United States of America in hostilities which have resulted in a declaration of war or national emergency, or the occurrence of any other outbreak or hostilities or escalation thereof or national or international calamity or crisis, financial or otherwise, including but not limited to the COVID-19 pandemic, the effect of such outbreak, calamity, crisis, or escalation thereof on the financial markets of the United States of America being such as, in the reasonable opinion of the Remarketing Agent, would materially adversely affect the ability of the Remarketing Agent to remarket the Bonds; (B) a general suspension of trading on the New York Stock Exchange or the American Stock Exchange or other national securities exchange; (C) the establishment of or increase in material restrictions upon trading of securities, including limited or minimum prices, by any governmental authority or by any national securities exchange; (D) the imposition by a California or federal governmental authority as to the Bonds, or obligations of the general character of the Bonds, of any material restrictions not now in force, or increase materially those now in force; (E) the declaration of a banking moratorium either by federal, New York, or other state authorities or by authorities in the country in which the Remarketing Agent is organized or a major financial crisis or a material disruption in commercial banking or securities settlement or clearance services; or (iv) Any litigation shall be instituted or threatened in writing to restrain or enjoin the remarketing of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Indenture, the Letter of Credit or this Agreement, or the existence or powers of the City or the Bank relating thereto; or (v) There is any material adverse change in the affairs of the City adversely affecting the security for the Bonds, which in the judgment of the Remarketing Agent, makes it impractical or inadvisable to proceed with the remarketing of the Bonds as contemplated by this Agreement and the Indenture, as amended or supplemented; or (vi) Any ratings assigned to the Bonds by a national rating service, including Standard & Poor’s, ▇▇▇▇▇’▇ Investors Service and Fitch, is downgraded, withdrawn or suspended and which in the Remarketing Agent’s reasonable opinion materially adversely affects the marketability of the Bonds; or (vii) If the Remarketing Agent reasonably determines that a disclosure document is required for distribution to prospective purchasers and that such document is not available or, if available, is not satisfactory to the Remarketing Agent, in form or substance, or if the Remarketing Agent reasonably determines that Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 is applicable to the Bonds and additional documents, instruments, agreements or action is required to comply with same, including but not limited to the City having entered into a written agreement or contract for the benefit of creditors; the convening by Issuer Party holders of a meeting of its creditorsthe Bonds to provide the annual financial information, operating data, required event notices, and other information required by, and in accordance with, Rule 15c2-12, and such additional documents, instruments, agreements or action is not available or taken, or any class thereofif available or taken, is not satisfactory to the Remarketing Agent, in form or substance, or if the Remarketing Agent shall receive an opinion of counsel that substantial grounds exist upon which the exclusion of interest on the Bonds from gross income for federal income tax purposes of effecting a moratorium upon or extension or composition of its debts; can be challenged, or the failure exemption of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for the Bonds from registration under the Securities Act of 1933, as amended, or the exemption of the Indenture from qualification under the Trust Indenture Act of 1939, as amended, can be challenged or if any other or no reason with 90 days’ prior written notice to each other Partydefault under the Indenture shall have occurred and be continuing. (c) No termination Notwithstanding anything in this Section 9 to the contrary, in the event that the Remarketing Agent elects not to (or expiration is unable to) remarket the Bonds as a result of the occurrence of any event described in paragraph (b) above, the City may immediately terminate this Agreement and appoint a substitute remarketing agent, in which event the City is not required to provide the 30-day notice required under the provisions of paragraph (a) above, and such substitute remarketing agent shall provide the services contemplated by this Remarketing Agreement. Notwithstanding the provisions of this Agreement shall affect paragraph, unless otherwise agreed to by the ongoing obligations of Issuer Party to make payments to NCPS in accordance with Remarketing Agent, upon the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration removal of the Term will become Remarketing Agent, the successor Remarketing Agent shall agree to purchase any Bonds owned by the Remarketing Agent as of the effective date of such removal at a purchase price equal to the principal amount thereof plus accrued interest from the immediately due and payable upon termination, and Issuer Party shall pay or shall cause preceding Interest Accrual Date to be paid the effective date of such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringremoval.

Term and Termination. (a) 8.1 The initial term of this Agreement commences as shall be from the effective date of the Effective Date andFund's registration statement through the second anniversary of such date. Unless terminated upon thirty (30) days' prior written notice to the other Party, unless terminated earlier pursuant this Agreement shall thereafter automatically renew from year to year, provided that any Party may terminate this Agreement without cause following the initial term upon six (6) months' advance written notice to the other. 8.2 Notwithstanding any other provision of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement Adviser or the Escrow Funds. (b) Notwithstanding, NCPS Fund may terminate this Agreement for cause immediately without on not less than thirty (30) days' prior written notice to Issuer Party upon: the Company, unless Company has cured such cause within thirty (a30) frauddays of receiving such notice, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) for any material breach by Issuer Party Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured)Agreement, including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party Company may terminate this Agreement for any other or no reason with 90 cause on not less than thirty (30) days’ ' prior written notice to each other PartyAdviser and Fund unless Adviser or Fund has cured such cause within thirty (30) days of receiving such notice, for any material breach by Adviser or Fund of any representation, warranty, covenant or obligation hereunder. (c) No termination 8.4 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or expiration sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Paragraph 3.7. 8.8 Notwithstanding any other provision of this Agreement, Fund or Adviser may terminate this Agreement by written notice to the Company, if either one or both shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, or if formal proceedings against Company have been instituted by the NASD, SEC or any state securities or insurance department or any other regulatory body regarding Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Account or the purchase of Fund shares; provided, however, that the Fund determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Company to perform its obligations under this Agreement. 8.9 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the Adviser, if the Company shall affect determine, in its sole judgment exercised in good faith, that either the ongoing Fund or the Adviser has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, or if formal proceedings against Fund or Adviser have been instituted by the ▇▇▇▇, ▇▇▇ or any state securities or insurance department or any other regulatory body; provided, however, that Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Fund or Adviser to perform its obligations under this Agreement. 8.10 Notwithstanding the termination of Issuer Party its obligation to make shares available to the Company but subject to the rights and duties of the Fund's Board as described in Section 1.2 above, the Fund shall continue to make Fund shares available to the extent necessary to permit Owners in effect on the effective date of such termination (hereinafter referred to as "Existing Contracts") to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. Existing Contracts shall not include Non-Complying Contracts, if any. In the event that the Fund terminates this Agreement, the Fund shall promptly notify the Company whether the Fund is electing to NCPS make Fund shares available after termination for Non-Complying Contracts (or a class thereof). In determining whether to make Fund shares available for such Non- Complying Contracts (or a class thereof), the Trust shall act in good faith giving due consideration to the interests of Owners of such Non-Complying Contracts (or a class thereof). For purposes of this Section 8.10, "Non- Complying Contracts" are those Contracts that are not registered, issued, sold or administered in accordance with applicable federal and/or state law. 8.11 The Company may withdraw the Account's investment in the Fund or a Portfolio only: (i) as necessary to facilitate Owner requests; (ii) upon a determination by a majority of the Board, or a majority of disinterested trustees, that an irreconcilable material conflict exists among the interests of (x) owners of contracts of all separate accounts investing in the Fund or (y) the interests of the Participating Insurance Companies; (iii) upon requisite vote of the Owners having an interest in the affected Portfolio to substitute the shares of another investment company for Fund shares in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay Contracts; (iv) as required by state and/or federal laws or shall cause regulations or judicial or other legal precedent of general application; or (v) as permitted by an order of the SEC pursuant to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Section 26(b) of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering1940 Act.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section S ection 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section S ection 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party may terminate receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition withcreditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement for or in any other document furnished by Distributor is, as of the time made or no reason furnished, materially false or misleading; Distributor proceeds with 90 days’ a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or inaccurate and is not made true or accurate within the notice period. (v) Nasdaq, upon not less than ninety (90) days prior written notice, should it determine that it will cease providing the (vi) Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that it cannot implement additional security requirements requested by Nasdaq under Section 4(h). (b) Distributor acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Distributor to each pay all charges, taxes, or assessments related to its receipt of the Information shall not be deemed or considered to be, and, to the extent permitted by applicable law, Distributor waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any Information or facility operated by Nasdaq as contemplated in: (i) Section 11A of the Act; (ii) any other Partyprovision of the Act; (iii) any rule or regulation adopted pursuant to the Act; (iv) any FSA regulation; or (v) any other applicable statutory obligation. (c) No The right of termination set forth herein is in addition to any other remedy at law or expiration of in equity, consistent with this Agreement shall affect Agreement, that is available to one party (including any individual Nasdaq Market) with respect to a breach by the ongoing obligations of Issuer Party other and is in addition to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as anything otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringforthherein.

Term and Termination. (a) The term of this 10.1 This Agreement commences as of shall become effective on the Effective Date andand shall, unless terminated earlier pursuant to any of in accordance with this Agreement’s express provisionsArticle, will continue in effect force until the first last to occur expire of the final closing VALID CLAIM of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsLICENSED PATENT RIGHTS. (b) Notwithstanding, NCPS 10.2 FUJISAWA may terminate this Agreement for cause immediately without following sixty (60) days prior written notice (the “NOTICE PERIOD”) to Issuer Party upon: OSIP in the event that (a) fraudOSIP fails to make any payment which is due under Article 3 hereof and is not subject to a bona fide dispute, malfeasance within the NOTICE PERIOD; or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any OSIP commits a material breach by Issuer Party of any other obligation of this Agreement if such breach which is not cured within 10 days the NOTICE PERIOD, (c) OSIP goes into liquidation, a receiver or a trustee is appointed for the property or estate of receipt of written notice thereof (to the extent it can be cured)OSIP, includingfiles or is filed a petition for bankruptcy, but not limited tocorporate reorganization, any failure to pay any amount under this Agreement when due; civil rehabilitation or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother insolvency proceedings, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; OSIP makes an assignment for the benefit of creditors; , and whether any of the convening by Issuer Party aforesaid events be the outcome of a meeting the voluntary act of its creditorsOSIP, or otherwise or (d) OSIP directly or indirectly contests the validity of any class thereofLICENSED PATENT RIGHTS or does not, for purposes within 30 days following execution of effecting a moratorium upon or extension or composition this Agreement, irrevocably withdraw any and all proceedings previously filed attacking the validity of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party such LICENSED PATENT RIGHTS. 10.3 OSIP may terminate this Agreement for any other or no reason with 90 days’ following the NOTICE PERIOD (a) on sixty (60) days prior written notice to each FUJISAWA with or without cause, (b) if FUJISAWA commits a material breach of any other Party. obligation of this Agreement which is not cured within the NOTICE PERIOD; or (c) No termination if FUJISAWA goes into liquidation, a receiver or expiration a trustee is appointed for the property or estate of FUJISAWA, files or is filed a petition for bankruptcy, corporate reorganization, civil rehabilitation or other insolvency proceedings, or FUJISAWA makes an assignment for the benefit of creditors, and whether any of the aforesaid events be the outcome of the voluntary act of FUJISAWA, or otherwise. 10.4 Termination of this Agreement shall not affect any rights or obligations accrued prior to the ongoing obligations effective date of Issuer Party such termination, specifically OSIP’s obligation to make payments according to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had provisions of this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. (a) The original term of this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisionsthe Agreement is otherwise terminated, will the term shall continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect is terminated by at least thirty (30) days prior written Notice by a Party hereto given to the other. Notwithstanding the foregoing, this Agreement or may be terminated by: (a) either Party, upon breach and not less than fifteen (15) days prior written Notice to the Escrow Funds.breaching Party, unless, if the breach is capable of being cured, the breach is cured within the Notice period; (b) NotwithstandingNASDAQ OMX, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraudimmediately, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to in the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueevent Subscriber becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Subscriber makes an assignment for the benefit of creditors; the convening by Issuer Party of or Subscriber does not pay its debts as they become due or admits, in a meeting of record, its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally inability to pay its debts when due; or Subscriber files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a receiver, trustee, or custodian is made by anyone or Subscriber becomes the subject of any proceeding or bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (c) NASDAQ OMX immediately, in the event that Subscriber is not permitted to receive or NASDAQ OMX is prevented from disseminating the Service, or any part thereof; or any consent, representation, warranty or certification made by Subscriber in the Agreement or in any other document furnished by Subscriber is, as of the time made or furnished, false or misleading; or that NASDAQ OMX, in its sole discretion, determines that any failure on a timely basis. Any Party may terminate the part of the Subscriber to comply with the Agreement has or is likely to have an adverse impact on the operation or performance of the Service or any of NASDAQ OMX; (d) NASDAQ OMX, upon not less than fifteen (15) days prior written Notice, in the event that any consent, representation, warranty or certification made by Subscriber in the agreement or in any other document furnished by Subscriber becomes untrue or inaccurate and is not made true or accurate within the Notice period; Upon termination of this Agreement for any reason, Subscriber shall cease any and all use of the Service and provide certification to NASDAQ OMX that it has done so. Subscriber acknowledges and agrees that the exercise by NASDAQ OMX of the remedies set forth herein for failure of Subscriber to pay any or all charges, taxes, or assessments related to its receipt of the Service shall not be deemed or considered to be, and, to the extent permitted by applicable law, Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any service or facility operated by NASDAQ OMX as contemplated in Section 11A of the Act or any other provision of such Act, or no reason any rule or regulation adopted thereunder. The right of termination set forth therein is in addition to any other remedy at law or in equity that is available to one Party with 90 days’ prior written notice respect to each a breach by the other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The term of this Agreement commences as and any licenses related thereto will be five (5) years from the effective date of the Effective Date andthis Agreement, and will automatically renew for successive one (1) year terms, unless terminated earlier pursuant earlier (i) by the mutual consent of both parties; (ii) by either party for any reason upon one year written notice prior to any termination; (iii) by a party ceasing to do business with no successor assuming all of such party’s obligations under this Agreement; (iv) by the insolvency of a party, however such insolvency is evidenced, including, without limitation, by a general assignment for the benefit of its creditors, or by a voluntarily or involuntarily filing of a petition in bankruptcy; (v) by the dissolution or liquidation of a party, unless such dissolution or liquidation is the result of a merger or consolidation with a controlling or affiliated company; (vi) by either party on thirty (30) days written notice of the other party’s material breach of a substantive term of this Agreement’s express provisions, will continue in effect until the first to occur Agreement if such breach is curable within thirty (30) days and is not cured within such time; or, (vii) by either party on commercially reasonable written notice of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPSother party’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of a substantive term of this Agreement if such breach is not cured curable within 10 thirty (30) days of receipt of written and the party declared in breach is not then using its best efforts and acting in good faith to cure such breach as promptly as practicable within such commercially reasonable notice thereof period. (b) During the ** period immediately following the termination date, MedicAlert and the MedicAlert® PHR System subscribers will have the limited exclusive, worldwide right and license to the extent it can be cured), including, but not limited to, use all and any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter component of the Federal Bankruptcy ActMedicAlert® PHR Software, and all corresponding rights under all patent, copyright, trademark, trade secret and other laws as may be necessary or appropriate for the Federal Bankruptcy Code, sole and limited purpose of transferring the MedicAlert® PHR System subscribers to alternative goods or any other federal or state law relating to insolvency, bankruptcy or reorganization; services that may be competitive with the adjudication that Issuer Party is insolvent or bankrupt CapMed PHR System or the entry MedicAlert® PHR System and that were not developed in violation of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyAgreement. (c) No termination or expiration of In the event that this Agreement is terminated by CapMed without cause, or by MedicAlert on the insolvency, dissolution or uncured material breach of CapMed, MedicAlert shall affect have the ongoing obligations irrevocable right and option to purchase an irrevocable, fully paid up, royalty free, worldwide license to make, use, modify, enhance, further develop, sell, and sublicense all and any component of Issuer Party the MedicAlert® PHR Software, and all corresponding rights under all patent, copyright, trademark, trade secret and other laws as may be necessary or appropriate for the full enjoyment of the rights otherwise granted under this Agreement. (d) If the parties are unable to make payments agree on the purchase price within thirty (30) calendar days of the termination date, each party shall appoint, within thirty (30) calendar days thereafter, one appraiser and the two appraisers shall within a period of five (5) additional days, agree on and appoint an additional appraiser. The appraisers shall be experienced in valuing licenses. The three appraisers shall, within sixty (60) calendar days after the appointment of the third appraiser, determine the fair market value of the license in writing and submit their report to NCPS all the parties. The fair market value shall be determined by taking the arithmetic mean of the two closest appraisers’ valuations, shall be final, and shall not be subject to appeal. Each party shall pay for the services of the appraiser selected by it, plus one-half of the fee charged by the third appraiser. MedicAlert shall have five (5) days from the appraisal determination of fair market value to give CapMed written notice of its intent to exercise or waive its rights to exercise the option. In the event that MedicAlert elects to exercise its option, the purchase price may be paid by a promissory note secured by the license over a period not to exceed five (5) years with interest at a rate equal to the Prime Rate. (e) On completion of all Schedule A milestones and pursuant to the software escrow agreement, CapMed will deposit with a reputable escrow company previously agreed to by the parties, the Patent, the Copyright, the full and complete CapMed PHR Software in accordance with source code and all related computer files (such as executable program files, compiler, linker, third-party libraries, etc.), and all Documentation agreed to between the parties as may be necessary to develop, utilize and understand the CapMed PHR System, and thereafter shall promptly deposit full and complete documents and source code for any new version, upgrade, or bug fix. In the event this agreement is terminated for any reason, the escrow company will deliver all materials held in escrow to MedicAlert under the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration conditions of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previouslyescrow agreement for MedicAlert’s post-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease termination licensed use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.under this Section

Term and Termination. 13.1 This agreement shall commence on the Commencement Date and shall (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will in accordance with these terms) continue in full force and effect until the first to occur end of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Subscription Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding13.2 Without prejudice to any other rights or remedies to which the parties maybe entitled, NCPS either party may terminate this Agreement for cause immediately agreement without notice liability to Issuer Party uponthe other if: (a) fraud, malfeasance or willful misconduct by Issuer Party or the other party commits a material breach of any of their affiliatesthe terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the otherparty, or if such an administrator is appointed or if documents are filedwith the court for the appointment of an administrator or if notice ofintention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder, or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if the other party takes or suffers any similar or analogous action in 13.3 On expiry or termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate, even if the Subscription Term is defined as “perpetual” in, or if no expiration date is specified in, the Quotation; (b) conduct by Issuer Party or each party shall return and make nofurther use of any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputationConfidential Information belonging to the other party; and (c) the accrued rights of the parties as at expiry or termination, or the continuation after expiry or termination of any material breach by Issuer Party provision expressly statedto survive (including, without limitation, clauses 1, 9, 10, 11.1, 12, 13.3and 14) or implicitly surviving termination, shall not be affected or prejudiced; and (d) the Supplier may destroy or otherwise dispose of any of the End User Data in its possession unless the Supplier receives, no later than 10 days after the effective date of termination of this Agreement if such breach is not cured agreement, a written request for the delivery to the End User of the then most recent back-up of the End User Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the End User within 10 30 days of receipt of written notice thereof such a request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (to whether or not due at the extent it can be cureddate of termination), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party The End User shall pay all reasonable expenses incurred by the Supplier in returning or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt disposing of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringEnd User Data.

Term and Termination. (a) The Except as otherwise provided herein, this Agreement shall remain in full force and effect for a term of this Agreement commences as of one year from the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions. This Agreement may be extended for subsequent one year terms upon the submission and approval of the “ANNUAL RENEWAL or NEW PRODUCT RELEASE UPDATE FOR KCS v6 VERIFIED PRODUCTS AGREEMENT” and payment of the current renewal fee. a Licensee is responsible to update CSI annually, based on the Effective Date of this Agreement, with contact information and the name(s) of the current employee(s) who hold(s) a KCS v6 Practices certification. Failure to provide an annual update to CSI will continue result in effect suspension of the License and removal from the CSI list of KCS v6 Verified vendors until the first to occur updated information is provided or the term of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS License expires. b CSI may terminate this Agreement for cause immediately without notice to Issuer Party uponin the event that Licensee: (ai) fraudapplies for or consents to the appointment of a receiver, malfeasance trustee, or willful misconduct by Issuer Party liquidator for all or any a substantial part of their affiliatesLicensee’s assets; (bii) conduct by Issuer Party is unable to, or any of their affiliates that may jeopardize NCPS’s current businessadmits in writing its inability to, prospective business or professional reputationpay its debts as they mature; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an makes a general assignment for the benefit of creditors; (iv) has any petition under any bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or is adjudicated bankrupt or insolvent; or (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement for the convening by Issuer Party benefit of a meeting of its creditors, or takes advantage of any class thereofinsolvency law in its capacity as a debtor. In the event that the foregoing clause is held to be unenforceable, for purposes then the trustee in bankruptcy or debtor in possession, as applicable, shall be able to maintain this Agreement only if the trustee or debtor in possession abides by all of effecting the provisions herein; and failure to do so shall be a moratorium upon or extension or composition material breach of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisthis Agreement. Any Party c CSI may terminate this Agreement for any other or no reason with 90 days’ prior in the event that Licensee materially breaches this Agreement and fails to cure such breach to CSI’s satisfaction within 30 days after written notice to each other Partythereof. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The a. This Agreement is effective from the date hereof and shall continue for a term of one (1) year. Thereafter, this Agreement commences as shall automatically renew for consecutive one (1) year periods unless either party gives the other written notice of non-renewal at least 60 days prior to the expiration date of the Effective Date and, unless current term. b. This Agreement may be terminated earlier pursuant to by Nuvei at any time with 30 days’ written notice or as otherwise provided by the terms of this Agreement. c. Notwithstanding Nuvei’s express provisions, will continue in effect until the first rights to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time terminate this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to as stated elsewhere in this Agreement or the Escrow Funds. (b) NotwithstandingAgreement, NCPS Nuvei may also immediately terminate this Agreement for cause cause, without an opportunity to cure, and/or immediately suspend all processing for Merchant without providing advance written notice to Issuer Party uponMerchant: (ai) fraudupon the request of Nuvei’s ODFI, malfeasance or willful misconduct by Issuer Party Sending Participant or any regulatory agency (regardless of their affiliatesthe reason for the request); (bii) conduct by Issuer Party if Nuvei, its ODFI, Sending Participant or any regulatory agency believes that Merchant has breached any representations and warranties made in this Agreement, is violating or has previously violated any applicable Regulations or Rules, and/or has recklessly or willfully initiated any unauthorized Entries or Payment Instructions; or (iii) if Nuvei is unable to process transactions for Merchant for any reason that is out of their affiliates that Nuvei’s control or Nuvei no longer has the ability to process transactions for Merchant. d. Either party may jeopardize NCPS’s current businessterminate this Agreement, prospective business or professional reputation; (c) any and/or Nuvei may suspend all processing for Merchant, if the other party to this Agreement commits a material breach by Issuer Party of this Agreement and either the breach cannot be cured or, if such the breach is can be cured, it has not been cured within 10 thirty (30) days of the breaching party’s receipt of written notice thereof thereof. e. This Agreement may be terminated by either party effective immediately and without any requirement of notice, in the event that (to i) the extent it can be cured)other party files a petition, includingin bankruptcy, but not limited toseeking any reorganization, any failure to pay any amount under this Agreement when due; arrangement, composition, or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding similar relief under any provision law regarding insolvency or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Coderelief for debtors, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of (ii) a meeting of its creditorsreceiver, trustee, or similar officer is appointed for the business or property of such party; (iii) any class thereofinvoluntary petition or proceeding, for purposes of effecting a moratorium upon under bankruptcy or extension insolvency laws, is instituted against such party and not stayed, enjoined, or composition of its debtsdischarged within sixty (60) days; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.or

Term and Termination. (a) 11.1 The term of this Agreement commences as of shall commence on the Effective Date andSignature Date, and unless terminated earlier pursuant to any of in accordance with this Agreement’s express provisionsArticle XI, will shall continue in effect until the first to occur later of (a) the expiration date of the final closing last to expire patent in the Licensed Patent Technology;; or (b) the date of the Offering last abandonment of a patent application in the Licensed Patent Technology. 11.2 The Licensor shall have the right to modify or terminate this Agreement and/or the disbursement underlying license, in whole or in part, upon the occurrence of all amounts any one of the following events (each an “Event of Default”): (a) Licensee or any of its Affiliate(s) or Sublicensees fails to perform and meet the obligations set forth in Article VII above, and Licensee cannot otherwise demonstrate to Licensor’s reasonable satisfaction that Licensee or any of its Affiliate(s) or Sublicensees has taken, or can be expected to take within a reasonable time, effective steps to so perform and meet the Escrow Funds or deposit of all amounts obligations set forth in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Article VII above; (b) Notwithstanding, NCPS may terminate this Agreement The Licensor determines that such action is necessary to meet requirements for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct public use specified by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party Government regulations issued after the date of this Agreement if and such breach is requirements are not cured within 10 days of receipt of written notice thereof (to reasonably satisfied by the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.Licensee; (c) No termination The Licensee makes a misrepresentation or expiration has made a materially false statement of, or omitted, a material fact in the license application, the Development Plan, or in any Point of Practical Application Report, Additional Information, Report or other information provided to Licensor as required by this Agreement or in the Development Plan; (d) The Licensee or its Affiliate(s) or a Sublicensee commits a material breach of this Agreement shall affect the ongoing obligations of Issuer Party as determined by Licensor; (e) The Licensee fails to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay provide or shall cause to be paid provided by its Affiliate(s) or Sublicensees any Point of Practical Application Report, Additional Information, Report or other information deemed material by Licensor as required by this Agreement; (f) The Licensee fails to make a payment or to insure payment in full is made as and when required under this Agreement; or (g) The Licensee is or becomes Bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit or creditors. 11.3 Except for an Event of Default under (d), (f) and (g) above, in making its determination to modify or terminate this Agreement, Licensor shall take into account the normal course of similar commercial development programs conducted under sound and reasonable business practices and judgment and the annual Point of Practical Application Reports, Additional Information, Reports and other information submitted by Licensee under Article V. Prior to invoking its right to modify or terminate this Agreement and/or the underlying license as a result of an Event of Default, other than under (d), or (g) above or by mutual agreement, Licensor shall furnish Licensee and any Sublicensees of record written notice of its intention to modify or terminate, and the Licensee and any notified Sublicensees shall be allowed ninety (90) days after the date of such amounts, together with all previously-accrued but notice to remedy the Event of Default or to show cause why this Agreement should not yet paid fees, on receipt of NCPSbe so modified or terminated. If Licensee fails to alleviate Licensor’s invoice therefor or as otherwise concerns set forth in Exhibit Bthis Section or fails to take corrective action to Licensor’s satisfaction, Section 9 Licensor may terminate this Agreement. 11.4 The word “termination” and cognate words, such as “term” and “terminate,” used in this Article XI and elsewhere in this Agreement are to be read, except where the contrary is specifically indicated, as omitting from their effect the following rights and obligations, all of which survive any termination to the degree necessary to permit their fulfillment or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.discharge:

Term and Termination. (a) The Except as otherwise provided herein, this Agreement shall remain in full force and effect for a term of this Agreement commences as of one years from the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions. This Agreement may be extended for subsequent one year term upon the submission and approval of the “ANNUAL RENEWAL or NEW PRODUCT RELEASE UPDATE FOR KCS VERIFIED v5 PRODUCTS AGREEMENT” (exhibit c). a Licensee is responsible to update the CSI annually, based on the anniversary of being KCS Verified, with contact information and the names of the current employees who a KCS Practices v5 certification. Failure to provide an annual update to the CSI will continue result in effect suspension of the License, removal from the CSI list of KCS Verified v5 vendors until the first to occur updated information is provided or the term of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS License expires. b CSI may terminate this Agreement for cause immediately without notice to Issuer Party uponin the event that Licensee: (ai) fraudapplies for or consents to the appointment of a receiver, malfeasance trustee, or willful misconduct by Issuer Party liquidator for all or any a substantial part of their affiliatesLicensee’s assets; (bii) conduct by Issuer Party is unable to, or any of their affiliates that may jeopardize NCPS’s current businessadmits in writing its inability to, prospective business or professional reputationpay its debts as they mature; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an makes a general assignment for the benefit of creditors; (iv) has any petition under any bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or is adjudicated bankrupt or insolvent; or (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement for the convening by Issuer Party benefit of a meeting of its creditors, or takes advantage of any class thereofinsolvency law in its capacity as a debtor. In the event that the foregoing clause is held to be unenforceable, for purposes then the trustee in bankruptcy or debtor in possession, as applicable, shall be able to maintain this Agreement only if the trustee or debtor in possession abides by all of effecting the provisions herein; and failure to do so shall be a moratorium upon or extension or composition material breach of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisthis Agreement. Any Party c CSI may terminate this Agreement for any other or no reason with 90 days’ prior in the event that Licensee materially breaches this Agreement and fails to cure such breach to CSI’s satisfaction within 30 days after written notice to each other Partythereof. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. 11.1 This Agreement shall have a minimum term of five (5) years from the date hereof unless otherwise mutually agreed, and may thereafter be extended by mutual agreement of the parties. 11.2 This Agreement shall automatically terminate when (i) BCI-Shareholder and any Affiliate thereof no longer hold any Equity Shares (including for greater certainty, the series B Shares authorized under the Original By-laws to be held by BCI-Shareholder prior to the First Subscription Date) in Telinor, (ii) when the Shareholders' Agreement is terminated with respect to BCI in accordance with Clauses 14.2.2 or 14.2.3 of the Shareholders' Agreement, unless otherwise agreed to by the parties, or (iii) when the Technical Services Agreement is terminated. 11.3 BCI may, at its option, terminate this Agreement by giving written notice to Telinor in any of the following events, namely: (a) The term a material breach by Telinor of any material obligations contained in this Agreement commences as of which has not been cured within sixty (60) Business Days after written notice thereof to Telinor specifying the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate breach and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.requiring such remedy; (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance the insolvency or willful misconduct by Issuer Party or any bankruptcy of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt Telinor or the entry making of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; , or the convening by Issuer Party appointment of a meeting trustee or receiver and manager or liquidator for Telinor or for all or a substantial part of its property, or the commencement of a bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against Telinor under the laws of any jurisdiction; (c) Telinor ceases to conduct its Business; (d) all or substantially all of Telinor's Business is assigned or transferred; or (e) the Spectrum Concession is terminated for any reason. 11.4 Telinor may at its option terminate this Agreement by giving written notice to BCI in any of the following events, namely: (a) a material breach by BCI of any material obligations contained in this Agreement which has not been cured within sixty (60) Business Days after written notice thereof to BCI specifying the breach and requiring such remedy; (b) the insolvency or bankruptcy of BCI or the making of an assignment for the benefit of creditors, or any class thereof, the appointment of a trustee or receiver and manager or liquidator for purposes of effecting BCI or for all or a moratorium upon or extension or composition substantial part of its debts; property, or the failure commencement of Issuer Party generally a bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against BCI under the laws of any jurisdiction; or (c) If BCI-Shareholder and/or any Affiliate thereof owns less than one thousand series B Shares of Telinor authorized under the Original By-laws prior to pay the First Subscription Date and less than fifty percent (50%) of the Series B Shares of Telinor after the First Subscription Date. 11.5 The termination regardless of its debts on a timely basiscause or its nature shall be without prejudice of any other rights or remedies of either party without liability to the other party (except as provided in this Agreement) for any loss or damage occasioned thereby, and each party shall remain responsible for its obligations existing immediately prior to the termination. Any Party may terminate The termination of this Agreement for any cause shall not release either party hereto from any liability which at the time of termination has already accrued to the other party hereto or no reason with 90 days’ which thereafter may accrue in respect to any act or omission prior written notice to each other Partytermination or from any obligation which is expressly stated herein to survive termination. (c) No 11.6 Notwithstanding the expiration or termination or expiration of this Agreement, Clauses 4, 5, 6, 7, 8, 11.5, 11.6, 15 and 16, as well as all the definitions of the Shareholders' Agreement which are incorporated in such Clauses by reference, shall affect the ongoing obligations of Issuer Party to make payments to NCPS survive any such expiration or termination and shall remain in accordance with the terms hereunder full force and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration completion of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause obligations referred to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringtherein.

Term and Termination. (a) The term of this This Agreement commences (and the Plan) shall become effective as of the Effective Date date hereof and shall terminate on the earliest of: (i) 5:00 p.m. (New York time) on September 6, 2011; (ii) the date on which the maximum number of Common Shares allowable under the Purchase Instructions has been purchased under the Plan; and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue (iii) the date that is one trading day after the date on which Insider notifies Broker in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time writing that this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsterminate. (b) NotwithstandingAdditionally, NCPS may terminate this Agreement for cause (and the Plan) shall immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or terminate upon the occurrence of any of their affiliates; the following events (beach a “Default”): (i) conduct by Issuer Party Insider’s dissolution, liquidation, insolvency, receivership, or any voluntary or involuntary bankruptcy; (ii) the institution of their affiliates that may jeopardize NCPSproceedings for Insider’s current businessdissolution, prospective business liquidation, insolvency, receivership, or professional reputation; voluntary or involuntary bankruptcy; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of Insider’s creditors; the convening ; (iv) any levy against, seizure, assignment or sale of any substantial part of Insider’s property by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other creditor or no reason with 90 days’ prior written notice to each other Partygovernmental agency; or (v) any similar event, act or omission, taken by or against Insider. (c) No termination or expiration of Broker’s obligations under this Agreement shall affect automatically be suspended and Broker shall not purchase any Common Shares pursuant to this Agreement upon the ongoing obligations occurrence and during the pendency of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts following: (i) In the event that Broker becomes aware of any legal, regulatory or contractual restriction that would have become payable had this Agreement remained in effect until expiration of prohibit Broker from making purchases under the Term will become immediately due and payable upon terminationPlan, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previouslyincluding the entry by Insider into any lock-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS up agreement in connection with a transaction involving the offeringissuance of the Common Shares which prohibits transactions in the Common Shares by Insider or similar event; or (ii) The Company advises Insider or Broker that the suspension of transactions under the Plan is necessary and advisable, which such determination shall be at the Company’s sole discretion. (d) Notwithstanding anything herein to the contrary, this Agreement (and the Plan) shall terminate if, at any time, any trade contemplated hereunder shall result in a violation or adverse consequence under applicable law.

Term and Termination. This Agreement shall become effective upon its execution, and: (a) The term this Agreement may be terminated at any time, without payment of any penalty, (i) by Adviser, (ii) by the Board or (iii) by vote of a majority of the outstanding voting securities of the Fund, in each case by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to Subadviser, or immediately in the event that (t) key investment personnel leave Subadviser and Adviser concludes that the loss of the services of such personnel could materially adversely affect Subadviser's performance hereunder, (u) Subadviser or key investment personnel of Subadviser are indicted for a felony involving moral turpitude or that could cause material harm to Subadviser or its reputation, (v) senior key investment personnel of the Subadviser ( for purposes hereof, senior key investment personnel of the Subadviser shall be Mr. Brian Ziv and Mr. D. Trowbridge Elliman, III) are or beco▇▇ ▇▇▇▇▇▇▇▇▇▇ to s▇▇▇▇ ▇▇ the capacity of employee, officer, director, member of an advisory board or principal underwriter for any registered investment company under Section 9 of the 1940 Act, or any successor provision, or the rules or regulations promulgated thereunder, (w) the commencement of enforcement proceedings against Subadviser or any employee of Subadviser by the SEC, the Commodity Futures Trading Commission or any state securities regulator, (x) actions or omissions shall have resulted in the imposition of sanctions against Subadviser or any employee of Subadviser under the Advisers Act, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the 1940 Act, the Commodity Exchange Act or any state securities law, or the rules or regulations promulgated thereunder, (y) failure of Subadviser or its employees to maintain required licenses and registrations to perform duties hereunder, or (z) Subadviser commits a material breach of this Agreement commences as or there is a material failure by Subadviser to perform its duties hereunder and, if such breach or failure to perform is susceptible to cure, such breach or failure to perform is not cured within ten business days of the Effective Date and, unless terminated earlier pursuant Sub-Adviser's knowledge of such breach or failure to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsperform. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct may be terminated by Issuer Party or Subadviser at any of their affiliates; (b) conduct time by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of less than 180 days' written notice thereof (delivered or mailed by registered mail, postage prepaid, to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.Adviser; (c) No termination or expiration of unless otherwise terminated, this Agreement shall affect continue in effect for two years from the ongoing obligations date of Issuer Party execution, and from year to make payments to NCPS year thereafter so long as such continuance is specifically approved at least annually (i) by the Board or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board who are not interested persons of the Fund or Adviser or Subadviser, cast in accordance with person at a meeting called for the terms hereunder and purpose of voting on such obligations shall survive. Amounts that would have become payable had approval; and (d) this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or terminate automatically as otherwise set forth in Exhibit B, Section 9 or Section 1011. In additionthe event that this Agreement is terminated, Issuer Party Subadviser agrees to cooperate with Adviser and any successor subadviser to Subadviser and provide such information or take such other action as may be reasonably requested by Adviser in order to ensure continuous, high quality services are provided to the Fund; provided, however, that it is understood that Subadviser shall remove not be responsible for any and all references to NCPS from act or omission of Adviser or any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringsuccessor subadviser.

Term and Termination. (a) The term This Agreement shall continue until it is terminated on not less than 14 days written notice given by either party to the other. If this agreement is terminated, you must by the date of the termination sell or take delivery of all your Gold Bullion held by us. b) Termination of this Agreement commences as of does not affect any other agreements you may have with QONECO unless expressly specified within the Effective Date andother agreement. c) This Agreement may be terminated by written notice by either Party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)other Party becomes insolvent, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer other Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer other Party generally does not pay its debts as they become due or admits its inability to pay its debts when due; or the other Party files or has filed against it any petition under any provision of the Bankruptcy ▇▇▇ ▇▇▇▇ (Cth) or an application for a receiver, trustee, or custodian is made by anyone or the other Party becomes the subject of any proceedings of bankruptcy, insolvency, reorganisation, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors. d) This Agreement may be terminated by QONECO immediately on written notice, in the event that: i. in the sole and absolute discretion of QONECO, it suspects you of a timely basismoney-laundering or terrorism financing related offence or a contravention of any applicable law or regulation in any jurisdiction; ii. Any Party may terminate any part thereof; or any representation, warranty or certification made by the Client in this Agreement for or in any other document furnished by you is, as of the time made or no reason furnished, materially false or misleading; iii. you proceed with 90 a proposed action which would result in a default of your obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, which is material to QONECO for regulatory, commercial or other reasons, made by you in connection herewith, after QONECO has given 5 business days’ prior written notice notification to each other Party.you that such proposed action would constitute a default hereunder; (c) No termination iv. you, your shareholders, directors or expiration associates are charged with any criminal offence which in the reasonable opinion of QONECO brings QONECO into disrepute; v. QONECO, in its sole reasonable discretion, determines that any failure to comply with this Agreement shall affect has or is likely to have a materially adverse impact on the ongoing obligations operation or performance of Issuer Party its systems or likely to make payments cause disproportionate harm to NCPS QONECO’s interests should termination be delayed; or vi. any representation or warranty made in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due becomes untrue or inaccurate and payable upon termination, and Issuer Party shall pay is not made true or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaccurate within 10 Business Days.

Term and Termination. (a) 8.1 The initial term of this Agreement commences as of shall be from June 29 1994 through June 28 1997. Unless terminated upon thirty (30) days’ prior written notice to the Effective Date andother Party, unless terminated earlier pursuant this Agreement shall thereafter automatically renew from year to year, provided that any Party may terminate this Agreement without cause following the initial term upon sixty (60) days advance written notice to the other. 8.2 Notwithstanding any other provision of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”)DFAS, at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement Adviser or the Escrow Funds. (b) Notwithstanding, NCPS Fund may terminate this Agreement for cause immediately without on not less than thirty (30) days’ prior written notice to Issuer Party upon: the Company, unless Company has cured such cause within thirty (a30) frauddays of receiving such notice, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) for any material breach by Issuer Party Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, Adviser and Fund unless DFAS, Adviser or Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, Adviser or Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund and the DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 8.5 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund, Adviser and the DFAS with respect to any Portfolio in the event any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund, Adviser and the DFAS with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify. 8.7 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice to the Fund, Adviser and the DFAS with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Paragraph 3.7. 8.8 Notwithstanding any other provision of this Agreement, Fund, Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement if such breach or is not cured within 10 days the subject of receipt material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, Company may terminate this Agreement by written notice thereof (to the extent it can be cured)Fund, includingAdviser and DFAS, but not limited toif the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, Adviser or DFAS has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.10 Notwithstanding any other provision of this Agreement, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 cause on not less than sixty (60) days’ prior written notice to each all other Parties, unless any of the other Parties has cured such cause within sixty (60) days of receiving such notice, for any one of the following reasons: (a) change in control of any Party or such Party.’s ultimate controlling person; however, a change in the name of a Party will not constitute a change in control ,- (b) a material change in, or other material revision to the Contracts or the prospectuses of Fund that describe the Portfolios, which material change or revision is not acceptable to any of the other Parties; or (c) No termination any action taken by federal or expiration state regulatory authorities of competent jurisdiction which, in the reasonable judgment of any of the Parties, either (i) materially and adversely alters the terms, advantages and/or benefits of the Contracts to current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement shall affect Agreement. 8.11 Notwithstanding the ongoing obligations termination of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationAgreement, and Issuer each Party shall pay or shall cause continue for so long as any Contracts remain outstanding to be paid perform such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or its duties hereunder as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any are necessary to ensure the continued tax deferred status thereof and all references to NCPS from any Offering Document, cease use the payment of NCPS intellectual property and no longer refer to NCPS in connection with the offeringbenefits thereunder.

Term and Termination. This Agreement will begin as of its stated Effective Date and will continue for a five (a5) The year period unless otherwise terminated under this Section 5. Each Work Order shall be effective as of, and remain in effect for the term specified in, each specific Work Order; provided, however, that if any Work Order does not specify an effective date or term, the effective date shall be the date that such Work Order is signed and dated by Sponsor and the term of such Work Order shall be the same as this Agreement. This Agreement or any Work Order may be terminated for any reason by any party upon ninety (90) days prior written notice to the other party. In addition, this Agreement commences as of may be terminated by either party immediately if the Effective Date andother party becomes insolvent, unless terminated earlier pursuant to any of this Agreement’s express provisionsis dissolved or liquidated, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an makes a general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, files or has filed against it (and does not obtain a dismissal within ninety (90) days) a petition of bankruptcy, or has a receiver appointed for it or a substantial part of its assets. If a court order or Applicable Law or Applicable Regulation, including any applicable rules and regulations of the Securities and Exchange Commission, requires the termination of this Agreement or adversely impacts the continuation of the Study or the Study itself, then this Agreement may be terminated by either party immediately upon delivery of notice to the other party. Further, this Agreement or any class thereofrelevant Work Order may be terminated immediately by written notice from Sponsor, in the following circumstances: (1) The FDA withdraws authorization and approval to conduct a Study; or (2) Sponsor reasonably determines that for purposes of effecting medical, clinical or patient safety reasons, a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basisStudy should terminate immediately. Any Party In addition, either party may terminate this Agreement or any Task Order for material breach upon thirty (30) days’ written notice specifying the nature of the breach, if such breach has not been substantially cured within the thirty (30) day period. Termination of a Work Order shall not affect any other Work Order; each Work Order shall continue in full force and effect until its expiration date or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration completion of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS Services, unless specifically earlier terminated in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had of this Agreement remained in effect until expiration or the terms of that Work Order. Any termination of this Agreement will not affect the Term will become immediately due and payable upon terminationServices being performed under any particular Work Order, and Issuer Party the terms and conditions of this Agreement in its entirety shall pay remain incorporated by reference in that: Work Order except to the extent that the Work Order is also terminated in accordance with its terms or shall cause this Article 5. For any termination of this Agreement or any Work Order, both parties recognize that such an event will require discussion, cooperation and coordination between them to be paid such amountsensure patient safety, together compliance with all previously-accrued Applicable Laws and Applicable Regulations and continuity of treatment (if appropriate). To that end, upon any termination of this Agreement or any Work Order, CTI will cooperate with Sponsor to provide for an orderly cessation of CTI Services. Additionally, unless otherwise stipulated by Sponsor, CTI will perform such Services as are reasonably necessary for an orderly termination and shall transfer to Sponsor all Study data, reports, and all related Study documents prepared but not yet paid feessubmitted to Sponsor. Upon any termination of this Agreement or any Work Order, on receipt Sponsor shall promptly pay CTI for Services performed under this Agreement or such Work Order prior to the effective date of NCPS’s invoice therefor termination or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringprocess of an orderly termination; provided, however, that the total of such payments shall not exceed the total amount remaining under the Budget. Sponsor’s final payment to CTI will include reimbursement to CTI for all non-cancelable obligations and all pass-through expenses incurred prior to the effective date of termination or in connection with the process of an orderly termination. In the orderly cessation of activities, CTI will use its best efforts, consistent with good clinical practice, to minimize costs to be incurred by Sponsor for the Services.

Term and Termination. 10.1 This Agreement will operate for the Term. 10.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if: (a) The the other Party (Defaulting Party) breaches a material term of this Agreement commences as and that breach has not been remedied within 10 Business Days of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur Defaulting Party being notified of the final closing of breach by the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.Non-Defaulting Party; or (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief permitted under the Federal Bankruptcy Code with respect Corporations Act 2001 (Cth)) any step is taken to Issuer; an assignment for enter into any arrangement between the benefit of creditors; the convening by Issuer Defaulting Party of a meeting of and its creditors, any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the whole or any class thereofpart of the Defaulting Party’s assets or business, for purposes of effecting a moratorium upon or extension or composition of its debts; the Defaulting Party is bankrupt, or the failure of Issuer Defaulting Party generally is unable to pay its debts on a timely basis. Any Party may terminate as they fall due. 10.3 Upon expiry or termination of this Agreement Agreement: (a) we will immediately cease providing the Goods; (b) without limiting and subject to your Consumer Law Rights, any payments made by you to us for any other or no reason with 90 days’ prior written notice Goods already supplied are not refundable to each other Party.you; (c) No you are to pay for all Goods supplied prior to termination, including Goods which have been supplied and have not yet been invoiced to you, and all other amounts due and payable under this Agreement; (d) by us pursuant to clause 10.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); (e) we may retain your documents and information (including copies) to the extent required by Law or expiration pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 7; and (f) you agree to promptly return (where possible), or delete or destroy (where not possible to return), any documentation, information or material provided to you by us that is in your possession or control. 10.4 Termination of this Agreement shall will not affect any rights or liabilities that a Party has accrued under it. 10.5 This clause 10 will survive the ongoing obligations termination or expiry of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. 10.1 This Agreement will be in effect until all outstanding Order Forms have expired to been terminated in accordance with this Agreement. Each Order Form will be in effect for a period of one (a1) The term of this Agreement commences as of year from the Effective Date and(the “Initial Term”) and will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Subscription Term”). During the Subscription Term, at which time this Agreement shall Customer may purchase Subscriptions for additional Servers pursuant to an Order Form and such Subscriptions will be co-terminus with the then-current Subscription Term. Either party may elect not to renew an Order Form by providing the other party with no less sixty (60) days’ notice prior to the commencement of a Renewal Term. The expiration or termination of an Order Form or SOW will not terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS any other Order Form in effect. Either party may terminate this Agreement for cause immediately without notice to Issuer Party uponAgreement, Order Forms and SOWs with immediate effect: (a) fraudin the event that the other party breaches this Agreement and does not cure such breach within thirty (30) days following of written notice of such breach, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates in the event that may jeopardize NCPS’s current the other party ceases business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is becomes insolvent or bankrupt or the entry if a receiver, examiner, administrator or administrative receiver is appointed over any part of an order for relief that party’s business or if anything analogous occurs in relation to that party under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit laws of creditors; the convening by Issuer Party of a meeting of its creditorsanother jurisdiction, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings in relation to such party. 10.2 Sections 2 and 5-9, 10.2, 10.3, and 11 will survive the expiration or termination of this Agreement. 10.3 During the Subscription Term and for one (1) year following termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party (but no more than once in a calendar year), Company and its auditors may inspect Customer’s records relating to make payments to NCPS in accordance with the terms hereunder its reproduction and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration use of the Term Software, Support and Subscription for the purposes of verifying Customer’s compliance with this Agreement. Customer will become immediately due cooperate fully with Company and payable upon terminationits auditors in conducting audits and provide reasonable assistance. If an underpayment is discovered, Customer will promptly pay such amount and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt Customer will reimburse Company for the cost of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringaudit.

Term and Termination. (a) The This Agreement shall have a term of three (3) years beginning on the date set forth in the preamble and continuing thereafter on a year to year basis unless with each party giving written notice at least 90 days prior to the end of the current term of its written notice unless earlier terminated in accordance with this Section 5 or any of the other provision of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Fundsaddressing termination. (b) Notwithstanding, NCPS may Option Care shall have the power to terminate this Agreement for cause immediately without notice to Issuer Party upon: as follows: (ai) fraud, malfeasance If Manager breaches or willful misconduct by Issuer Party or any defaults in the performance of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if term, condition or undertaking set forth herein and fails to cure such breach is not cured or default within 10 thirty (30) days of its receipt of written notice thereof from Option Care describing in detail the occurrence and nature of the breach or default, or fails to submit a plan reasonably acceptable to Option Care for curing the breach or default within such thirty (30) day period and to thereafter diligently cure the breach or default pursuant to the extent it can plan if the breach or default cannot reasonably be cured)cured within the thirty (30) day period; provided, includinghowever, but not limited to, that any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter such plan must provide for cure of the Federal Bankruptcy Act, breach within a sixty (60) day period from the Federal Bankruptcy Code, or date of the breach; and further provided that for any other breach involving violation by Manager of any federal or state law relating law, regulation or rule, the cure period shall be limited to insolvencyten (10) days; (ii) Immediately upon written notice if Manager becomes insolvent, has a petition in bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code filed with respect to Issuer; it which is not dismissed or discharged within thirty (30) days or makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting ; (iii) Immediately upon written notice if Manager or any of its creditorsemployees is barred or suspended from participation in the Medicare or Medicaid Programs; and (iv) Immediately upon written notice in the event of the actual revocation, termination or suspension of any class thereofcertification (including Medicare and Medicaid), for purposes license or permit of effecting a moratorium upon any Option Care Providers or extension Option Care Providers' business required by federal or composition state law which shall or may materially and adversely affect any of the Program's business, if such revocation, termination or suspension was due wholly or in part to the negligence or misconduct of Manager in the performance of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate duties under this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyAgreement. (c) No Manager shall have the power to terminate this Agreement as follows: (i) If Option Care or a Provider breaches or defaults in the performance of any material term, condition or undertaking set forth herein and fails to cure such breach or default within thirty (30) days of its receipt of written notice from Manager describing in detail the occurrence and nature of the breach or default, or fails to submit a plan for curing the breach or default within such thirty (30) days period and to thereafter diligently cure the breach or default pursuant to the plan if the breach or default cannot reasonably be cured within the thirty (30) day period; provided, however, that any such plan must provide for cure of the breach within a sixty (60) day period from the date of the breach; and further provided for any breach or default involving the payment of money or the actual violation by Option Care or a Provider of any federal or state law, regulation or rule, the cure period shall be limited to ten (10) days; (ii) Immediately upon written notice if Option Care or a Provider has a petition in bankruptcy filed with respect to it which is not dismissed or discharged within thirty (30) days or makes an assignment for the benefit of creditors; (iii) Immediately upon written notice in the event of the actual revocation, termination or expiration suspension of any certification (including Medicare and Medicaid certification), license or permit of Option Care Providers required by federal or state law which shall or may materially and adversely affect any of the Program's business; and (d) If this Agreement is terminated prior to its expiration date, Manager shall affect be paid any bonus due hereunder pro-rated to such termination date. If this Agreement is terminated by Option Care without cause, then Manager shall be paid for the ongoing obligations remainder of Issuer Party to make payments to NCPS the initial 3 year term in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAgreement.

Term and Termination. (a) The This License Agreement is for a set term of 18 months from the effective date set forth below. At the end of such term, Licensee shall have the option to renew this License Agreement commences as for successive 18-month periods (“Renewal Period”) by sending notice to the Licensor of such election at least ten (10) days prior to the end of the Effective Date and, unless terminated earlier pursuant initial term or any renewal term. For a Renewal Period to be made effective the Licensee must receive written acknowledgement of the Licensor’s acceptance of the renewal option. The amounts due to either Party under any renewal of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this License Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to be those amounts reflected in Exhibit “A” under “Renewal Amounts.” Notwithstanding this Agreement or the Escrow Funds. (b) Notwithstandingautomatic renewal clause, NCPS either Party may terminate this Agreement for cause immediately without notice to Issuer Party upon: as follows: (a) fraudA non-breaching Party, malfeasance at their sole and exclusive election, may terminate this License Agreement, or willful misconduct suspend performance of its obligations hereunder, upon written notice, if the other Party shall be subject to one or more of the following events; the filing by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer a Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any an involuntary petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Actin bankruptcy, the Federal Bankruptcy Codeentry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, trustee in bankruptcy or liquidator for a Party in any other federal or state law relating to insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt similar proceedings, or the entry winding up or liquidation of an its affairs, and the continuance of any such petition, decree or order undismissed or unstayed and in effect for relief under a period of sixty (60) consecutive days; or the Federal Bankruptcy Code with respect consent by a Party to Issuer; the appointment of a conservator, receiver, trustee in bankruptcy or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or similar proceedings of or relating to a Party, or relating to substantially all of its property, or if a Party shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any application insolvency, reorganization or bankruptcy statute, make an assignment for the benefit of creditors; the convening by Issuer Party of a meeting its creditors or voluntarily suspend payment of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Partyobligations. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

Term and Termination. (a) The original term of this Agreement commences as shall commence on the earlier of (i) the date the Order Form or applicable Attachment is executed by OTC Markets Group, or (ii) the date the Information is first provided to Distributor, (the “Effective Date andDate”), and shall continue unless this Agreement is otherwise terminated. This Agreement may be terminated earlier pursuant at any time by at least thirty (30) days’ prior written notice by a party hereto given to any the other. Notwithstanding the foregoing, this Agreement may be terminated by: either party, following breach of this Agreement’s express provisions, will continue in effect until upon not less than fifteen (15) days’ prior written notice to the first to occur breaching party, unless, if the breach is capable of being cured, the final closing of breach is cured within the Offering and/or the disbursement of all amounts notice period; OTC Markets Group, immediately, in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates event that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when dueDistributor becomes insolvent; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; Distributor makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of or Distributor does not pay its creditors, debts as they become due or any class thereof, for purposes of effecting a moratorium upon or extension or composition of admits its debts; or the failure of Issuer Party generally inability to pay its debts on when due; or Distributor files or has filed against it any petition under any provision of the Bankruptcy Code or the bankruptcy code of any foreign jurisdiction, or an application for a timely basis. Any Party may terminate receiver, trustee, or custodian is made by anyone or Distributor becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; OTC Markets Group, immediately, in the event that (a) Distributor is not permitted or not able to receive, or OTC Markets Group is prevented from disseminating, the Information, or any part thereof; (b) any representation, warranty or certification made by Distributor in this Agreement for or in any other document furnished by Distributor is, as of the time made or no reason with 90 days’ prior written notice to each other Party. furnished, false or misleading; (c) No Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, that is material to OTC Markets Group for regulatory, commercial or other reasons, made by Distributor in connection herewith, after OTC Markets Group has notified Distributor that such proposed action would constitute a default hereunder; (d) OTC Markets Group terminates for cause Distributor’s receipt of any other service or product provided by or on behalf of OTC Markets Group; or (e) OTC Markets Group, in its sole and absolute discretion, determines that (1) Distributor has failed to comply with this Agreement and (2) any delay in termination will or is likely to have an adverse impact on the operation or performance of OTC Markets Group’s System or Information or is likely to cause disproportionate harm to OTC Markets Group’s interests; or OTC Markets Group, upon not less than fifteen (15) days prior written notice, in the event that any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor becomes untrue or inaccurate and is not made true or accurate within the notice period. Without limiting this Section 6, in the event that Distributor fails, for a period of at least sixty (60) days, to pay to OTC Markets Group any amount payable hereunder, OTC Markets Group may, in its sole discretion, terminate or suspend indefinitely Distributor’s access to any or all of the Information. Upon termination of this Agreement, or termination or expiration suspension of Distributor’s access to Information, Distributor shall cease any and all use of the Information. The rights of termination and suspension set forth herein are in addition to any other remedy at law or in equity, consistent with this Agreement, that is available to one party with respect to a breach by the other and is in addition to anything otherwise set forth herein. OTC Markets Group acknowledges that it may obtain Distributor’s Confidential Information, and Distributor acknowledges that it may obtain OTC Markets Group’s Confidential Information. Each of OTC Markets Group and Distributor hereby agree that all such Confidential Information, and any related confidential oral information, shall be deemed confidential upon disclosure to the recipient. The recipient shall (i) use such Confidential Information solely for use consistent with the purposes of this Agreement shall affect Agreement, (ii) hold such Confidential Information in confidence, and (iii) not use, disclose, copy, or publish any such Confidential Information without the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration prior written approval of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or other party except as otherwise set forth in Exhibit Bherein. OTC Markets Group or Distributor each may disclose Confidential Information to each of their respective employees, Section 9 directors, and other agents solely for use consistent with the purposes of this Agreement, provided that any such officer, employee or Section 10adviser shall be advised of the terms and provisions of this Agreement and shall be bound to keep such information confidential at the time any of them receive such Confidential Information. In additionthe event that either party is required by legal, Issuer Party administrative or judicial process by an entity having jurisdiction over either of them to disclose any of their respective Confidential Information, the party from whom disclosure is sought shall remove any provide the party seeking confidential treatment with prompt prior written notice of such requirement, unless prohibited by law, and shall cooperate with the party seeking confidential treatment, at such party's expense, so that such party may seek a protective order or other appropriate remedy to avoid disclosure and, if requested by such party, shall cooperate in lawfully resisting such disclosure. In the event that such protective order or other remedy is not obtained, or the party seeking confidential treatment informs the party from whom disclosure is sought that it will not seek such a protective order or other remedy, the party from whom disclosure is sought may disclose only that portion of the Confidential Information that it determines, based on the advice of counsel, is legally required to be disclosed, and shall make all references reasonable best efforts to NCPS obtain assurances that confidential treatment will be accorded such Confidential Information. Nothing contained in this Agreement shall prevent OTC Markets Group from any Offering Documentusing findings from audits conducted by its personnel or its agents to the extent such findings are used in the aggregate with other information and such aggregation does not specifically identify Distributor. The parties acknowledge that Data Protection Laws may apply to OTC Markets Group’s collection, cease storage, processing or use of NCPS intellectual property Personal Data. OTC Markets Group may process Personal Data of Recipients and no longer other end-users of the Information for the limited purpose of performing its obligations and exercising its rights under this Agreement (including, but not limited to, reporting and auditing under Sections 4 and 5 herein). Distributor agrees to provide OTC Markets Group with such Personal Data, as reasonably requested by OTC Markets Group for these limited purposes. OTC Markets Group’s current publicly-posted Privacy Statement (available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) (the “Privacy Policy”) shall apply to individuals whose Personal Data is collected, stored, processed, disclosed or used by OTC Markets Group. Distributor agrees to refer any individual whose Personal Data may be processed by OTC Markets Group to NCPS the Privacy Policy with respect to the individual’s rights under applicable Data Protection Laws. Where Distributor is incorporated or organized in connection with any member state of the offeringEuropean Economic Area, the parties acknowledge that certain additional Data Protection Laws may apply to the transfer of Personal Data from Distributor to OTC Markets Group and the parties may be required to enter into the Data Processing Addendum to this Distribution Agreement.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor is, as of the time made or furnished, materially false or misleading; Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, which is material to the Nasdaq Markets for regulatory, commercial or other reasons, made by Distributor in connection herewith, after Nasdaq has notified Distributor that such proposed action would constitute a default hereunder Distributor; Nasdaq may terminate for cause Distributor’s receipt of any other service or product provided by or on behalf of Nasdaq; or Nasdaq, in its sole reasonable discretion, determines that any failure on the part of the Distributor to comply with this Agreement for has or is likely to have a materially adverse impact on the operation or performance of the System, Information or a Nasdaq Market or likely to cause disproportionate harm to Nasdaq’s interests should termination be delayed; (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or no reason with 90 days’ inaccurate and is not made true or accurate within the notice period. (v) Nasdaq, upon not less than ninety (90) days prior written notice notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (vi) Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that it cannot implement additional security requirements requested by Nasdaq under Section 4(h). (b) Distributor acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Distributor to pay all charges, taxes, or assessments related to its receipt of the Information shall not be deemed or considered to be, and, to the extent permitted by applicable law, Distributor waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any Information or facility operated by Nasdaq as contemplated in: (i) Section 11A of the Act; (ii) any other provision of the Act; (iii) any rule or regulation adopted pursuant to the Act; (iv) any FSA regulation; or (v) any other applicable statutory obligation. (c) No The right of termination set forth herein is in addition to any other remedy at law or expiration of in equity, consistent with this Agreement shall affect Agreement, that is available to one party (including any individual Nasdaq Market) with respect to a breach by the ongoing obligations of Issuer Party other and is in addition to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as anything otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringherein.

Term and Termination. (a) 8.1 The term of this Agreement commences as of (the "TERM") shall be from the Effective Date anduntil the date which is the two (2) year anniversary thereof, unless terminated earlier pursuant to any the provisions of this Agreement or except as expressly otherwise provided in this Agreement’s express provisions, will continue . 8.2 Should there be a default in effect until the first to occur performance of any material obligation of the final closing other Party under this Agreement (or under the Local Separation Agreement) and such default is not cured within thirty (30) days following written notification of such default from the Offering and/or aggrieved Party, the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time aggrieved Party's obligations and this Agreement shall terminate and NCPS on the date specified on such notice which shall have no further obligation not be less than thirty (30) days following the date of such notice unless the default is cured before such specified termination date. Early termination shall not prejudice either Party's right to recover any amounts due at the time of such termination nor shall it prejudice any other remedy or liability whatsoever cause of action or claim accrued or to accrue jointly or severally on account of any such default. 8.3 This Agreement may be terminated with respect immediate effect by either Party by giving written notice to this Agreement the other Party should any of the following events of default occur: (a) the other Party or the Escrow Funds.any of its Affiliates declares bankruptcy or insolvency or is declared bankrupt or insolvent;; (b) Notwithstanding, NCPS may terminate this Agreement the other Party becomes subject to receivership or comes under the control of a receiver for cause immediately without notice to Issuer Party upon: the assets or any other official appointed by a Governmental Authority; (ac) fraud, malfeasance or willful misconduct by Issuer the other Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an its Affiliates makes a general assignment for the benefit of creditors; ,; (d) the convening institution by Issuer the other Party of proceedings for a meeting moratorium or a composition agreement under the Swiss Federal Act on Debt Enforcement and Bankruptcy for the relief of its creditorsdebtors. 8.4 In addition, this Agreement shall terminate (1) upon the occurrence of a Non Compete Breach (as defined in the Master Separation Agreement) and the giving of notice of such termination by Alcan Inc. to Novelis Inc. pursuant to Section 14.03(b) of the Master Separation Agreement, or any class thereof(2) upon the occurrence of a Change of Control Non Compete Breach (as defined in the Master Separation Agreement) and the giving of notice of such termination by Alcan Inc. to Novelis Inc. pursuant to Section 14.04(e) of the Master Separation Agreement, for purposes of effecting a moratorium upon or extension or composition of its debts; or and the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect be effective immediately upon Alcan Inc. providing Novelis Inc. notice pursuant to Section 14.03 or Section 14.04 of the ongoing obligations Separation Agreement. Technical Services Agreement between NOVELIS Technology AG and Alcan Technology & Management AG 8.5 Subject to the provisions of Issuer Sections 8.3 and 8.4, termination will take effect thirty (30) days after receipt of the notice without any further notice being given, unless the event of default is rectified or diligent efforts to rectify the event of default commence within the 30-day period. 8.6 Such right of termination shall not be exclusive of any other remedies or means of redress to which a Party may be entitled under Applicable Law. 8.7 This Agreement may be terminated at the option of either Party on or after the first (1st) anniversary of the Effective Date, by providing notice to the other Party at least six (6) months before the termination is to become effective, provided all payments owed under Article 6 have been remitted by the terminating Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall surviveother Party. Amounts that would have For clarity, the earliest date on which early termination by Novelis Technology or by ATM can become payable had effective under this Agreement remained in effect until expiration of the Term will become immediately due and payable upon terminationSection 8.7 is July 1, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 102006. In addition, Issuer each Party shall remove any and all references will endeavour, to NCPS from any Offering Documentthe extent possible, cease use to keep the other Party informed on a heads up basis of NCPS intellectual property and no longer refer events that could lead to NCPS in connection with the offeringpossible early termination of this Agreement.

Term and Termination. 11.1 This agreement shall commence on the Effective Date and shall (subject to earlier termination under this clause 11) terminate automatically on Acceptance of the Deliverable and payment of all outstanding sums. 11.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) The term of the other party fails to pay any amount due under this Agreement commences as of agreement on the Effective Date and, unless terminated earlier pursuant due date for payment and remains in default not less than 7 days after being notified in writing to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.make such payment; (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any the other party commits a material breach by Issuer Party of any term of this Agreement agreement which breach is irremediable or (if such breach is not cured remediable) fails to remedy that breach within 10 a period of 14 days of receipt of written notice thereof after being notified in writing to do so; (to c) the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Codeother party suspends, or any other federal or state law relating threatens to insolvencysuspend, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting payment of its creditors, debts or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally is unable to pay its debts on a timely basis. Any Party may terminate this Agreement for any other as they fall due or no reason with 90 days’ prior written notice admits inability to each other Party.pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; (cd) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together other party commences negotiations with all previously-accrued but not yet paid feesor any class of any of its creditors with a view to rescheduling any of its debts, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit Bmakes a proposal for or enters into any compromise or arrangement with its creditors; (e) a petition is filed, Section 9 a notice is given, a resolution is passed, or Section 10. In additionan order is made, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS for or in connection with the offeringwinding up of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(c) to clause 11.2(h) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (l) any warranty given by the other party in clause 6.3 of this agreement is found to be untrue or misleading. 11.3 On termination of this agreement by Pixel Pudding under clause 11.2, all licences granted by Pixel Pudding under this agreement shall terminate immediately. 11.4 On expiry or termination of this agreement otherwise than on termination by Pixel Pudding under clause 11.2, Pixel Pudding shall promptly return all Materials to the Client, and shall provide to the Client an electronic copy of the Deliverable (including all content on the Deliverable). Pixel Pudding shall provide such assistance as is reasonably requested by the Client in transferring the hosting of the Deliverable to the Client or another service provider, subject to the payment of Pixel Pudding's expenses reasonably incurred. 11.5 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

Term and Termination. (a) 10.01 The term of this Agreement commences as AMENDED LICENSE AGREEMENT shall commence on the EFFECTIVE DATE and continue thereafter unless sooner terminated in accordance with this Article. 10.02 This AMENDED LICENSE AGREEMENT may be terminated by the non-defaulting party only upon the other party's default and by sending a Notice of Termination in accordance with Article 13. Any of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts following constitutes a default: 10.02.01 A party defaults in the Escrow Funds performance or deposit observation of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement provision or material condition on its part to be performed or observed, including a failure to make any payment due hereunder, and if such breach is not cured defaulting party fails to cure the default within 10 thirty (30) days of after receipt of written notice thereof (to of the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; default from the other party; 10.02.02 A party files a voluntary petition in bankruptcy or (d) if Issuer Party ceases regular operations is adjudicated a bankrupt or insolvent or files any petition or commences answer seeking any case arrangement, composition, liquidation, or proceeding dissolution under any provision present or chapter of the Federal Bankruptcy Actfuture federal, the Federal Bankruptcy Codestate, or any other federal statute, law or state law regulation relating to insolvencybankruptcy, bankruptcy insolvency or reorganization; other relief for debtors, or seeks or consents or acquiesces in the adjudication that Issuer Party is insolvent appointment of any trustee, receiver, or bankrupt liquidator of all or the entry any substantial part of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an its properties, or makes any general assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of admits in writing its debts; or the failure of Issuer Party generally inability to pay its debts on generally as they become due; 10.02.03 A court enters an order, judgment, or decree approving a timely basis. Any Party petition filed against either party seeking any arrangement, composition, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law, or regulation relating to bankruptcy, insolvency, or other relief for debtors, and such order, judgment or decree remains unvacated or unstayed for an aggregate of thirty (30) days. 10.03 The termination rights provided herein shall be in addition to and not in substitution for any right to damages or injunctive relief that may be available to or exercisable by the party terminating or having the right to terminate this Agreement AMENDED LICENSE AGREEMENT, nor shall such termination rights relieve either party from liability or damage to the other party for any other or no reason with 90 days’ prior written notice to each other Partybreach of this AMENDED LICENSE AGREEMENT. 10.04 Upon termination of this AMENDED LICENSE AGREEMENT by DIGITAL, IVC shall immediately cease to use LICENSED TECHNOLOGY, HARDWARE, and SOFTWARE and shall at DIGITAL's option, either (ca) No return to DIGITAL within sixty (60) days of termination all drawings, specifications, other documents, software, updates and improvements provided 10.05 Upon termination of this AMENDED LICENSE AGREEMENT, IVC may retain the documents and software required by IVC to maintain and repair the IVC LICENSED PRODUCT(S) that have been marketed to third parties, but only for this purpose. IVC shall, at DIGITAL's option, either (a) return to DIGITAL all other documents and software not required for maintenance and repair within sixty (60) days after such expiration or termination or (b) destroy and certify the destruction of such material. 10.06 Termination or expiration of this Agreement AMENDED LICENSE AGREEMENT shall not affect licenses to use IVC LICENSED PRODUCT(S) granted by IVC under this AMENDED LICENSE AGREEMENT in good faith and for consideration prior to receiving or giving Notice of Termination. 10.07 Upon expiration or termination of this AMENDED LICENSE AGREEMENT, DIGITAL may request and IVC shall promptly provide a certificate in writing that it has not provided the ongoing obligations of Issuer Party IVC LICENSED PRODUCT(S) to make payments to NCPS any third party except in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringAMENDED LICENSE AGREEMENT.

Term and Termination. (a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (ai) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (bii) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (ciii) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (div) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party. (c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, fees on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringOffering.

Term and Termination. (a) The term Notwithstanding the foregoing, this Agreement may be terminated by: (i) either party following material breach of this Agreement commences as by the other, upon not less than thirty (30) days prior written notice to the breaching party, unless, if the breach is capable of being cured, the Effective Date andbreach is cured within the notice period; (ii) either party, unless terminated earlier pursuant to any of this Agreement’s express provisionsimmediately, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in event that the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement other party becomes insolvent; or the Escrow Funds. (b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; party makes an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally other party does not pay its debts as they become due or admits its inability to pay its debts on when due; or the other party files or has filed against it any petition under any provision of the Bankruptcy Act or an application for a timely basis. Any Party receiver, trustee, or custodian is made by anyone or other party becomes the subject of any proceedings of bankruptcy, insolvency, reorganization, dissolution, receivership, liquidation or arrangement, adjustment, or composition with creditors; (iii) Nasdaq, immediately, in the event that the Distributor is not permitted or not able to receive or Nasdaq is prevented from disseminating the Information, or any part thereof; or any representation, warranty or certification made by Distributor in this Agreement or in any other document furnished by Distributor is, as of the time made or furnished, materially false or misleading; Distributor proceeds with a proposed action which would result in a default of its obligations or covenants under this Agreement or in a breach of any representation, warranty or certification, which is material to the Nasdaq Markets for regulatory, commercial or other reasons, made by Distributor in connection herewith, after Nasdaq has notified Distributor that such proposed action would constitute a default hereunder Distributor; Nasdaq may terminate for cause Distributor’s receipt of any other service or product provided by or on behalf of Nasdaq; or Nasdaq, in its sole reasonable discretion, determines that any failure on the part of the Distributor to comply with this Agreement for has or is likely to have a materially adverse impact on the operation or performance of the System, Information or a Nasdaq Market or likely to cause disproportionate harm to Nasdaq’s interests should termination be delayed; (iv) Nasdaq, upon not less than thirty (30) days prior written notice, in the event that any representation, warranty or certification made by Distributor in the Agreement or in any other document furnished by Distributor becomes untrue or no reason with 90 days’ inaccurate and is not made true or accurate within the notice period. (v) Nasdaq, upon not less than ninety (90) days prior written notice notice, should it determine that it will cease providing the same type of Information to each all other Partyeligible individuals or entities that were receiving the same type of Information as Distributor. (vi) Distributor, upon not less than thirty (30) days prior written notice, should Distributor determine that it cannot implement additional security requirements requested by Nasdaq under Section 4(h). (b) Distributor acknowledges and agrees that the exercise by Nasdaq of the remedies set forth herein for failure of Distributor to pay all charges, taxes, or assessments related to its receipt of the Information shall not be deemed or considered to be, and, to the extent permitted by applicable law, Distributor waives any right to represent or assert that any such exercise constitutes, an act or omission or any improper denial or limitation of access to any Information or facility operated by Nasdaq as contemplated in: (i) Section 11A of the Act; (ii) any other provision of the Act; (iii) any rule or regulation adopted pursuant to the Act; (iv) any FSA regulation; or (v) any other applicable statutory obligation. 阿里云计算有限公司 (c) No The right of termination set forth herein is in addition to any other remedy at law or expiration of in equity, consistent with this Agreement shall affect Agreement, that is available to one party (including any individual Nasdaq Market) with respect to a breach by the ongoing obligations of Issuer Party other and is in addition to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as anything otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringherein.

Term and Termination. (a) The term of this Agreement commences as of Chairman's employment hereunder shall commence on the Effective Date and, unless sooner terminated earlier pursuant to any of this Agreement’s express provisionsSection 4, will continue in effect until the first to occur terminate as of the final closing close of business on date of the Offering and/or Company's 2011 annual meeting of stockholders (the disbursement "Term"); provided, that Chairman shall serve only as an employee of all amounts the Company, and not as Chairman of the Board, during any period included in the Escrow Funds or deposit Term in which the Chairman has not been elected by the Company's stockholders as a director of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow FundsCompany. (b) NotwithstandingThe Employment Period, NCPS may and Chairman's employment hereunder as Chairman and an employee of the Company, and any and all rights of Chairman under this Agreement, shall terminate (except as otherwise provided in this Agreement for cause Section 4): (i) upon the death of Chairman; (ii) upon disability of Chairman (as defined in Section 7(f) hereof) immediately without upon notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (from either party to the extent it can be cured)other; (iii) upon the Chairman's resignation or removal from the Board; (iv) upon notice from the Company to Chairman, including, but not limited to, any failure with or without Cause; and (v) upon notice from Chairman to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other PartyCompany. (c) No Upon termination or expiration of this Agreement shall affect Chairman's employment hereunder as Chairman and an employee by the ongoing obligations of Issuer Party Company without Cause during the Term, Chairman will continue to make payments receive an amount equal to NCPS the Base Salary and the other amounts payable pursuant to Section 3 hereof, less applicable deductions payable in accordance with the terms hereunder and such obligations shall survive. Amounts standard payroll procedures, that Chairman otherwise would have become payable had this Agreement remained in effect until expiration received during the balance of such Term, and Chairman shall not be entitled to any further compensation, payments or benefits hereunder. (d) Upon termination of Chairman's employment hereunder as Chairman and an employee (i) by the Company with Cause or as a result of Chairman's disability during the Term, (ii) by Chairman during the Term for any reason, including disability, or (iii) upon the death of the Chairman during the Term, or upon the Chairman's resignation from the Board during the Term will become immediately due and payable upon or removal from the Board with Cause during the Term, in each case, the Company shall pay Chairman, within two weeks of such termination, amounts payable pursuant to Section 3 hereof earned through the termination date, and Issuer Party Chairman shall pay not be entitled to any further compensation, payments or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offeringbenefits hereunder.