Common use of Term and Termination Clause in Contracts

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 9.4 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 9.5 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 9.6 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 9.7 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 9.8 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order 10.1 This Agreement shall continue for Services shall take effect on the Order date and remain in effect until any agreed end date specified Term as set out in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsand any subsequent renewal term. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 10.2 Either party may by notice in writing terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if if: 10.2.1 the other party: a. is in material party commits a breach of any of its obligations under the Agreement or an Order provisions of this Agreement, and, in : (a) the case of a breach which is capable of remedy, remedy and the other party fails to remedy such the breach within thirty (30) 30 days of notice receipt of a written notice; (b) the breachbreach is not capable of remedy; or b. voluntarily files (c) the breach is a petition under bankruptcy material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or insolvency law; has when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a receiver resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver appointed receiver, administrator or similar officer over it the whole or part of any of its assets; passes or 10.2.3 the continued performance thereof is prevented by reason of a resolution for windingForce Majeure Event as defined (and in accordance with sub-upclause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 the Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the Client commits a court breach of competent jurisdiction makes an order to that effectthis Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or or 10.3.3 The Client is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form a Change of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationControl Event; and (iii) neither party shall have any further right or obligation with respect to the other except as / or 10.3.4 Specific provisions set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement relevant Service Specifications apply.

Term and Termination. 9.1 Each Order for Services shall take effect on 13.1 In relation to the Order date and remain in effect until any agreed end date provision of Products, unless otherwise specified in writing, this Agreement shall come into effect upon the Order or Commencement Date, and, subject to other terms of this Agreement, shall continue in force until Activ cease providing the Products and all Services under such Order outstanding Charges owing to Activ by the Customer have been provided, unless terminated sooner paid in full or the termination of this Agreement in accordance with these Termsits provisions, whichever is sooner. 9.2 Unless 13.2 In relation to the provision of Services, unless otherwise stated specified in writing, this Agreement shall come into effect upon the Commencement Date, and, continue for an Order, each Order initial period of 12 calendar months and thereafter automatically renew for Services may be successive 12 calendar month periods unless and until terminated for convenience by in accordance with the terms and conditions of this Agreement or either Party by providing thirty (30) days’ prior party provides not less than 3 calendar months written notice to the other Partyparty such notice to expire no earlier than the next anniversary of the Commencement Date. 9.3 13.3 Without prejudice to any limiting its other rights or remedies to which We or You may be entitledremedies, either each party may terminate an Order or this Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if party if: 13.3.1 the other party: a. is in party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so; 13.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the breach; orInsolvency ▇▇▇ ▇▇▇▇ or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇ or (being a partnership) has any partner to whom any of the foregoing apply; b. voluntarily files 13.3.3 the other party commences negotiations with all or any class of its creditors with a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or view to rescheduling any of its assets; passes debts, or makes a resolution proposal for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary compromise or arrangement with its creditors; ceases creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or threaten to cease to carry on business; more other companies or the solvent reconstruction of that other party; 13.3.4 a petition is subject to any analogous event filed, a notice is given, a resolution is passed, or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 order is made, for or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance winding up of the Services; other party (iibeing a company) You shall promptly pay Us other than for all Services provided the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; 13.3.5 the other party (being an individual) is the subject of a bankruptcy petition or order; 13.3.6 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 its assets and Fees and expenses due up such attachment or process is not discharged within 14 days; 13.3.7 an application is made to courts, or an order is made, for the date appointment of termination; and an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (iiibeing a company); 13.3.8 the holder of a qualifying charge over the assets of the other party (being a company) neither has become entitled to appoint or has appointed an administrative receiver; 13.3.9 a person becomes entitled to appoint a receiver over the assets of the other party shall have or a receiver is appointed over the assets of the other party; 13.3.10 any further right event occurs, or obligation proceeding is taken, with respect to the other except as set out party in this Section and in such Sections any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.3.1 to Clause 13.3.8 (inclusive); 13.3.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; 13.3.12 the other party's financial position deteriorates to such an extent that in Activ's opinion the Customer's capability to adequately fulfil its obligations under this Agreement which has been placed in jeopardy; or 13.3.13 the other party (being an individual) dies or, by their nature would continue beyond reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 13.4 Without limiting its other rights or remedies, Activ may: 13.4.1 terminate this Agreement with immediate effect by giving written notice to the terminationCustomer if the Customer fails to pay any amount due under this Agreement on the due date for payment; or 13.4.2 suspend the supply of Services or all further deliveries of Products under this Agreement or any other Agreement between the Customer and Activ if the Customer fails to pay any amount due under this Agreement on the due date for payment, cancellation or expiration the Customer becomes subject to any of the Agreement events listed in Clause 13.3.1 to Clause 13.3.12, or Activ reasonably believes that the Customer is about to become subject to any of them.

Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain in effect until any agreed end effective date specified in the Order or until all Services under such Order have been providedOrder, unless terminated sooner but in no event later than the Delivery Date of the Celonis Software (in accordance with these Terms. 9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section 6.1 and Section 6.2 below. 9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-winding- up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 6.3 On termination of an Order or this Agreement Your Subscription for any reason: : 6.3.1 Your right of use granted under the Agreement shall immediately terminate; and 6.3.2 You shall make no further use of any Celonis Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.

Term and Termination. 9.1 Each Order for 12.1 This Master Services Agreement shall take effect commence on the Effective Date and shall continue until the expiration of the Subscription Term of all Subscriptions (or until all Services have been provided, if later) unless otherwise terminated as provided in this section 12. 12.2 Each Subscription purchased under an Order date and remain in effect until any agreed end date Form shall commence on the Date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in accordance with these Terms.the applicable Order Form, the Subscription shall 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 12.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate this Master Services Agreement or an Order or this Agreement Form without liability to the other at any time with immediate effect upon written notice if the other partyParty: a. 12.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. voluntarily files 12.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 12.4 On termination or expiration of this Master Services Agreement or an applicable Order Form for any reason: 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an individual Order or this Agreement for any reason: Form only) shall (i) each party immediately terminate and Client shall immediately return to cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; ; 12.4.2 Client shall (iii) You shall in the case of termination of this Master Services Agreement, promptly pay Us for all Services provided and Fees and expenses due up or to become due through the effective date of termination; and (iiiii) neither party in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and 12.4.3 the Parties shall have any further right or obligation comply with respect to the other except as obligations set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement section 13.4.

Term and Termination. 9.1 Each 11.1 Unless otherwise agreed in a Sales Order for Services Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall continue for the Order or until all Services under such Order have been providedInitial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods of 12 months (each a “Renewal Period”) unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior party gives written notice to the other Partyto terminate the Agreement not less than 60 days before the end of the Initial Subscription Term or any Renewal Period (as the case may be), in which case the Agreement shall terminate at the end of the Initial Subscription Term or Renewal Period (as applicable). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 9.3 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. 11.3 Without prejudice to any other rights or remedies which We or You the parties may be entitledhave, either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon immediately on giving written notice if to the other partyif: a. (a) (i) the other party is in material breach of any of its obligations under the Agreement where the breach is incapable of remedy; or an Order and, (ii) the other party is in material breach of the case of a Agreement where the breach which is capable of remedy, remedy and fails to remedy such that breach within thirty fourteen (3014) days of after receiving written notice of the such breach; or b. voluntarily files a petition under bankruptcy (b) the other party enters into an arrangement or insolvency law; has a receiver composition with or for the benefit of its creditors, goes into administration, receivership or administrative receiver appointed over it receivership, is declared bankrupt or any of its assets; passes a resolution for winding-up) insolvent or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; is dissolved or otherwise ceases or threaten to cease to carry on business; or is subject to or (c) any analogous event or proceeding happens to the other party in any applicable jurisdictionjurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 11.4 On termination of an Order or this the Agreement for any reason: : (ia) all licences granted by Qubit under the Agreement shall immediately terminate; (b) each party shall immediately (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by the other party and make no further use of any equipment, property, Confidential Information, the Services (including the Script) and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and (c) the accrued rights of the other held by it parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not be affected or prejudiced. 11.5 For the avoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to writing, terminate the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreements.

Term and Termination. 9.1 Each Order (a) This Agreement shall commence immediately upon the Distribution Date and shall terminate upon the earlier to occur of: (i) the last date on which SpinCo is obligated to provide any Service to a Recipient (including for Services shall take effect on the Order date and remain purposes of this sub-section, the services described in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner Section 2.06) in accordance with these Termsthe terms hereof; and (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety. 9.2 Unless otherwise stated (b) Without prejudice to any Recipient’s rights with respect to a Force Majeure Event, RemainCo may terminate this Agreement with respect to any Service, in an Order, each Order whole (by Service line item) but not in part: (i) for Services may be terminated for convenience by either Party by any reason or no reason upon providing at least thirty (30) days’ prior written notice to SpinCo of such termination (or such greater or smaller number of days as is provided in the other PartySchedules) (it being understood that an early termination may result in Termination Charges being payable by RemainCo under this Agreement), or (ii) if SpinCo has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist fifteen (15) days after receipt by SpinCo of written notice of such failure from RemainCo. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party (c) SpinCo may terminate an Order or this Agreement without liability with respect to the other one or more Services, in whole (by Service line item) but not in part, at any time with immediate effect upon written notice if the other party: a. is in material breach of a Recipient has failed to perform any of its material obligations under the this Agreement or an Order andrelating to such Service, in the case and such failure shall continue to exist for a period of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days after receipt by RemainCo of a written notice of such failure from SpinCo. (d) Both Parties may terminate this Agreement with respect to one or more Services (i) immediately upon mutual written agreement or (ii) immediately upon written notice to the breachother Party in the event that such other Party: (1) commences, or has commenced against it, proceedings under bankruptcy, insolvency or debtor’s relief Laws or similar Laws in any other jurisdiction; or b. voluntarily files (2) makes a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any general assignment for the benefit of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; or (3) ceases or threaten to cease to carry on business; operations or is subject to any analogous event liquidated or proceeding in any applicable jurisdictiondissolved. 9.4 (e) Upon termination of this Agreement with respect to one or more Services, the relevant Schedule shall be updated to reflect any terminated Service. In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance that the effective date of the termination of any Service is a day other than the last day of a Service Period, any periodic Service Charge associated with Section 9.2 any prepaid such Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be nonpro-refundable and We shall be under no obligation rated appropriately. (f) RemainCo may from time to refund to You any such prepaid Service Fees even where as at time request in writing a reduction or increase in part of the date of termination You have not yet called off all Services 9.5 Termination scope of any Order shall have no effect on any other Order Service (it being understood that a reduction may result in Termination Charges being payable by RemainCo under this Agreement. 9.6 On termination of an Order ). If requested to do so by RemainCo, SpinCo agrees to discuss in good faith the potential reduction or this Agreement for increase in scope and any reason: (i) each party shall immediately return applicable reductions or increases to the other Service Charges in light of all papersrelevant factors including the costs and benefits to SpinCo of any such reductions or increases and (in the case of reductions in scope) any applicable Termination Charges. With respect to any Services that SpinCo has agreed to reduce or increase, materials, Confidential Information and other properties the relevant Schedule shall be updated to reflect any such agreed upon reduction or increase in the Service in the level of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services service provided and Fees and expenses due up the corresponding Service Charges shall be either reduced or increased, as applicable, to the date extent the incremental cost to SpinCo of termination; providing such Services is reduced or increased, as applicable, provided, and (iii) neither party for clarity, any such increase in a Service Charge shall have not be based on any further right increased incremental costs to SpinCo already embodied in a Termination Charge paid or obligation with respect payable by RemainCo hereunder. For the avoidance of doubt, SpinCo is not obligated to reduce or increase the other except as set out in this Section and in such Sections scope of the Agreement which by their nature would continue beyond the termination, cancellation any Services or expiration of the Agreement relevant Service Charges.

Term and Termination. 9.1 Each Order 10.1 This Agreement shall commence on the Commencement Date and shall, subject to the remainder of this clause 10, continue in force for Services shall the Term set out in the Front Sheet, or until terminated either party serving on the other no less than ninety (90) days' prior written notice, such termination to take effect on the Order date and remain in effect until any agreed end date specified in expiry of such notice period. 10.2 Where the Order or until all Services under such Order have been providedApproved Activity Provider serves notice of termination to ASL, unless terminated sooner in accordance with these Terms10.1 ,notice must be written and served by the DofE Licence Holder, or person(s) of equivalent status within the Approved Activity Provider where the DofE Licence Holder is unavailable. 9.2 Unless otherwise stated in an Order, each Order for Services may 10.3 Each party shall be terminated for convenience entitled to terminate this Agreement by either Party by providing thirty (30) days’ prior written notice to forthwith if: (a) the other Party.enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (b) the other at any time with immediate effect upon written notice if ceases or threatens to cease to carry on its business or is otherwise unable to meet its debts as they fall due; or (c) the other party: a. is in party commits a material or persistent breach of any of its obligations under the Agreement or an Order andthis Agreement, and (in the case of a breach which is capable of remedy, fails to remedy ) such breach is not remedied within thirty (30) days of notice of the breach; orsame. b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it 10.4 ASL shall be entitled to terminate this Agreement by written notice forthwith if there shall be any change in Control of the Approved Activity Provider or any holding company of its assets; passes a resolution for winding-upthe Approved Activity Provider, where "Control" means the ability to direct and/or control the affairs, and/or secure the conduct of the affairs, of the Approved Activity Provider or any holding company (as the case may be) whether by virtue of contract, ownership of shares or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionotherwise. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form 10.5 The termination of allotments/contingents) this Agreement, however arising, shall be nonwithout prejudice to: (a) the rights and obligations of either party accrued prior to termination; and (b) the operation of provisions hereof which expressly or impliedly have effect after termination including those relating to Confidentiality (14.3). 10.6 The Approved Activity Provider shall co-refundable operate fully with ASL or the Licensed Organisation before, during and We shall be under no obligation after termination of this Agreement to refund facilitate so far as reasonably possible the continued provision of the Services, either by the Charity or through an alternative activity provider selected by ASL, the Charity or the Licensed Organisation. Without prejudice to You any such prepaid Service Fees even where as this obligation, the Approved Activity Provider shall, in addition, if requested by ASL or the Charity, continue to provide the Services to Participants who are at the date of termination You have receiving the Training and/or such further post-termination period as ASL, the Charity or the Licensed Organisation may request (such period not yet called off to exceed six (6) months) on the terms of this Agreement, including the terms of payment relating to the Activity Fee, the Participant Fee and the Licence Fee. 10.7 Subject to the requirements of clause 5.3.4, all Servicesmaterials bearing the Trade Marks or containing a reference to the name of ASL, the Charity or the DofE Programmes must be either delivered up to ASL and/or the Charity or destroyed (at the election of ASL and/or the Charity in its sole discretion), including in the case of electronic copies permanently deleted, either (i) in situations where this Agreement is terminated in accordance with clause 10.1, within the ninety (90) day notice period for termination referred to therein or (ii) in situations where this Agreement is cancelled or terminated pursuant to clause 10.4, immediately upon termination. After termination of this Agreement in no event shall the Approved Activity Provider make or claim an association, commercial or non-commercial, to the DofE Programmes, ASL or the Charity, including (without limitation) creating an association through misleading statements or conduct. 9.5 Termination 10.8 On the termination of any Order this Agreement the Approved Activity Provider shall have no effect on any other Order return to ASL or the Charity all data provided to it by ASL or the Charity and all records kept by the Approved Activity Provider as part of its performance of the Services under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services 7.1 This Agreement may be terminated for convenience at any time by 60 days notice from either Party party to this Agreement, except that the terms of this Agreement shall remain in full force and effect whilst any Deposits remain outstanding. 7.2 The Agent may at any time by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledThird Party Deposit Provider, either party may immediately terminate an Order or this Agreement without liability if any of the following events shall occur: (a) the Third Party Deposit Provider is in breach of any of the representations and warranties set out in Clause 8; or (b) any event occurs which will or would, in the reasonable opinion of the Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of taxation in respect of interest payable under this Agreement; or (c) the Third Party Deposit Provider ceases or threatens to cease to carry on business or is unable to pay its debts when due; or (d) an order is made or an effective resolution is passed (otherwise than for the purposes of or pursuant to a reconstruction or amalgamation) for the winding up of the Third Party Deposit Provider or an order is made for the appointment of an administrator or receiver to the other at Third Party Deposit Provider or any time with immediate effect upon written notice if analogous event occurs or any analogous action is taken under any law by which the other party:Third Party Deposit Provider or any of its assets is bound or affected; or a. is in material breach of (e) the Third Party Deposit Provider fails to perform any of its obligations under this Agreement and such failure remains unremedied at the Agreement or an Order and, expiry of the third Business Day specified in the case of a breach which is capable of remedynotice served pursuant to this Clause 7.2, fails provided that the notice shall have specified the failure in question and the action required to remedy it. For the avoidance of doubt, the termination of this Agreement pursuant to this Clause 7.2 shall not terminate any outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of each such breach within thirty (30) days Deposit until the maturity date of notice each such Deposit. 7.3 Any termination of this Agreement shall be without prejudice to the accrued rights of each of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or parties hereto in respect of any antecedent breach by any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination other parties hereto of any Order shall have no effect on any other Order under of the provisions of this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 3.1 This Agreement shall take effect enter in to force on the Order date Commencement Date and remain in effect shall continue for a period of 24 months (“Term”). After the Term, this Agreement shall continue on a rolling monthly basis until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party giving not less than (3) three months written notice, such notice not to issue before the expiry of the Term or initial period of any Supplemental Agreement that is governed by providing thirty (30) days’ prior the terms of this Agreement. For the avoidance of doubt, termination of this Agreement for any reason shall not result in termination of any Supplemental Agreement governed by the terms of this Agreement. 3.2 Either Party may, upon written notice to the other Party.other, terminate the Agreement in the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; ; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Licence to run its Network, or is subject to any analogous event or proceeding where a renewal of such Licence has not been granted in any applicable jurisdictiona timely manner. 9.4 In 3.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 3.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be released from its obligation under this Agreement until any balance due is paid without affecting the non-refundable breaching Party’s right to continue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate this Agreement without liability or right to compensation for the defaulting Party. 3.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement. 9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time: (a) if the other party: a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs. 14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time: (a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010 or other Applicable Laws; passes a resolution for winding-upor (b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionmoney laundering offences. 9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement: (a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and (b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel. 9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right . 14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever: (a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and (b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 17 (Confidentiality), 22 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.

Term and Termination. 9.1 Each Order for Services shall take effect 6.1 Your Subscription commences on the Order date and remain Date, but in effect until any agreed end date specified in no event later than the Order or until all Services under such Order have been provided, unless terminated sooner Delivery Date of the Software (in accordance with these Terms. 9.2 Unless Section 3.2). Your Subscription continues for the Initial Subscription Term and unless otherwise stated in an the Order, the Initial Subscription Term of each Order is thirty-six (36) months. Thereafter, it automatically renews for Services may be terminated for convenience by either Party by providing thirty successive periods of 12 months (30each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other Partyparty of its intention not to renew the Subscription. Unless otherwise agreed in Your Order, Your Subscription may only be terminated in accordance with this Section and Section 6.2 below. 9.3 6.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 6.2.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. 6.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) up or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 6.2.3 On termination of an Order or this Agreement Your Subscription for any reason: reason your rights of you use are immediately terminated and You shall make no further use of any Software, Documentation and copies thereof and, at Your choice, either (i) each party shall immediately return delete them from all Your equipment and storage media and certify to the other all papers, materials, Confidential Information and other properties of the other held by it Us in connection with the performance of the Serviceswriting that you have done so; or (ii) return them to Us. Where required by applicable law, You shall promptly pay Us for all Services provided and Fees and expenses due up are permitted to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections keep a copy of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement required items for Your archiving purposes.

Term and Termination. 9.1 Each 8.1 The term of an Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services Form under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for which Services may be used by Customer shall commence on the applicable Order Form Effective Date (unless otherwise specified in such Order Form) and shall continue for the period of time as set forth on such Order Form (“Services Term”), unless earlier terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Partyas provided herein. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 8.2 Either party may terminate an the Agreement and/or any Order or this Agreement without liability to Form; (a) If the other at party materially breaches any time with immediate effect upon written notice if the other party: a. is in material breach term or condition of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy cure such breach within thirty (30) days after receiving written notice thereof; or (b) If the other party becomes insolvent or makes any assignment for the benefit of notice creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of the breach; or b. voluntarily files a any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or insolvency law; has a trustee, administrator or receiver appointed for its business or assets or any part thereof, Notwithstanding the foregoing, Google may terminate the Agreement if Customer breaches Section 1.3.3 (Prohibited Actions), Section 2.1 (Google Rights). Section 2.3 (License Grants; Brand Features) or Section 7 (Confidentiality) and falls to cure such breach within seven (7) days after receiving written notice thereof (or upon an earlier date, If Google has a good faith belief that such a breach will cause Google to suffer immediate and ***** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. irreparable harm, and on that basis initiates a proceeding to obtain injunctive or other equitable relief to prevent such immediate and irreparable harm, provided that Google has previously notified Customer of the breach and the harm to be avoided, in which case the date that Google files such request for relief shall be the effective date of such termination). In addition, upon five day written notice (or such shorter period as required to avoid any violation of applicable law, judicial or administrative receiver appointed over order or regulation), either party may terminate this Agreement if either party reasonably determines that applicable laws make it or any of its assets; passes impossible to continue performing under an Order Form (provided that, in such event, if a resolution for winding-up) or a court of competent jurisdiction makes an order party could legally continue to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding perform under other Order Forms, at the other party’s option, those Order Forms shall remain in any applicable jurisdictionforce). 9.4 In 8.3 Upon the event We terminate an Order pursuant to Section 9.3 expiration or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this the Agreement for any reason: (i) all license rights granted herein shall terminate; (ii) each party shall immediately within thirty (30) business days pay to the other all amounts due or that have otherwise accrued as of the date of such expiration or termination; (iii) each party shall return to the other party, or destroy and certify the destruction of, all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationparty; and (iiiiv) neither each party shall have any further right or obligation with respect to will promptly stop using the other except party’s Brand Features, including the Adwords Program Link and the Attribution Graphic, in each case as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation applicable. 8.4 The termination or expiration of an individual Order Form shall not have the Agreement effect of terminating any other individual Order Form or this GSA unless expressly agreed to by the parties in writing. If an Order Form (but not this GSA) terminates or if the Services Term set forth in an Order Form expires, all of Customer’s rights to use the applicable Services, and all other rights and licenses granted by Google to Customer as set forth in such Order Form, if any, shall cease immediately. Termination of all Order Forms hereunder shall result in the termination of this GSA.

Term and Termination. 9.1 Each Order for Services shall take effect a) If a Minimum Term applies to a Service, the Minimum Term will be specified on the Order date and remain in effect relevant Order. On the expiry of any Minimum Term, or if no Minimum Term is specified, the Service will continue until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner by either party in accordance with these Termsthis Agreement. 9.2 Unless otherwise stated in an Orderb) If no Minimum Term applies to a Service, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to or the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledMinimum Term has expired, either party Customer may terminate an Order or this Agreement without liability to the other that Service at any time with immediate effect upon on 30 days’ notice, but must pay charges for the full Charging Period in which termination occurs (if applicable). VXCs are usage based and therefore no Minimum Term applies to VXCs. c) Either party may terminate: 1. a Service by written notice if the other party: a. is in party has breached a material breach term of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, fails as it relates to that Service and has failed to remedy such the breach within thirty (30) days of receipt of notice of from the breachnon-defaulting party requiring the breach to be remedied; or b. voluntarily files 2. all Services immediately by notice in writing if the other party suffers an Insolvency Event. d) Megaport may terminate a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over Service on notice to Customer: 1. if Megaport reasonably determines that Customer poses an unacceptable credit risk; 2. if Megaport reasonably believes it needs to do so to comply with any law or any order or request of any government or regulatory body; 3. if Megaport is unable to continue to supply a Service to Customer for any reason (including due to technical reasons or the termination of any agreement with its assetssuppliers); passes or 4. for any reason, by providing Customer with thirty (30) days’ prior notice, if no Minimum Term applies to the Service or the Minimum Term has expired. e) If before the end of the Minimum Term and subject to clause 14f), Customer terminates a resolution for winding-upService other than under Clause 14c) or Megaport terminates a court Service under Clauses 14c) or 14d), Customer must pay Megaport an Early Termination Fee (ETF), calculated as an amount equal to fifty percent (50%) of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases Customer’s average monthly spend or threaten to cease to carry monthly recurring charge (whichever is greater) on business; the terminated Service, multiplied by the number of months (or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentspart thereof) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at between the date of termination You have not yet called off all Services 9.5 Termination and the end of any Order shall have no effect on any other Order under this Agreementthe Minimum Term. 9.6 On f) If before the end of the Minimum Term, Customer terminates a Service other than under Clause 14c) but replaces it with another Service of equal or greater monthly recurring charge and term, there will be no ETF applied. Customer will have 120 days to replace the outgoing Service with the new Service, however, Customer must notify Megaport in writing of their intention to “port” the Service within 30 days of termination to be eligible for the ETF waiver. If Customer does not notify Megaport within 30 days of an Order termination or this Agreement the Service is not replaced within 120 days of termination the ETF will be charged. Customer must notify Megaport of the incoming Service that will be used for any reason: (i) each party shall immediately return replacement as it relates to the other all papers, materials, Confidential Information and other properties terminated service to be eligible for the ETF waiver. g) Customer agrees that the Early Termination Fee is a reasonable estimate of Megaport’s likely financial loss if any Service is terminated prior to the end of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Minimum Term.

Term and Termination. 9.1 10.1 Each Order for Services shall take effect on the Order date Date and remain in effect until any agreed end date specified in the Order or until delivery of all Services under such contemplated by the Order have been providedare completed, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 10.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party You or We may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 10.2.1 is in material breach of any of its obligations under these Terms or the Agreement or an applicable Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. 10.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) winding- up or a court of competent jurisdiction makes an order to that effect; or if the other party becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 10.3 Unless otherwise stated in an Order, each Order may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 10.4 In the event We terminate an Order pursuant to Section 9.3 10.2 or You terminate an Order for convenience in accordance with Section 9.2 10.3 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-non- refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off utilized all prepaid Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 10.5 Upon expiry or termination of an Order or this Agreement for any reason: (i) the Order 10.5.1 each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) ; 10.5.2 You shall promptly pay Us for all Services provided and Fees and expenses due up to the the date of termination; and (iii) and 10.5.3 neither party shall have any further right or obligation with respect to the other except as set out in this Section 10 and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services shall take effect 13.1. This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Order date Effective Date and remain shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one day (each a Renewal Period), unless: 13.1.1. after at least fourteen (14) calendar days have passed since the Effective Date, either party notifies the other party of termination, in effect until writing, at least 24 hours before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or 13.1.2. otherwise terminated sooner in accordance with these Termsthe provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 9.2 Unless otherwise stated in an Order13.2. Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 13.2.1. the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, party fails to remedy such breach within pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; 13.2.2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 13.2.3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; 13.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 13.2.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 13.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 13.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the breachother party; 13.2.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 13.2.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 13.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within fourteen (14) days; 13.2.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.4 to clause 13.2.10 (inclusive); 13.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or b. voluntarily files 13.2.13. there is a petition Change of Control of the other party. 13.3. On termination of this agreement for any reason: 13.3.1. all licences granted under bankruptcy this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Service Definition Document; 13.3.2. each party shall return and make no further use of any equipment, property, Service Definition Document and other items (and all copies of them) belonging to the other party; 13.3.3. the Supplier may destroy or insolvency law; has a receiver or administrative receiver appointed over it or otherwise dispose of any of the Customer Data in its assets; passes possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a resolution written request for windingthe delivery to the Customer of the then most recent back-up) up of the Customer Data. The Supplier shall use reasonable endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as not due at the date of termination You have not yet called off termination). The Customer shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and 9.5 Termination of 13.3.4. any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each This Agreement shall enter into force upon execution of the first Order for Services Form and/or SOW and shall take effect on continue in force until terminated pursuant to this Section 14 or any specific termination rights set out in this Agreement. To the extent there are SOWs or Order date and remain Forms in effect until any agreed end date specified in the when a Party terminates this Agreement, such SOWs or Order or until all Services under such Order have Forms shall continue to be governed by this Agreement as if it had not been provided, unless terminated sooner in accordance with these Termsterminated. 9.2 Unless otherwise stated in an Order14.1 Either Party shall have the right to immediately terminate this Agreement if (i) the other Party has committed a material breach of this Agreement, each Order for Services may be terminated for convenience by either Party by providing and has not rectified the same within thirty (30) days’ prior days after receipt of written notice from the non-breaching Party specifying the breach, or (ii) the other Party becomes the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or if a receiver or administrator is appointed over its assets. 14.2 Upon termination of this Agreement, each Party shall immediately return to the other Party all goods, documents and other items received from the other Party. 9.3 14.3 Without prejudice to any other rights or remedies to which that We or You may be entitledhave, either party may terminate an Order or if this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty terminated (30) days of notice irrespective of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and reason therefore), We shall always be under no obligation entitled to refund to charge You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information work performed and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due costs incurred up to the date of termination; . 14.4 Any termination of this Agreement shall not affect (i) any accrued liabilities and rights of the Parties prior to such termination, and (iiiii) neither party any provision of this Agreement that is expressed to survive its expiration or termination. 15 Deliberation The Parties agree to, in accordance with the best of their abilities, put all efforts forward to resolve any possible disputes through deliberations. Neither Party shall have any further right or obligation with respect to take legal actions before first having invited the other except as set out in this Section and in such Sections of Party to deliberate regarding the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement matter at hand.

Term and Termination. 9.1 Each Order for Services 8.1 The Contract shall take effect commence on the Order date Commencement Date and remain in effect continue for the Initial Term, after which it shall automatically renew for consecutive Renewal Periods, until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthis clause 8. 9.2 Unless otherwise stated in an Order8.2 We or you may terminate the Contract by giving the other written notice of at least 6 months, each Order for Services not to expire before the end of the Initial Term or a Renewal Period. 8.3 We or you may be terminated for convenience terminate the Contract with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.if: 9.3 Without prejudice 8.4 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 8.5 the other party ceases or suspends a substantial part of its business (or threatens to do so), takes any action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any other rights of its assets or remedies ceasing to which We carry on business or, if the action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is 's financial position deteriorates to such an extent that (in material breach of any of the terminating party's opinion) the other party's capability to adequately fulfil its obligations under the Agreement Contract has been placed in jeopardy. 8.6 We may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment (on 3 occasions in any 6 month period), or an Order and, you undergo a change of control (as defined in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 1124 of the breach; orCorporation Tax Act 2010). b. voluntarily files a petition 8.7 Without affecting our other rights or remedies, we may suspend the supply of Services under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it the Contract or any of its assets; passes a resolution other contract between you and us if you fail (on 3 occasions in any 6 month period) to pay any amount due under the Contract on the due date for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is payment, you become subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it events listed in connection with the performance clause 8.5, or we reasonably believe that you are about to become subject to any of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement them.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services 7.1 This Agreement may be terminated for convenience at any time by 60 days notice from either Party party to this Agreement, except that the terms of this Agreement shall remain in full force and effect whilst any Deposits remain outstanding. 7.2 The Agent may at any time by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledThird Party Deposit Provider, either party may immediately terminate an Order or this Agreement without liability if any of the following events shall occur: (a) the Third Party Deposit Provider is in breach of any of the representations and warranties set out in Clause 8; or (b) any event occurs which will or would, in the reasonable opinion of the Agent, cause the Third Party Deposit Provider to be required to withhold or deduct at source for or on account of Taxation in respect of interest payable under this Agreement; or (c) the Third Party Deposit Provider ceases or threatens to cease to carry on business or is unable to pay its debts when due; or (d) an order is made or an effective resolution is passed (otherwise than for the purposes of or pursuant to a reconstruction or amalgamation) for the winding up of the Third Party Deposit Provider or an order is made for the appointment of an administrator or receiver to the other at Third Party Deposit Provider or any time with immediate effect upon written notice if analogous event occurs or any analogous action is taken under any law by which the other party:Third Party Deposit Provider or any of its assets is bound or affected; or a. is in material breach of (e) the Third Party Deposit Provider fails to perform any of its obligations under this Agreement and such failure remains unremedied at the Agreement or an Order and, expiry of the third Business Day specified in the case of a breach which is capable of remedynotice served pursuant to this Clause 7.2, fails provided that the notice shall have specified the failure in question and the action required to remedy it. For the avoidance of doubt, the termination of this Agreement pursuant to this Clause 7.2 shall not terminate any outstanding Deposit and the terms of this Agreement shall remain in full force and effect in respect of each such breach within thirty (30) days Deposit until the maturity date of notice each such Deposit. 7.3 Any termination of this Agreement shall be without prejudice to the accrued rights of each of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or parties hereto in respect of any antecedent breach by any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination other parties hereto of any Order shall have no effect on any other Order under of the provisions of this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order 15.1 The right for Services shall take effect the Customer’s Authorised Users to access the Software granted by this agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Order date Go Live Sign Off Date and remain shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: either party notifies the other party, in effect until writing, at least 60 days before the end of the Initial Subscription Term or any agreed end date specified Renewal Period, that automatic renewal will not apply, in which case this agreement shall terminate upon the Order expiry of the applicable Initial Subscription Term or until all Services under such Order have been provided, unless Renewal Period; or otherwise terminated sooner in accordance with these Terms.the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 15.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement with immediate effect without liability to the other at any time with immediate effect upon written notice if if: the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver an order is made or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction makes to make a winding-up order in relation to the other party; or an order is made for the appointment of an administrator to that effectmanage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); becomes subject or a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to an administration orderappoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; enters into or the other party makes any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on businessa court of competent jurisdiction for the protection of its creditors in any way; or is subject the other party ceases, or threatens to cease, to trade; or the other party takes or suffers any similar or analogous event or proceeding action in any applicable jurisdictionjurisdiction in consequence of debt. 9.4 In 15.3 Subject to clause 15.4, the event We Customer may at any time during the Implementation Period and prior to the Go Live Sign Off Date serve on iplicit a notice of not less than 10 working days to terminate an Order all its rights pursuant this agreement. 15.4 Upon serving a notice to terminate this agreement pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in clause 15.3 the form of allotments/contingents) Customer shall be non-refundable liable to pay to iplicit the Implementation Fees and We shall be pay the same within 10 days of iplicit’s invoice. 15.5 The Customer may terminate this agreement upon giving written notice to iplicit of not less than 3 months accompanied by payment of the outstanding Subscription Fees due for the remainder of the Subscription Term. 15.6 On termination of this agreement for any reason: all licences granted under this agreement shall immediately terminate; each party shall return and make no obligation further use of any equipment, property, Documentation and other items (and all copies of them) belonging to refund the other party; iplicit may destroy or otherwise dispose of any of the Customer Data in its possession unless iplicit receives, no later than 10 days after the termination of this agreement, a written request for the delivery to You any the Customer of the then most recent backup, or a single retained backup from a previous period as specified by the Customer, of the Customer Data. iplicit shall use reasonable commercial endeavours to deliver the backup to the Customer within 7 days of its receipt of such prepaid Service Fees even where as a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination You have not yet called off termination). The Customer shall pay all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersreasonable fees and expenses, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and the Backup Policy, incurred by iplicit in such Sections returning or disposing of Customer Data; iplicit will delete all of the Agreement which by their nature would continue beyond Customer Data in its possession, no later than 14 days after receiving a written request from the Customer to do so. the accrued rights of the parties as at termination, cancellation or expiration the continuation after termination of the Agreement any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and all unpaid invoices from iplicit shall become immediately due and payable.

Term and Termination. 9.1 Each Order for Services 7.1 This Agreement shall take effect become effective as of the Effective Date, set forth on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsSchedule 1 hereof. 9.2 Unless otherwise stated in an Order, each Order 7.2 The Parties agree that TG shall be entitled to terminate this Agreement at any time during the subsistence of this Agreement for Services may be terminated for convenience any reasons whatsoever by either Party by providing thirty serving a one (301) days’ month’s prior written notice to the other PartyCustomer. The parties agrees that Customer shall serve a three (3) month’s prior notice to TG. 9.3 Without prejudice to 7.3 This Agreement shall automatically terminate on the happening of any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to of the other at any time with immediate effect upon written notice if the other partyfollowing events: a. is in material (a) a party hereto failure to comply or commits a breach of any of its undertakings, warranties, duties, or obligations under this Agreement; (b) proceedings are commenced, or a resolution is passed for the Agreement winding up or an Order and, in the case dissolution of a breach which is capable party hereto or proceedings are commenced for the judicial management of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy party hereto or insolvency law; has a receiver or administrative receiver and manager is appointed over it a party hereto or any of its assets; passes ; (c) engages in illegal or fraudulent activity or an activity that could materially harm the terminating party’s business; (d) a resolution for winding-up) party hereto stops or a court of competent jurisdiction makes an order suspends payments to that effect; becomes subject its creditors generally or is unable or admits its inability to an administration order; enters pay its debts as they fall due or seeks to enter into any voluntary composition or other arrangement with its creditorscreditors or is declared or becomes insolvent; or if a creditor takes possession of all or any part of the business or assets of such party; or any execution or other legal process is enforced against the business or any substantial assets of such party; (e) a party hereto is placed in liquidation (whether compulsory or voluntary, otherwise and for the purpose of reconstructions or amalgamation); (f) a party hereto ceases or threaten threatens to cease to carry on businessits business or any substantial part thereof or if such party disposes of or threatens to dispose of or any governmental or other authority expropriates or threatens to expropriate all or any substantial part of its business or assets; (g) if any of the representations and warranties as set out herein proves to be incorrect or misleading; (h) any indebtedness of any party herein and/or any of the shareholders and/or directors and/or management and/or associate and/or related concern of the party becomes due or capable of being declared due before its stated maturity; any guarantee or similar obligation of any party and/or any of its shareholders and/or directors and/or management and/or associate and/or related concern is subject not discharged at maturity or when called or goes into default under, or commits a breach of, any instrument or agreement relating to any analogous event such indebtedness, guarantee or proceeding in any applicable jurisdictionother obligation or when the security of such indebtedness becomes enforceable. 9.4 In 7.4 The termination of this Agreement shall not affect any accrued rights, obligations, and liabilities of either party, or affect the event We terminate an Order pursuant continuation in force of the provisions of this Agreement which are not expressed to Section 9.3 or You terminate an Order for convenience be contingent upon the continuation in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form force of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which 7.5 All provisions that by their nature would continue beyond the terminationare intended to survive termination of this Agreement will survive termination of this Agreement, cancellation including, without limitation, Clause 5 (Confidentiality), Clause 7 (Terms and Termination) and Clause 6 (Disclaimers of Warranties and Liabilities). All amounts owed by Customer to TG for services or expiration products provided prior to termination remain owed after termination of the this Agreement provided such termination is not attributable to TG’s default and negligence.

Term and Termination. 9.1 Each Order for Services 15.1. Subject to clause 15.2 below the Contract shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedcontinue, unless otherwise terminated sooner as provided in these Conditions, until expiry of the Initial Term. Thereafter the Contract shall automatically renew for successive yearly periods (each a "Renewal Term"), unless either party terminates by notice in writing to the other, such notice to be given at least 120 days before the end of the then-current term, and to be effective only at the end of that term. 15.2. If at any time within the Initial Term or any Renewal Term under clause 15.1 above the Customer agrees to the supply of Cloud Services in accordance with these Termsclause 10, the Term of the Contract shall be extended by a period of 3 years from the Cloud Commencement Date, and thereafter any renewals shall be in accordance with clause 15.1 above. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 15.3. Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement the Contract without liability to the other at any time with immediate effect upon written notice if if: the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of these Conditions and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or b. voluntarily files a petition under bankruptcy an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction makes to make a winding-up order in relation to the other party; an order is made for the appointment of an administrator to that effectmanage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); becomes subject a receiver is appointed of any of the other party's assets or undertakings, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to an administration orderappoint a receiver or manager of the other party, or if any other person takes possession of, or sells, the other party's assets; enters into the other party makes any voluntary arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; ceases the other party ceases, or threaten threatens to cease, to trade, there is a Change of Control of the other party, or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 15.4. On termination of the Contract for any reason: the Supplier shall immediately cease to carry on business; or is provision of the Managed Service but may provide transitional services for a further period subject to commercial terms being agreed between the parties for the provision of such services; any analogous event Supplier Equipment located at the Customer’s premises or proceeding in any applicable jurisdiction. 9.4 In within the event We terminate an Order pursuant to Section 9.3 Customer's possession at expiry or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in termination of the form of allotments/contingents) Contract shall be non-refundable promptly returned by the Customer to the Supplier, and We the parties shall be under cooperate to make appropriate arrangements for the Supplier to uplift the Supplier Equipment, at the Supplier’s cost; each party shall return and make no obligation further use of any equipment, property, materials and other items (and all copies of them) belonging to refund the other party; the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination or expiry of the Contract, a written request for the delivery to You any the Customer of the most recent backup of the Customer Data. The Supplier shall use reasonable commercial efforts to deliver the backup to the Customer within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at, and resulting from, termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and the accrued rights of the parties as at termination, or the continuation after termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order provision expressly stated to survive or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the implicitly surviving termination, cancellation shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement for any reason by giving sixty (60) days notice in an Order, each Order for Services writing to Lonza. 10.3 Either Lonza or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other 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 breach; or b. voluntarily files a petition relevant party under bankruptcy this Agreement) or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee knowingly and directly opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights, or knowingly and directly disputes assists any third party to dispute the validity of any patent within any of the Patent Rights or any of the claims thereof, in each case except as required by legal process or court order, Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is subject terminated for any reason any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all elements of the System and Product forthwith and shall certify such destruction immediately thereafter in writing to any analogous event Lonza. 10.6 Termination for whatever reason or proceeding expiration of this Agreement shall not affect the accrued rights of the parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain in full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for Services shall take effect on The term of the Agreement commences as of the effective date set forth in the Order date Form and remain in effect until any agreed end date shall continue for an initial term of one year or such other term as specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Form (“Initial Term”). Unless otherwise stated on the Order Form, the Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”) unless either party has notified the other in an Order, each Order for Services may be terminated for convenience by either Party by providing writing at least thirty (30) days’ days prior written notice to the other Party. 9.3 Without prejudice to any other rights expiration of the then-current Initial Term or remedies to which We or You may Renewal Term, as applicable, that the Agreement shall not be entitled, either renewed. Either party may terminate an Order or this the Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in : (a) breaches any material breach term or condition of any of its obligations under the Agreement or an Order and, except in the case of a breach of Section 13 or a material breach constituting a violation of the intellectual property rights of any Moody’s Party (for which is capable of remedyno cure period shall apply), fails to remedy such cure the breach within thirty (30) days after being given written notice thereof; (b) ceases to function as a going concern or to conduct operations in the normal course of notice of the breachbusiness; or b. voluntarily files or (c) has a petition or similar action filed by or against it under any applicable bankruptcy or insolvency law; laws which petition or action has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate the Agreement on written notice to Client in the event of any legal or regulatory change that, in Moody’s judgment, imposes new and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) termination by Moody’s pursuant to the preceding sentence, or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to termination by Client for Moody’s uncured material breach under this Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) 9, Client shall be non-refundable and We shall be under no obligation entitled to a refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement fees prepaid to Moody’s for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential affected Information and other properties in respect of the other held by it in connection with period after termination. At the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation termination or expiration of the Agreement for any reason, and except for any post-termination rights specifically provided for in the Order Form, Client shall cease all use of the Information under such Order Form and promptly purge all Information provided under such Order Form that has been stored in its computer systems, databases, or any data storage facilities owned or under its control, provided that Client shall have the right to retain: (i) print or electronic copies of its reports containing limited excerpts of data obtained from the Information and made in conformity with the license granted in Section 11 of these Terms; and (ii) portions of the Information that constitute electronic data that is generally inaccessible or that has been stored on Client’s backup systems in the ordinary course of business as part of standard backup procedures, but only to the extent that such data is only accessible by person(s) whose function is primarily information technology, and provided that such person(s) only have limited access to such data to enable the performance of such information technology duties. In addition, Client may retain one copy of any such data from the Information as is necessary to comply with applicable audit, legal or regulatory requirements, professional obligations and standards and internal document retention policies, provided any such data may only be accessed for such purposes and may not be used for any other purpose whatsoever (including, but not limited to, any commercial purpose). Upon expiration or termination of the Agreement for any reason, all provisions but Sections 3, 11 and 13 of these Terms shall survive.

Term and Termination. 9.1 Each Order for Services shall take effect 2.1 This Agreement shallenter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] . 9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other, terminate the Agreement in the following circumstances: a) forthwith upon notice in writing , if the other Party shall be unable to pay its debts within the meaning of section 570 of the Companies Act, 2014 or have an examiner or receiver appointed over the whole or any part of its assets or go into liquidation (whether compulsory or voluntary) otherwise than for the purposes of amalgamation or reconstruction or shall make any agreement with its creditors or have any form ofexecution or distress levied uponits assets or cease to carryon business; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is remedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Authorisation. 9.3 Without prejudice 2.3 If either Party delays inacting upona breachof this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 2.4 Notwithstanding any other rights provision of the Agreement, if a Party fails to pay a net balance due in accordance with the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or remedies suspendthe Service and the non-breaching Party shall be released from its obligationunder this Agreement until any balance due is paid without affecting the non-breaching Party’s right to which We or You may be entitledcontinue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, either party may retain all revenue, and continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate an Order or this Agreement without liability or right to compensation for the defaultin g Party. 2.5 Upon the termination of this Agreement each Partyshall refund to the other at any time with immediate effect upon written notice if a fair and equitable proportion of those sums paid to the other party: a. is Party under this Agreement which are periodic in material breach of any of its obligations under the Agreement or an Order and, in the case of nature and have been paid for a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover -payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date 2.1.1 The initial term of this Agreement is as specified in the Order Estimate / Invoice and commences from the date of this Agreement or until all Services under such Order have been provided, commencement of service delivery and the term shall automatically renew in annual increments thereafter unless terminated sooner by either party in accordance with these Termsthis Agreement. 9.2 Unless otherwise stated 2.1.2 Except as provided in an Orderclause 6.2.3 regarding Support Services, each Order either party may terminate the Agreement after its initial term for Services may be terminated for convenience any reason by either Party by providing giving thirty (30) days’ prior days written notice to the other Partyparty. 9.3 Without prejudice 2.1.3 Either party shall be entitled to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. ceases to exist, becomes insolvent or bankrupt or being a company is in wound up or is deemed unable to pay its debts or has a receiver appointed over any part of its assets, or if the other party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, and fails to remedy such breach within thirty (30) days of after having been given written notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiondo so. 9.4 In 2.1.4 Where the event We terminate an Order pursuant Agreement is breached by SyncEzy, this Agreement may be terminated forthwith by the Customer giving written notice to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementSyncEzy. 9.6 2.1.5 On termination of an Order or this Agreement for any reason: (i) each party Hosted Service, Customer shall immediately cease to use the Hosted Service and SyncEzy shall promptly return to the other all papersCustomer any documents, materials, Confidential Information data and other properties information created and used for the purposes of this Agreement. Customer will be required to advise SyncEzy on the other held by it in connection with alternate service arrangement and facilitate handover of IP and data. SyncEzy shall be entitled to Charge its reasonable costs for the performance provision of the Services; (ii) You shall promptly pay Us this Service. 2.1.6 Customer will be liable for all Services provided and Fees and expenses due Charges up to the date of termination; and . Such Charges shall be due on the terms as stated in the invoice. 2.1.7 The termination of this Agreement, any part of it, or of the provision of the Service (iiihowsoever occasioned) neither party shall have not affect: a) Any accrued rights, obligations or liabilities of either party; b) The coming into force or the continuance in force of any further right provision hereof which is implied or obligation with respect expressly intended to come into force or continue in force on or after such termination. 2.1.8 Without prejudice to any rights or remedies to the other except as set out in injured party under this Section Agreement the termination (howsoever occasioned) shall cause the cancellation of licenses for any and in such Sections all Software Product supplied hereunder. 2.1.9 The effect of the notice of cancellation of the license for a Software Product supplied hereunder is that the Customer must immediately cease use of the Software Product and any Documentation relating to the Software Product to SyncEzy, take all such steps to destroy any copies of the Software Product under the control of the Customer, have all Software Product removed from all computers operated by or controlled by the Customer, and procure that a director of the Customer warrant in writing to SyncEzy that these provisions have been adhered to. 2.1.10 If this Agreement is terminated for any reason then clauses 1.6 Appropriate Law, 1.9 Personnel, 1.13 Confidentiality, 3.5 Copyright and Intellectual Property Rights shall continue to have effect as shall any other provision which by their nature would or implication were intended to come into or continue beyond the in force on or after such termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on 10.1 This AGREEMENT has been entered into and will come into force only as of the Order date EFFECTIVE DATE and will remain in effect force until any agreed end date specified in expiration of the Order or until all Services under such Order have been providedlast patent of the PATENT RIGHTS, unless it will be prematurely terminated sooner in accordance with these Terms.the article 10.2 or the article 10.3 below. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 16 of 42 KREATECH: _________ LICENSEE: _________ 9.2 Unless otherwise stated 10.2 In the event either of the Parties shall fail or refuse to perform any of its material obligations hereunder, the other party may, without waiving any other contractual or statutory rights, provide the defaulting party with written notice specifying the particulars of such failure or refusal and demanding that such default be remedied within a ninety (90) day period, which period must be specified in an Ordersaid notice. If the default will not fully and correctly be remedied within the period set forth in the notice of default, each Order for Services the non-defaulting party may be terminated for convenience by either Party by providing thirty (30) days’ prior immediately terminate this AGREEMENT out-of-court upon further written notice to the defaulting party, notwithstanding its other Partyrights, such as its rights to claim for full and/or additional compensation of damages. 9.3 Without prejudice 10.3 This AGREEMENT may be immediately terminated by KREATECH by giving written notice to LICENSEE, if (i) LICENSEE admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or under any other rights or remedies to which We or You may be entitledinsolvency act, either party may terminate makes an Order or this Agreement without liability to assignment for the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any benefit of its obligations under creditors, or upon a petition in bankruptcy or for the Agreement or an Order and, in the case appointment of a breach which is capable of remedyreceiver being filed against it, fails to remedy such breach have the petition or appointment dismissed or vacated within thirty sixty (3060) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order thereof, or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You LICENSEE assigns its rights under this AGREEMENT in violation of article 15.1 hereof, or (iii) LICENSEE is determined by a final judgment of a judicial proceeding from which no appeal can be or is taken to have acted outside the scope of the license(s) granted under this AGREEMENT and thus violates one or more of the PATENT RIGHTS. (a) Upon termination of this AGREEMENT, for whatever reason, LICENSEE will immediately cease to use any and all (intellectual) property owned or controlled by KREATECH and will return all materials owned by KREATECH. No termination of this AGREEMENT shall promptly relieve the Parties of their confidentiality and secrecy obligations pursuant to this AGREEMENT and all other obligations that from their nature are destined to survive termination of this AGREEMENT. (b) Upon termination of this AGREEMENT, with the exception of termination for the reason as set forth in article 10.3 under (ii) above, LICENSEE is entitled to sell off its stock of LICENSED PRODUCTS, provided that LICENSEE will pay Us for all Services provided and Fees and expenses to KREATECH any payments due KREATECH up to the date of termination; . 10.5 This Agreement may be terminated by LICENSEE for any reason or for no reason by giving one hundred and twenty (iii120) neither party days written notice to KREATECH. In this event LICENSEE shall have comply with all its financial obligations to KREATECH within a period of twelve (12) months after termination of this Agreement, and LICENSEE is not entitled to receive refund of any further right or obligation with respect payments made under the Agreement. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 17 of 42 KREATECH: _________ LICENSEE: _________ 10.6 Subject to the provisions of this the section 10.6, the portion of this Agreement, solely as it relates to PATENT RIGHTS/THIRD PARTY, may be terminated by KREATECH at any and all times without any obligation to pay for damages or any other except form of compensation, by giving written notice to LICENSEE, solely in the event of termination of the [**************], for whatever reason. KREATECH shall use its best efforts to maintain the [**************] in full force and effect during the term of this Agreement. KREATECH shall indemnify and hold harmless LICENSEE from and against any judicially enforceable claims, damages and any economic loss resulting from any third party legal action against LICENSEE from any failure by KREATECH to maintain the [************] and the licenses granted thereunder in full force and effect during the term of this Agreement. In the event that the [***************] is terminated, KREATECH shall immediately inform LICENSEE of that fact and will use its best efforts to find an equivalently performing [***] to that which is the subject matter of the [**********], to be supplied to LICENSEE with materially equivalent rights as set out forth in this Section and Agreement, at no cost to LICENSEE. Additionally KREATECH shall maintain in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement its inventory sufficient [*********] to supply LICENSEES needs for 18 months based on LICENSEE’s forecast .

Term and Termination. 9.1 Each Order for Services 15.1 Subject to Clauses 15.2 to 15.55, this Licence shall take effect on commence upon the Order date Start Date of the Order, and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless terminated sooner earlier in accordance with these Termsthis Clause 15, until the expiry of the Subscription Period. 9.2 Unless otherwise stated in an Order15.2 The Institution shall have the right to terminate this Licence during the Subscription Period, each Order for Services may be terminated for convenience by either Party by providing thirty giving not less than 60 (30sixty) days’ prior written notice to the Publisher, such notice to expire on at the end of the relevant Subscription Year. 15.3 Without affecting any other right or remedy available to it, either party may terminate this Licence with immediate effect by giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 15.3.1 the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of party becomes insolvent, admits insolvency or a general inability to pay its obligations under the Agreement or an Order anddebts as they become due, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has appointed a receiver or administrative receiver appointed over it or over any part of its undertaking or assets; , passes a resolution for winding-up) winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a court of competent jurisdiction makes petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; 15.3.2 the other party commits a material or persistent breach of any term of this Licence which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.4 Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: 15.4.1 has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; becomes subject or 15.4.2 is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. 15.5 Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: 15.5.1 fails to pay any undisputed amount due under this Licence on the due date for payment and remains in default for not less than sixty (60) days after being notified in writing to make such payment; 15.5.2 wilfully and repeatedly infringes, or wilfully permits Authorised Users repeatedly to infringe, the copyright in the Licensed Material; or 15.5.3 has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. 15.6 For the avoidance of doubt the Institution shall not be deemed to be in breach of this Licence on the grounds that an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any analogous event or proceeding in any express obligations applicable jurisdiction. 9.4 In to the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order Institution under this AgreementLicence. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Lonza. 10.3 Either Lonza or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay 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 breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the event We terminate an Order pursuant grant of letters patent or any patent application within any of the Patent Rights or disputes or knowingly, directly or indirectly, assists any third party to Section 9.3 dispute the validity of any patent within any of the Patent Rights or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in of the form of allotments/contingents) claims thereof Lonza shall be non-refundable entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is terminated for any reason any and We all licences granted hereunder shall be under no obligation to refund to You any such prepaid Service Fees even where as at terminate with effect from the date of termination You have not yet called off and Licensee shall destroy all Services 9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza, provided that Licensee shall be entitled to sell of any Order Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall have no effect on any other Order under this Agreement. 9.6 On termination be completed within six (6) months of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue in full force and effect until any agreed end date specified in each country of the Order or until all Services under such Order have been provided, world unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement which is irremediable or an Order and, (in the case of a breach which is capable of remedy, fails to remedy such breach ) shall not have been remedied within thirty (30) days of the receipt by the other of a notice of identifying the breachbreach and requiring its remedy; or b. voluntarily files 10.3.2 if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a petition 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 bankruptcy this Agreement) or insolvency law; compounds with or convenes a meeting of its creditors or has a receiver or administrative receiver administrator appointed over it all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. 10.4 Without prejudice to any rights that have accrued under this Agreement or any of its assetsrights or remedies, Lonza may terminate this Agreement immediately by giving written notice to Licensee if: 10.4.1 there is a change of control of Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010) [***]; passes a resolution or 10.4.2 the Licensee contests [***]. 10.5 Subject to Clause 10.6, if this Agreement expires or is terminated for windingany reason any and all licences and sublicences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy (or otherwise procure the destruction of) all System Materials, Transfected Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-upHow and all System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided, however, that the Licensee and its Sublicensees shall have the right to sell or a court otherwise dispose of competent jurisdiction makes an order to that effect; becomes all Product then on hand, subject to an administration order; enters into any voluntary arrangement with its creditors; ceases the payment of royalties and the other terms of this Agreement. 10.6 [***] 10.7 Termination for whatever reason or threaten to cease to carry on business; or is subject to any analogous event or proceeding expiration of this Agreement shall not affect the accrued rights of the Parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order provisions which are expressed to survive this Agreement shall have no effect on any other Order under this Agreementremain in full force and effect. 9.6 On 10.8 The terms of Clauses 3, 4.5 to 4.9 (subject always to the consequences of termination in Clause 10.5), 5, 6, 7, 8, 10, 11 and 12 shall survive expiration or termination of an Order or this Agreement for any whatever reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 16.1 This Agreement and each Statement of Work shall take effect commence on the Order date Commencement Date and shall remain in effect until any full force for the Term unless otherwise agreed end date specified in by the Order Parties or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthe term of this Agreement. Thereafter, this Agreement and each Order Statement of Work shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Term or the relevant Subsequent Term, to terminate this Agreement. 9.3 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 5.6 and 5.7; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 16.3 If for any reason a contract between a third party and the Supplier relating to the Supplier’s right to provide the Third Party Services which is the subject of the Agreement is terminated, then the Agreement shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement shall operate only in so far as it relates to such Third Party Services. 16.4 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 16.5 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any Licence Fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its Third Parties as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any Third-Party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. 16.6 Save as provided in Clause 16 or elsewhere in this Agreement, or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be entitled to terminate a Statement of Work. Termination of a Statement of Work shall not by default, terminate other Statement of Works nor this Agreement. 16.7 Termination of any Statement of Work shall be without prejudice to any other rights or remedies to which We or You may be entitled, either any party may terminate an Order or have under any other Statement of Work. 16.8 Upon termination of this Agreement without liability or a specific Statement of Work for any reason the Supplier will provide to the other Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at any its then current time with immediate effect upon written notice if the other partyand materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: a. is in material breach (a) developing a plan for the orderly transition of the terminated Services from the Supplier to the Customer or the Successor Service Provider; and (b) such other activities upon which the Parties may agree including any non proprietary documents to enable a Successor Service Provider to continue to provide services. 16.9 Upon a termination of its obligations under the Agreement or an Order anda specific Statement of Work (as applicable), in the case Supplier shall only retain the Customer Data for a maximum period of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at 3 months from the date of termination You have not yet called off and may delete all Servicessuch copies of its Customer Data after the 3 months period has ended. 9.5 Termination 16.10 The provisions of Clauses 7,8,10,11,12,13,15,16,17,18 and 20 shall survive termination of any Order shall have no effect on any other Order under Statement of Work or this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services 14.1 Notwithstanding its other rights under such Order have been providedthis Agreement, unless terminated sooner in accordance with these Terms.Get Living may terminate this Agreement: 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party 14.1.1 by providing thirty (30) days’ a minimum of 1 month’s prior written notice to the other PartySupplier; 14.1.2 for breach of clauses 9, 10.2, 12 and/or 16; or 14.1.3 if Get Living is required to terminate this Agreement under applicable law or by a regulatory authority. 9.3 Without prejudice to any other rights 14.2 This Agreement shall commence on the Commencement Date and, unless and until terminated earlier in accordance with clause 14.1 or remedies to which We or You may be entitled14.3, either shall continue in force for the duration of the Term. 14.3 Either party may terminate an Order or this Agreement without liability immediately on written notice to the other at any time with immediate effect upon written notice if if: 14.3.1 the other party: a. is in party commits a material or persistent breach of any term of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 30 days of notice of the breachafter being notified in writing to do so; or b. voluntarily files 14.3.2 enters into and/or itself applies for, and/or calls meetings of members and/or creditors with a petition view to one or more of a moratorium, administration, liquidation (of any kind, including provisional), or composition and/or arrangement (whether under bankruptcy deed or insolvency law; otherwise) with creditors, and/or has a receiver or administrative receiver appointed over it or any of its assets; passes property subjected to one or more of appointment of a resolution for winding-upreceiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease to carry on business; or is subject to 14.4 Termination of this Agreement shall not prejudice any analogous event or proceeding in any applicable jurisdictionof the parties’ rights and remedies which have accrued as at termination. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 14.5 On termination of an Order or this the Agreement for any reason: (i) : 14.5.1 each party shall immediately return to will cease use of the other all papers, materials, party’s Confidential Information and other properties of Data and (at the other held party’s option) return, destroy or irretrievably delete the same; and 14.5.2 the Supplier shall immediately deliver to Get Living all Goods and/or Deliverables paid for by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due Get Living up to the date of termination; , whether or not then complete, and (iii) neither party shall have return all Get Living Materials. 14.6 Notwithstanding any further right or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement the provisions which by their nature would continue beyond are intended to survive such termination will remain in full force and effect including, without limitation, clause 12 (Confidentiality). 14.7 In the event of termination, cancellation transfer, or expiration potential transfer of these services in whole or part to Get Living or another Supplier, TUPE may apply and in such instance Get Living or the new Supplier may inherit liabilities in respect of transferring employees. 14.7.1 Both parties will provide to the other on request such information as may be necessary to enable the other party to comply with its obligations, and where necessary access to consult with the affected employees. 14.7.2 The Supplier agrees that subject to the relevant data protection regulations it will provide to Get Living or replacement Supplier, employee lists and employee information within 20 business days of any such request. 14.7.3 The Supplier will provide a list of those employees to which it believes a TUPE transfer will apply, including the percentage of each employees time it believes is spent working on behalf of the Agreement customer 14.7.4 No later than 10 working days before the transfer of the contract the Supplier will provide a final list of those employees where it has been agreed by all parties that TUPE will apply. 14.7.5 Get Living may supply the above information to any prospective replacement service provider having obtained and evidenced to the Supplier signed confidentiality agreements. 14.7.6 Following request of information the Supplier will notify Get Living within 24 hours should any potentially transferring employee give notice to terminate their employment. 14.7.7 The Supplier will indemnify Get Living against any claims from transferred employees in respect of 14.7.7.1 Unpaid salaries, commissions, bonuses, incentive payments, benefits, benefits in kind, holiday pay, sick pay, expenses, pension contributions and any other employment costs 14.7.7.2 Unpaid taxation (including income tax under PAYE), employers and employees National Insurance contributions including interest and penalties 14.7.7.3 Any act, omission or default 14.7.7.4 The termination of employment including claims for expenses, notice pay, pay in lieu of notice, damages for wrongful dismissal, redundancy pay and compensation for unfair dismissal 14.7.7.5 Any failure of the Supplier to appropriately inform or consult or communicate with the employee or their representatives 14.7.7.6 Failure to provide Get Living with sufficient information to comply with its TUPE obligations

Term and Termination. 9.1 Each Order for Services 11.1. The Contract shall take effect commence on the earlier of the date of the first agreed Order Form between the parties and the date and remain in effect until any agreed end date of signature of this MSA by the parties. 11.2. Where a Services Term is specified in an Order Form, that Order Form shall renew for successive periods, each equal in length to the Order or until all Services under Term (and each being a ‘Services Term’) unless either party gives to the other at least 90 days’ written notice of termination, such Order have been provided, unless terminated sooner in accordance with these Termsnotice to expire at the end of a Services Term. 9.2 Unless otherwise stated in an Order11.3. Without affecting any other right or remedy available to it, each either party may terminate the Contract or any Order for Services may be terminated for convenience Form with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to 11.3.1. the other at any time with immediate effect upon written notice if the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a Contract and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days after receipt of notice in writing to do so; 11.3.2. the other party enters administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (whether voluntarily or by order of the breach; or b. voluntarily files court, unless for the purpose of a petition under bankruptcy or insolvency law; solvent restructuring), has a receiver or administrative receiver appointed over it or to any of its assets; passes a resolution for winding-up) assets or a court ceases to carry on business or, if the step or action is taken in another jurisdiction, undertakes any of competent jurisdiction makes an order the abovementioned activities in connection with any analogous procedure in the relevant jurisdiction; 11.3.3. the other party suspends, or threatens to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; suspend, or ceases or threaten threatens to cease to carry on all or a substantial part of its business; or is subject or 11.3.4. the other party's financial position deteriorates to any analogous event or proceeding such an extent that in any applicable jurisdictionthe reasonable opinion of the terminating party the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 9.4 In 11.4. Without affecting any other right or remedy available to it, Conosco may terminate the event We terminate an Order pursuant to Section 9.3 Contract or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on Form by giving ninety days’ written notice to the Customer if Control of the Customer changes. 11.5. Without affecting any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect remedy available to it, where it has a right to terminate under clause 11.3, Conosco may suspend the other except as set out in this Section and in such Sections supply of Services and/or all further deliveries under the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Contract.

Term and Termination. 9.1 Each Order for Services 13.1 This Agreement shall take effect on the Order date and remain in effect until any agreed end date specified force from the Commencement Date will automatically renew for an additional 12months (“Renewal Term”), in the Order or until all Services under such Order have been providedabsence of written notice of cancellation by either Party, unless terminated sooner in accordance received by the other Party with these Termsat least 90 days prior written notice. 9.2 Unless otherwise stated in an Order13.2 Either party may terminate the Agreement, each Order for Services may be terminated for convenience without prejudice to its other rights and remedies, with immediate effect by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material i. commits a breach of any of its obligations under the this Agreement or an Order and, and in the case of a breach which is capable of remedyremediable breach, fails to remedy such breach it within thirty (30) 30 days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; ii. becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium or there occurs in relation to that party, any event which is analogous to any of the breachevents referred to in this clause 10.2 in any part of the world iii. being a sole trader, dies or a bankruptcy petition is presented, or there occurs in relation to that party any event which is analogous to such a bankruptcy event in any part of the world; or b. voluntarily files 13.3 Supplier may terminate this Agreement, without prejudice to its other rights and remedies, with immediate effect by written notice to the Agent if the Agent undergoes a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any change of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncontrol. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of 13.4 The termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would is without prejudice to any obligation of either party expressed to continue beyond after termination. 13.5 This Agreement, including any Annxes hereto, was drawn up in English in two counterparts of equal legal effect, one for each Party. Any documents, required for the terminationexecution hereof (including invoices, cancellation or expiration of the Agreement statements, claims etc.), shall be drawn up in English.

Term and Termination. 9.1 Each Order for Services shall take effect on 10.1 The term of the Order date and remain in effect until any agreed end date Agreement is specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsrelevant Supply Order. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience 10.2 Each Party shall have the right to terminate this Agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party., if the other Party: 9.3 Without prejudice (a) commits a material breach of the Agreement, provided that if such breach is remediable, as determined by UBS, Supplier or UBS (as the case may be) has not remedied such breach in all material respects within 30 days of being committed; (b) becomes insolvent or is unable, or is deemed by operation of any principle of law or by statute to any be unable, to pay its debts; or (c) does not, in a Force Majeure Event, resume performance of its obligations (other rights or remedies than the obligation to which We or You may be entitled, either party may terminate an Order or this Agreement without liability pay) within 30 days of its notice to the other at any time with immediate effect upon written notice if Party under clause 16.1. 10.3 For the other party: a. is in material purposes of clause 10.2(a), a breach by Supplier of any of its obligations under the Agreement following shall constitute an irremediable material breach: (a) any Applicable Laws; (b) clause 7 (Confidentiality) or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty clause 9 (30Data Protection); (c) days of notice any of the breachfollowing Policies (if applicable): (i) the Data Protection Policy; (ii) the Anti-bribery and Corruption, Sanctions, Fraud and Anti-Facilitation of Tax Evasion Policy; (iii) the Subcontractor Policy; or (iv) the Staff Vetting Policy; (d) the Security Exhibit, or any superseding Security Policy (if applicable); or b. voluntarily files (e) any other breaches identified as irremediable material breaches in the relevant Category Terms. 10.4 The Parties may have further termination rights under the relevant Category Terms. 10.5 Following any termination or expiration of the Agreement: (a) Supplier shall: (i) on UBS’s request, provide UBS with reasonable assistance to enable an orderly assumption of the Services or provision of the Products by a petition under bankruptcy third party or insolvency law; has a receiver UBS; (ii) except as may be required by Applicable Laws or administrative receiver appointed over it for reasonable back-up purposes, irrevocably destroy or any return to UBS all Confidential Information of its assets; passes a resolution UBS and all UBS Data; (iii) refund to UBS all prepaid Charges for winding-upServices (including Deliverables) or a court Products, which, as of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You date, have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reasoneither: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Servicesnot yet been provided or performed; or (ii) You been delivered but are faulty or defective and have not been remediated, or have not been Accepted; and (b) UBS shall promptly pay Us to Supplier all due and undisputed Charges for all Services and Products provided and Fees and expenses due to UBS in accordance with the Agreement up to and including the date of termination; termination date. 10.6 Clauses 5 (Liability, Indemnity and Insurance) to 17 (iii) neither party shall have Governing Law and Jurisdiction), and any further right or obligation with respect to the other except as set out in this Section and in such Sections terms of the Agreement which are expressly or by their nature would continue beyond the terminationimplication intended to survive termination or expiration, cancellation shall survive termination or expiration of the Agreement expiration.

Term and Termination. 9.1 Each Order 16.1. This Agreement shall become effective upon its signing by both parties and shall be in force for Services shall take effect on a period of three (3) years subject to the Order date fulfillment by the Reseller of any and remain all of its obligations hereunder and subject to Sections 3.3 and 5.2 above, unless sooner terminated as provided below or in effect until any agreed end date specified Section 3.3(ii) above. 16.2. Notwithstanding the aforesaid if either party hereto commits: (i) a material breach of this Agreement or defaults in the Order performance of any material obligation, and such default or until all Services under breach is not corrected within 14 (fourteen) days after the same has been called to the attention of the defaulting party by a written notice from the other party; or (ii) a non-material breach of this Agreement or defaults in the performance of any other obligation, and such Order have default or breach is not corrected within 30 (thirty) days after the same has been providedcalled to the attention of the defaulting party by a written notice from the other party - then the non-defaulting party, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderat its option, each Order for Services may be terminated for convenience thereupon terminate this Agreement by either Party by providing thirty (30) days’ prior submitting a written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledparty. In the event of an exclusive distribution agreement, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if Company shall have the other party: a. is in material breach of any of its obligations under the Agreement or an Order andright, in the case event of any such breach, in addition to and without derogating from its rights set forth above, to turn this Agreement into a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice non-exclusive distribution agreement. Without derogating from the generality of the breach; orforegoing provisions, a delay by the Reseller of more than 5 (five) working days in paying any amount due pursuant to Section 6 hereof shall be considered a material breach hereof. b. voluntarily 16.3. Notwithstanding the aforesaid, if the Reseller files a petition under for bankruptcy or insolvency is adjudicated bankrupt, or a petition for bankruptcy is filed against it or it becomes insolvent or unable to fulfill its obligations hereunder, or makes an assignment for the benefit of creditors or any arrangement pursuant to any bankruptcy law; has , or discontinues its business, if a receiver or administrative receiver is appointed over to it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding and in any applicable jurisdictionevent of change of control in the Reseller, the Company shall have the right to immediately terminate this Agreement. The Reseller shall immediately advise the Company, in writing, upon the occurrence of such event. 9.4 In 16.4. Notwithstanding the aforesaid, in the event We terminate an Order pursuant to Section 9.3 of a merger and/or acquisition transaction in which the Company is purchased by a third party or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation other case of change of control in the form Company while this Agreement is still in force, the Company shall make efforts to continue working with the Reseller for the term remaining under Section 1 above; however, should the purchaser of allotments/contingentsthe Company or of a controlling stake thereof refuse to continue using the services of the Reseller hereunder for any reason whatsoever, this Agreement shall terminate upon the later to occur between – (i) elapse of one year as of the Appointment Date; (ii) the actual purchase or change of control in the Company as aforesaid. 16.5. For avoidance of doubt, no right of termination under any provision of this Agreement shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination exclusive of any Order shall have no effect on any other Order under remedies or means of redress to which the party terminating this AgreementAgreement may be lawfully entitled. 9.6 On 16.6. For the removal of any doubt, upon the expiration or termination of an Order or this Agreement for any reason: (i) each party cause or reason whatsoever, the Company shall immediately return be free to directly contact and engage in business with any person or entity in the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationTerritory; and (iii) neither party the Reseller shall have not be entitled to any further right compensation, remuneration, royalties, broker fees or obligation any other payment whatsoever from the Company with respect to the other except as aforesaid or otherwise with respect to any alleged loss of anticipated income or profit. The Reseller agrees and declares that any investments and expenses made by it with regard to the market development have been taken into consideration in agreeing on the terms set out forth in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services 12.1 This Agreement is effective as of the Effective Date and shall take effect on the Order date and remain in effect continue to be effective until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsthe terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 12.2 This Agreement may be terminated for convenience without cause by either Party the Company on or after three (3) years from its Effective Date in compliance with the notice and renewal provisions of Article 21.11-1 of the Code, or at any other time by providing thirty (30) days’ prior written notice mutual agreement of the parties. 12.3 Notwithstanding any provision contained in this Agreement to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledcontrary, either party may terminate an Order or this Agreement without liability to for cause on failure of the other at party to comply with any time with immediate effect upon provision of this Agreement (a “default”) after giving the other party written notice if of the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of alleged default and a breach which is capable of remedy, fails to remedy such breach within reasonable time (not less than thirty (30) days or more than (6) months) to cure such default; provided that the right to cure a default shall not apply to the following, and termination shall be effective immediately upon the giving of notice such notice: a) Failure by MGA to pay premiums to the Company within the time set forth in this Agreement; b) Failure by MGA to deliver to the Company an Agent’s Report within the time set forth in this Agreement; c) Revocation of a license necessary to a party’s performance hereunder; d) Issuance of a final, non-appeal able, restraining order, injunction, or other order by a governmental authority having proper jurisdiction which prohibits a party from carrying out this Agreement; e) Any party filing or becoming the subject of a petition seeking protection or satisfaction of debts under the bankruptcy, receivership or creditor’s rights laws of the breach; orparty’s domiciliary state or country; b. voluntarily files f) At the option of the Company, the transfer or attempted transfer of a petition under bankruptcy controlling interest in MGA without first obtaining the Company’s consent. At the Company’s option, the Company may suspend any or insolvency law; has a receiver all authority of MGA during the pendency of any material default of MGA, any dispute regarding any material default of MGA, or administrative receiver appointed over it or during any period, if any, allowed to cure any such material default. Any exercise by the Company of its assets; passes rights under this provision to suspend any and all authority of MGA shall not be considered a resolution for winding-up) or a court default under the terms of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 12.4 All power and authority of MGA granted under the terms of this Agreement shall cease upon termination of an Order or this Agreement. 12.5 In the event of termination of this Agreement when MGA is not in default and has accounted for and paid over to the Company all monies for which MGA is liable, then the Company shall permit MGA to retain all records of the business written pursuant to this Agreement, as well as use and control of expirations on the business written pursuant to this Agreement subject to any reason: (i) each party prior agreements with local producing agents regarding such policy expirations. In the event that MGA is in default under any provision of this Agreement and MGA has not cured such default within the time specified in Section 12.3, above, all records relating to the business written pursuant to this Agreement shall be vested in, returned immediately to, and become the exclusive property of the Company. 12.6 All software programs that are developed by MGA remain the property of MGA. In the event proprietary data of the Company has been collected and stored by MGA on behalf of the Company, such data shall remain the property of the Company. 12.7 Upon termination of this Agreement, MGA shall immediately return cause to be delivered to the other Company all papers, materials, Confidential Information and other properties property of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for Company, including, without limitation, unused drafts, policies, manuals, forms, and where applicable, all Services provided and Fees and expenses due up records, including those related to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement expirations.

Term and Termination. 9.1 Each Order for Services 11.1 Subject to earlier termination in accordance with this Section, this Agreement shall take effect commence on the Order effective date of this Agreement and remain in effect force for a period of one hundred (100) years. LICENSEE may terminate it at any time by giving thirty (30) days notice. In the event of termination by LICENSEE, all payments due until any agreed end the date specified in of termination will remain due, but the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsLicenses will be immediately and irrevocably terminated. 9.2 Unless otherwise stated in an Order, each Order for Services 11.2 The Agreement may be terminated immediately by written notice to LICENSEE by LICENSOR at its election in the event of the occurrence of any one of the following circumstances: A. In the event LICENSEE is placed in the hands of a receiver or makes a general assignment for convenience the benefit of creditors; or B. In the event that all or substantially all of the assets of LICENSEE or its successor-in-interest are seized or attached in conjunction with any action brought against it by either Party a third party creditor and such attachment is not contested by providing LICENSEE within thirty (30) days’ prior . 11.3 This Agreement may be terminated effective upon thirty (30) calendar days written notice from LICENSOR and the failure of LICENSEE to cure any breach or default prior to the other Party.expiration of the thirty-day notice period in any of the following circumstances: 9.3 Without prejudice A. In the event LICENSEE becomes insolvent, or shall cease to carry on its business in the normal course, or withdraws its products or services from the market for 90 days or more without explanation or commitment acceptable to LICENSOR to reenter the market; or B. In the event there is a transfer or sale of LICENSEE's business purporting to transfer or assign this Agreement and/or the LICENSED TECHNOLOGY to any other rights party that does not have at least the same or remedies to which We or You may be entitled, either party may terminate an Order or greater financial resources as the LICENSEE; or C. Disclosure of confidential information in violation of the confidentiality provisions in Section 8 of this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:agreement; or a. is in material breach of any of its obligations under the Agreement or an Order and, in 11.4 In the case of a breach which is capable or default arising from LICENSEE's failure to pay LICENSOR royalties or other costs or expenses pursuant to the Agreement when due and payable, failure to complete the performance requirements of remedySection 5 of this Agreement, fails or from any other material breach or default of this Agreement other than those described in Section 11.2 and Section 11.3, LICENSOR shall have the right, but not the obligation, to remedy such breach within terminate this Agreement upon thirty (30) days notice to LICENSEE. Termination shall become effective upon the failure of LICENSEE to cure such breach or default within such notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionperiod. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 11.5 Upon termination of an Order or this Agreement for any reason: (i) each party , LICENSEE shall not be released from any obligation that has matured prior to the effective date of the termination. LICENSEE may, however, after the effective date of such termination, complete committed projects based on LICENSED TECHNOLOGY or in process as of the time of such termination, provided that LICENSEE is current with existing payment obligations and shall pay to LICENSOR the royalties and other consideration due on such projects as required by this Agreement and shall submit the reports as required. 11.6 Upon the termination of this Agreement, any SUBLICENSEE which has not breached in any material way its sublicense agreement shall be granted the right to receive a license directly from LICENSOR on the same terms and conditions as in the sub-license agreement in effect at the time, granting license rights to the LICENSED TECHNOLOGY. 11.7 Upon the termination of this Agreement, LICENSEE shall immediately cease using and return to the LICENSOR any uncommitted LICENSED TECHNOLOGY, enhancements and all other all papers, materials, Confidential Information documents and other properties information as may have been provided by LICENSOR pursuant to this Agreement, which contain information that is confidential or proprietary to LICENSOR and shall grant back to LICENSOR all of the other held LICENSEE's right, title and interest to all IMPROVEMENTS, with applicable documentation, made by it LICENSEE in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up relation to the date LICENSED TECHNOLOGY. 11.8 Nothing herein shall be construed to limit LICENSOR's legal or equitable remedies in the event of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in a default by LICENSEE and/or subsequent termination of this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement LICENSOR.

Term and Termination. 9.1 Each Order for Services 14.1 The Agreement shall take effect on the Order date continue (and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner subject to earlier termination in accordance with these Termsthe Agreement) until expiry as set out at the front of this Agreement. 9.2 Unless otherwise stated in an Order14.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without without prejudice to any its other rights or remedies to which We or You may be entitledremedies, either party may terminate an Order or this the Agreement with immediate effect without incurring any liability to the other Party by giving notice in writing to the other Party at any time with immediate effect upon written notice time: (a) if the other party: a. is in Party commits a material breach of any of its obligations under the Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, ) fails to remedy such the breach within thirty (30) 14 days of notice of after receiving the breachnon-defaulting Party's request in writing to do so; or b. voluntarily files a petition under bankruptcy (b) if the other Party suffers any event or proceeding in respect of its insolvency law; has a receiver or administrative receiver appointed over it any similar state of affairs. 14.3 The Company may, without prejudice to its other rights or remedies, terminate the Agreement with immediate effect without any incurring any liability to the Supplier by giving notice in writing to the Supplier at any time: (a) if the Supplier or any of its assetsofficers, employees or agents commits any act of bribery described in the Bribery Act 2010; passes a resolution for winding-upor (b) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into commits any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding money laundering offences listed in any applicable jurisdictionthe Public Contract Regulations 2015. 9.4 In 14.4 Following termination of the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience Agreement: (a) the Company’s sole liability in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in respect of the form of allotments/contingents) Supplies shall be non-refundable to pay to the Supplier a fair and We shall be under no obligation reasonable Fee for all Supplies provided to refund to You any such prepaid Service Fees even where as at the satisfaction of the Company before the date of termination You have not yet called off termination, provided that the Supplier submits a valid invoice for such Fees within 60 days after such date; and (b) the Supplier shall deliver up to the Company, or otherwise dispose of at the Company’s direction, all ServicesConfidential Information of the Company in the possession or under the control of the Supplier, any Connected Person, or its or their Personnel. 9.5 14.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party whatever reason shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up not affect either Party’s rights or remedies that have accrued prior to the date of termination; and (iii) neither party shall have any further right . 14.6 On the expiry or obligation with respect to the other except as set out in this Section and in such Sections termination of the Agreement which by their nature would continue beyond for any reason whatsoever: (a) subject to Clause 14.4, the termination, cancellation or expiration relationship of the Agreement Parties shall cease save as (and to the extent) provide for in this Clause 14.6; and (b) the provisions of Clauses 6 (Quality of Supplies and Approvals), 8 (Remedies of the Company), 9 (Intellectual Property) 10 (Liability), 11 (Indemnity), 13 (Data Protection), 16 (Taxation), 16 (Confidentiality), 18 (Freedom of Information and Transparency), 23 (Notices) and 24 (Governing Law and Jurisdiction) and any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in force and effect.

Term and Termination. 9.1 Each Order for Services 8.1 This agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall continue, unless otherwise terminated sooner as provided in accordance with these Terms. 9.2 Unless otherwise stated this clause 8, until expiry of the Initial Term. Thereafter this agreement shall automatically renew, until either party terminates by 3 months notice in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice writing to the other Partyor the Lease has terminated. The parties may vary or extend this agreement in writing. 9.3 8.2 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement agreement without liability to the other at any time with immediate effect upon written notice if if: (a) the other party: a. is in party commits a material breach of any of its obligations under the Agreement or an Order and, in the case terms of this agreement and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or; b. voluntarily files a petition under bankruptcy (b) an order is made or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution is passed for winding-up) 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; (c) the other party makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement or composition with its creditors; ceases , or threaten makes an application to cease to carry on business; or is subject to any analogous event or proceeding a court of competent jurisdiction for the protection of its creditors in any applicable jurisdictionway, or becomes bankrupt; (d) the Service Provider is no longer able to undertake the Service due to change in the regulation regarding the Service Provider’s ability to continue this agreement; (e) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentsf) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementThe Lease is terminated. 9.6 8.3 On termination of an Order or this Agreement agreement for any reason: : (ia) the Service Provider shall immediately cease provision of the Services; (b) each party shall immediately return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; and (c) the accrued rights of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except parties as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the at termination, cancellation or expiration the continuation after termination of the Agreement any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Term and Termination. 9.1 Each Order for Services 8.1 This Agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, continue for ten (10) years unless earlier terminated sooner in accordance with these Termsthis Agreement (the “Term”). 9.2 Unless otherwise stated in an Order, each Order for Services 8.2 This Agreement may be terminated for convenience without cause by either Party by providing thirty (30) daysLICENSOR or the LICENSEE on not less than twelve months’ prior written notice to the other Partyother, or such shorter period as they may agree. 9.3 8.3 Without prejudice affecting any other right or remedy available to it, the LICENSOR may terminate this Agreement with immediate effect by giving written notice to the LICENSEE if: (a) the LICENSEE fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment; or (b) the LICENSEE commits a breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen days after being notified in writing to do so; or (c) the LICENSEE repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or (d) the LICENSEE suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; or (e) the LICENSEE commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the LICENSEE with one or more other companies or the solvent reconstruction of the LICENSEE; or (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the LICENSEE (being a company, limited liability partnership or partnership); or (g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the LICENSEE; or (h) the holder of a qualifying floating charge over the assets of the LICENSEE (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or (i) a person becomes entitled to appoint a receiver over all or any of the assets of the LICENSEE or a receiver is appointed over all or any of the assets of the LICENSEE; or (j) a creditor or encumbrancer of the LICENSEE 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 LICENSEE’s assets and such attachment or process is not discharged within fourteen days; or (k) any event occurs, or proceeding is taken, with respect to the LICENSEE in any jurisdiction to which it is subject that has an effect equivalent or similar to any other rights of the events mentioned in any of Sections 8.3(d) to 8.3(j) (inclusive); or (l) the LICENSEE’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or (m) the LICENSEE suspends or remedies ceases, or threatens to which We suspend or You may cease, carrying on all or a substantial part of its business; or (n) there is a Change of Control of the LICENSEE; or (o) any representation or warranty given by the LICENSEE is found to be entitleduntrue or misleading. 8.4 If, either party pursuant to Section 2.4, LICENSOR determines that the Licensed Technology has not been Commercialized in one or more countries within the Territory to its reasonable satisfaction, it shall give notice of that determination to the LICENSEE and thereafter may terminate an Order the License in respect of such country or this Agreement without liability countries, and/or grant a license to a third party to Commercialise the Licensed Technology on such terms as LICENSOR may determine. Upon notice of such determination being given to the other LICENSEE, the License as it pertains to such country or countries covered by the determination shall end, and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) in connection with such country or countries. 8.5 If the Parties do not, within six (6) months of the date of approval by the U.S. Food and Drug Administration of the Licensed Product, enter into a written agreement for the manufacture and supply of Licensed Product to the LICENSEE relating to Regulatory Approvals and Commercialization on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has been formed by that time). 8.6 If ASEP and Seaspring do not, within six (6) months of the breach; or b. voluntarily files Effective Date, enter into a petition under bankruptcy or insolvency law; written shareholders agreement with respect to the ownership, control and funding of LICENSEE on mutually acceptable terms, then, at any time thereafter, LICENSOR may terminate this Agreement with thirty (30) days written notice to the other Parties in existence at the time of giving the written notice (including LICENSEE if it has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to been formed by that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictiontime). 9.4 In the event We terminate an Order pursuant to Section 9.3 8.7 Upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: , the following terms shall apply: (ia) each party the License shall end and LICENSOR, its Affiliates and SUBLICENSEEs shall immediately return to cease all use and Commercialization of Licensed Products and all use of the Licensed Technology (including through any Representatives) and any other all papers, materials, related Confidential Information of LICENSOR; and (b) Articles 1, 5, 9, 10 and other properties of the other held by it in connection with the performance of the Services; (ii) You 11, and Sections 2.7(b), 3.6, 3.7, 4.1, 4.3, 7.3(b), 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, and 8.5, shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement survive.

Term and Termination. 9.1 Each Order for Services 6.1 This Agreement shall take effect commence on the Order date Effective Date and remain shall continue to be in effect until the expiration of the Term of any agreed end applicable Order Form (or until all Services have been provided, if later) unless otherwise terminated as provided in this section. 6.2 Each Subscription purchased under an Order Form shall commence on the date specified in the Order or until all Services under such Form and shall continue for the Initial Subscription Term (also referred to as “Initial Term”) set out in the Order have been providedForm. Thereafter, unless terminated sooner stated otherwise in the applicable Order Form, the Subscription shall automatically renew for successive periods of twelve (12) months (or such other period as specified in the applicable Order Form) (each a “Renewal Term” and collectively the “Term”), unless either Party terminates with not less than three (3) months’ written notice prior to the end of the Initial Subscription Term or relevant Renewal Term or otherwise terminates in accordance with these Termsthe provisions of this section. At the end of the Term, Customer’s access and use of the Services shall automatically terminate. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 6.3 Without prejudice to any other rights or remedies to which We or You the Parties may be entitled, either party Party may terminate an Order or this Agreement or an applicable Order Form without liability to the other at any time with immediate effect upon written notice if the other partyParty: a. 6.3.1 is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. voluntarily files 6.3.2 files, or has filed against it, a petition under of bankruptcy or insolvency lawinsolvency, and the petition is not vacated within sixty (60) days being filed; has or shall have a receiver or administrative receiver appointed over it or any of its assets; passes or shall pass a resolution for winding-up) up or a court dissolution of competent jurisdiction makes the business affairs of an order to that effectentity; becomes or if the other Party shall become subject to an administration order; enters order or shall enter into any voluntary arrangement with its creditors; ceases creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 6.4 On termination or expiration of this Agreement or an applicable Order Form for any reason, (i) Customer’s rights of use granted under this Agreement (or under the event We terminate an applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation Form in the form case of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an individual Order or this Agreement for any reason: (iForm only) each party shall immediately return to terminate and Customer shall immediately cease the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance use of the Services; (ii) You Customer shall promptly pay Us for all Services provided and Fees and expenses fees due up or to become due through the effective date of termination in respect of the Services that are subject to termination; and (iii) neither party Provider shall have refund on a pro-rata basis any further right or obligation with respect fees paid by Customer in advance for the Services that are subject to termination for any period following the other except as set out in this Section and in such Sections effective date of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 19.1 This Agreement shall take effect commence on the Order date Commencement Date and remain in effect until any agreed end date specified in shall, subject to Clause 19.2 below, continue for the Order or until all Services under such Order have been provided, unless terminated sooner Minimum Agreement Period and thereafter in accordance with these TermsClause 19.3 below. 9.2 Unless otherwise stated 19.2 Where you accept any new Order Form after the Commencement Date in an Orderaccordance with Clause 3.2 above both You and Bluecoat agree that this Agreement (and any prior Order Form accepted by You under this Agreement) shall terminate with immediate effect and shall be replaced by a new Agreement as described in the most recent Order Form. 19.3 At the end of the Minimum Agreement Period and any Extended Period(s) that follow, each Order this Agreement shall automatically renew and, subject to Clauses 3.5 and 12.3 above extend for Services may be terminated for convenience by a (further) Extended Period unless either Party by providing thirty party has served a Notice of Termination of this Agreement on the other side, in which case the Term shall terminate on the later of (30i) days’ prior written notice the end of the Minimum Agreement Period and (ii) the date 12 months after the date on which the Notice of Termination was served. 19.4 In addition to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledprovisions for termination as herein provided, either party may terminate an Order or this Agreement without liability by notice In Writing to the other at terminate this Agreement if any time with immediate effect upon written notice of the following events shall occur: 19.4.1 if the other party: a. party is in material breach of any term, condition or provision of its obligations under the this Agreement or an Order and, in required by the case of a breach which is capable of remedy, applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the party not in breach; 19.4.2 if the other party, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts; or 19.4.3 the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency ▇▇▇ ▇▇▇▇, or (being a partnership) has any partner to whom any of the foregoing apply; or 19.4.4 the other party (being an individual) is the subject of a bankruptcy petition or order. 19.5 In addition to the provisions for termination as herein provided, Bluecoat may by notice In Writing to You terminate this Agreement if You fail to pay any Fees within a period of thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over from it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionbecoming due. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order a. The initial term of this Agreement will be for Services shall take a period of eight (8) years following the Effective Date. Unless notice of termination is given by either party at least 120 days prior to the scheduled termination date, this Agreement will continue in effect beyond the initial term, in successive one-year terms. Notwithstanding any number of renewals, this Agreement is a fixed term agreement and not an agreement of indefinite term. Nothing contained in this Agreement creates any express or implied obligation on either party to renew or extend this Agreement or to create any right to continue this Agreement on the Order date same terms and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsconditions. 9.2 Unless otherwise stated in an Order, each Order for Services b. Either party may be terminated for convenience terminate this Agreement without liability by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is in filed by or against the other and such petition is not dismissed within sixty (60) days after it has been filed or the other commits a material breach of any of its obligations under the Agreement or an Order andhereunder. However, in the case of a any such breach which is capable of remedybeing cured, fails neither party will terminate this Agreement unless and until the other will have failed to remedy make good such breach default within thirty ninety (3090) days after it will have been served with a written notice requiring that such default be made good and stating its intention to terminate the Agreement if compliance with the notice is not met; provided, however, that Subscriber Product deficiencies described in Section 4.a.2 will not give rise to the termination remedy in this Section 17b. The termination of notice this Agreement will not affect or prejudice any provisions of this Agreement, which are expressly or by implication provided to continue in effect after such termination. c. Upon termination of this Agreement as a result of a material, uncured breach by Clearwire: (i) Motorola is relieved of any obligations to make any additional shipments and may cancel all of Clearwire's unshipped orders for Subscriber Products, regardless of previous acceptance by Motorola of those orders, and Motorola has no obligation or liability to Clearwire or any other parry in connection with such cancellations; (ii) all outstanding invoices to Clearwire and other amounts due to Motorola from Clearwire become immediately due and payable, and each invoice not yet submitted to Clearwire for Subscriber Products shipped prior to termination will be due and payable immediately upon submission of the breachinvoice to Clearwire; or b. voluntarily files (iii) Clearwire will immediately discontinue any use of all Motorola names and trademarks in association with the Subscriber Products, as well as any other combination of words, designs, trademarks or trade names that would indicate that Clearwire is or was an authorized distributor of the Subscriber Products; and (iv) within 30 days after termination, Clearwire will deliver to a petition under bankruptcy location Motorola will specify all Motorola property, including all equipment, customer data, software items, catalogs, drawings, designs, engineering photographs, samples, literature, sales aids and any confidential business information and trade secrets of Motorola in Clearwire's possession, along with all copies of these items. Motorola's acceptance of any order by Clearwire for Subscriber Products after the termination of this Agreement will not be construed as a renewal or insolvency law; has extension of this Agreement, nor as a receiver or administrative receiver appointed over it or any waiver of its assets; passes a resolution for winding-up) or a court termination of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionthis Agreement. 9.4 In d. The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the event We terminate an Order pursuant to Section 9.3 performance by either or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form both parties will so survive the completion of performances and termination of this Agreement, including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination making of any Order shall have no effect on any other Order and all payments due under this Agreement. 9.6 e. On termination of an Order or after January 1, 2009, Motorola may terminate this Agreement upon one year's prior written notice to Clearwire with continued supply of Subscriber Products to Clearwire for any reason: (i) each party shall immediately return a two year period commencing on the termination notice date under the terms of this Agreement. f. Motorola will place the source code for current versions of the Expedience Subscriber Product software owned by Motorola, as well as a copy of the software itself, in escrow, at Clearwire's cost, under terms and conditions that are mutually agreeable to the other all papersParties. The parties agree to promptly enter into good faith, materials, Confidential Information and other properties of commercially reasonable negotiations in an effort to conclude a software escrow agreement within forty-five (45) days after the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Effective Date.

Term and Termination. 9.1 Each Order for Services Section 4.1 This Agreement shall take effect commence on the Order date Effective Date and remain terminate upon the earliest to occur of the following (the “Termination Date”): (a) the third anniversary of the Effective Date; (b) the completion by Cargill of AD Projects resulting in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsProject Commitments signed by Project Candidates covering 50,000 Cow Equivalents. 9.2 Unless (c) termination by a Party, if (i) any court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise stated prohibiting the transactions contemplated in this Agreement, and (ii) such order, decree, ruling or other action shall have become final and non-appealable (each Party hereby agreeing to use its reasonable endeavours have any such order, decree, ruling or other action lifted or rescinded); (d) termination by a Party if the other Party is in default or breach in any material respect of any representation, warranty, covenant or agreement contained herein, and such default or breach is not cured within 30 days after the date notice of such default or breach is delivered by the Party claiming such default or breach to the Party or Parties in default or breach; (e) termination by a Party immediately if the other party becomes insolvent or unable to pay its debts generally when due, has a trustee or receiver appointed for any or all of its assets, makes an Orderassignment for the benefit of creditors, each Order or has a bankruptcy petition filed by or against it, and such petition is not dismissed within 90 days. (f) termination by a Party if the other Party ceases, or threatens to cease, to carry on business; and (g) termination by a Party for Services may be terminated for convenience by either Party by providing any reason upon thirty (30) days’ prior days written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 Section 4.2 In the event We terminate an Order of the termination of this Agreement pursuant to Section 9.3 or You terminate an Order 4.1, this Agreement shall forthwith become void (except for convenience Section 4.3 and Articles VIII, IX and X which shall continue in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) effect), and there shall be non-refundable and We shall be under no liability or obligation to refund to You any such prepaid Service Fees even where as at on the date of termination You have not yet called off all Services 9.5 Termination part of any Order shall have no effect on any other Order under Party with respect to this Agreement. 9.6 On , except that (a) such termination of an Order or this Agreement for any reason: shall not (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties relieve any Party of the other held any liabilities resulting from any breach hereof by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up such Party on or prior to the date of such termination; , or (ii) affect any rights arising hereunder on or prior to the date of such termination or as a result of any breach or termination, and (iiii) neither party Cargill shall have any further right remain entitled to all consideration under Article II for all AD Projects subject to a Project Commitment entered into on or obligation with respect before the Termination Date. Upon termination of this Agreement pursuant to Section 4.1(a) or (b), the parties may wish to enter into successor Agreements subject to terms and conditions mutually agreeable to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Parties.

Term and Termination. 9.1 Each Order for Services 11.1 The Agreement shall take effect on become legally binding when both Parties have signed it. The agreement is hereafter prolonged one year at the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, time unless terminated sooner in accordance with these Termswriting at latest 60 days before the agreement expires. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either 11.2 Either Party by providing thirty (30) days’ prior written notice has the right to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon by giving the other Party a written notice if of the termination, if: (i) the other party:Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven (7) days after being notified to make such payment; or a. is in (ii) the other Party commits a material breach of any of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 14 days of notice of after being notified in writing to do so. Licensee’s failure to forward a report complying with the specifications in Section 5 may be considered such a material breach; or b. voluntarily files (iii) the other Party repeatedly breaches any of the terms of this Agreement in such a petition under manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or (iv) the other Party becomes insolvent or make or seek to make an arrangement with or assignment for the benefit of creditors, or is a party in proceedings in voluntary or involuntary bankruptcy or insolvency law; has liquidation. Licensor shall have the right to terminate this Agreement without liability with immediate effect by giving a receiver written notice of the termination, if Licensee suspends or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten threatens to cease suspend or cease, to carry on business; all or is subject to any analogous event or proceeding in any applicable jurisdictiona substantial part of the Service. 9.4 In 11.3 For the event We terminate an Order pursuant to Section 9.3 sake of clarity it is stated that upon termination or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form expiry of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party reason all licences granted under this Agreement shall immediately return to the other automatically terminate with immediate effect. Sections 5, 6 and 7 shall survive termination or expiry of this Agreement and remain in force until Licensee completes all papers, materials, Confidential Information of its reporting and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in payment obligations based on this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services 12.1 The term of this Agreement shall take effect begin on the Order date and remain in effect until any agreed end date specified Effective Date as stated in the Order or until all Services under such Form and shall continue for a 12 month term (“Service Term”). After the initial Service Term, the Order have been providedForm shall renew for additional 12 month periods (each a Service Term), unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience written notice of non-renewal is received by either Party by providing the other party at least thirty (30) days’ days prior to the next automatic renewal date. Upon renewal, the price is subject to change if the number of workflows required, or access to other features changes. Renewal pricing is also subject to 1) Consumer Price Index or 2) Employment Cost Index Increases. 12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at party fails to pay any time with immediate effect upon written notice if amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other party: a. is in party commits a material breach of any other term of its obligations under the Agreement or an Order and, in the case of a this agreement and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) a period of 30 days of notice of the breachafter being notified in writing to do so; or b. voluntarily files a petition under bankruptcy (c) the other party suspends or insolvency law; has a receiver ceases, or administrative receiver appointed over it threatens to suspend or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry cease, carrying on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant 12.3 Any provision of this agreement that expressly or by implication is intended to Section 9.3 come into or You terminate an Order for convenience continue in accordance with Section 9.2 any prepaid Service Fees (force on or after termination or expiry of this agreement shall remain in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable full force and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementeffect. 9.6 On termination 12.4 Termination or expiry of an Order this agreement shall not affect any rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 12.5 On termination for any reason: (iiia) neither party shall have any further right or obligation with respect all rights granted to the other except as set out Customer under this agreement shall cease; (b) the Customer shall cease all activities authorised by this agreement; and (c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this agreement. 12.6 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Section agreement shall remain in full force and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date and, unless terminated sooner sooner, in accordance with these Termsthe terms hereof, shall remain in force as long as any PATENT is valid in any part of the LICENSED TERRITORY. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to 10.2 In the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, event either party may terminate an Order or this Agreement without liability to shall be in default in the other at any time with immediate effect upon written notice if the other party: a. is in material breach performance of any of its material obligations under hereunder, including but not limited breach of representation or warranty, and if the default has not been remedied within ninety (90) days following the date of receipt of a notice in writing from the other party specifying such default and its claim of right to terminate, the other party may terminate this Agreement by written notice in addition to any other remedies available to it by law or equity 10.3 Either party shall have the right to terminate this Agreement with immediate effect if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent, or enter a corporate reorganization proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership or bankruptcy. 10.4 YORK may voluntarily terminate this Agreement, without cause, at any time on ninety (90) days written notice providing there is no SUBLICENSEE. Termination will take effect immediately at the end of the notice period. If YORK voluntarily terminates within the first three (3) years of the Agreement then YORK covenants that it will not develop, sponsor research or an Order and, market any product in the case LICENSED FIELD for a period of a breach which is capable five (5) years post-termination. In this event, UM and CCMB shall be free to pursue other commercial opportunities related to the ASSETS as they shall solely determine. 10.5 Upon the termination of remedythis Agreement by UM and CCMB under Sections 10.2 or 10.3, fails to remedy such breach within thirty (30or by YORK under Section 10.4, a) days of notice YORK and its AFFILIATES shall make no further use of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over ASSETS. YORK shall discontinue to use and exploit the ASSETS and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it or by UM and CCMB hereunder. YORK shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that YORK does not retain any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncopies thereof. 9.4 In b) UM, CCMB and Inventor shall make no further use of the event We terminate an Order pursuant YORK PATENTS. UM, CCMB and Inventor shall discontinue all use of YORK's INFORMATION and YORK's MATERIAL and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to Section 9.3 it by YORK hereunder. UM, CCMB and Inventor shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that UM, CCMB and Inventor do not retain any copies thereof. 10.6 This Article 10 and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit the fulfillment or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form discharge by each party of allotments/contingentstheir rights and obligations noted below; a) shall be non-refundable and We shall be under no YORK's obligation to refund supply a final report as specified in Article 7.2 of this Agreement. b) UM's right to You any such prepaid Service Fees even where as receive or recover and YORK's obligation to pay amounts accrued at the date of termination You have not yet called off all Services 9.5 Termination under Article 4 of any Order shall have no effect on any other Order under this Agreement. 9.6 On c) YORK's obligation to maintain records and make them available under Section 11.1 of this Agreement. d) The representations, warranties and indemnities under Article 9 of this Agreement. 10.7 The obligations of confidentiality as provided in this Agreement will survive termination of an Order or this Agreement for any reason: a period of five (i5) each party shall immediately return years post termination, except where termination occurs due to default by York under Section 10.2 or the other all papersliquidation, materials, Confidential Information insolvency or corporate reorganization or enter into receivership or bankruptcy as described in Section 10.3 above in which case UM and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party CCMB shall have any no further right or obligation with respect obligations to the other except as set out in this Section YORK, including those under Article 5. 10.8 Notice of termination shall be effectively served on YORK only when written notice of termination is received from both UM and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement CCMB.

Term and Termination. 9.1 Each Order for Services 16.1 This Agreement shall take effect commence on the Commencement Date and each Order date Form shall commence on either the Commencement Date or the Services Commencement Date, as applicable, and shall remain in effect until any agreed end date full force for the Initial Term unless otherwise specified in the Order Form or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms. 9.2 Unless the provisions of this Agreement or of any Order Form as the case may be. Thereafter, this Agreement and, unless stated otherwise stated in an Orderthe relevant Order Form, each Order Form shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement or an Order Form (as the case may be). 9.3 16.2 Without prejudice to any other rights that the Parties have accrued under this Agreement or remedies to which We any of their respective remedies, obligations or You may be entitledliabilities, either party Party may terminate an Order or this Agreement without liability with immediate effect by giving written notice to the other at any time with immediate effect upon written notice if Party if: (a) the other party: a. is in Party commits a material breach of any material term of its obligations under the this Agreement or an Order and, in the case of a and (if such breach which is capable of remedy, remediable) fails to remedy such that breach within a period of thirty (30) days after being notified to do so; (b) the other Party suspends, or threatens to suspend, payment of notice its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the breachInsolvency Act 1986; or b. voluntarily files (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any substantial part of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 16.3 In addition to the event We above, the Supplier may terminate an this Agreement with immediate effect by giving written notice to the Client if the Client breaches it obligations under Clauses 4.8 and 4.9. 16.4 If for any reason a contract between a Third Party and the Supplier relating to the Supplier’s right to use, install, support or provide Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees Form (in whatever form including without limitation in as the form of allotments/contingentscase may be) shall be non-refundable and We automatically terminate, save that where the contract relates to other Services other than that Third Party Service, termination of the Agreement or applicable Order Form shall be under no obligation operate only in so far as it relates to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Third Party Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 16.5 On termination of an Order or this Agreement for any reason: : (a) the Supplier shall immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (i) each party shall immediately return all remaining amounts owing up to the other all papers, materials, Confidential Information and other properties end of the other held by it in connection with Initial Term or the performance of the ServicesSubsequent Term (as applicable); (ii) You shall promptly pay Us for all Services provided and any Licence Fees and expenses due up to the date of terminationas set out under Clause 12.2; and (iii) neither party any termination fees that the Supplier incurs from any of the Third Parties as a consequence of such early termination. The Supplier shall have use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully-paid, fixed term and perpetual licences; (d) for metered Products billed periodically based on usage, the Client must immediately pay for unpaid usage as of the termination date; and (e) each Party shall use reasonable endeavours to return and make no further right or obligation with respect use of any equipment, property, materials and other items (and all copies of them) (“Materials”) belonging to the other except as set out in this Section Party. If the Client fails to do so, then the Supplier may enter the Client’s premises and in such Sections take possession of the Agreement which by their nature would continue beyond Supplier's Materials. Until the terminationSupplier's Materials have been returned or repossessed, cancellation or expiration of the Agreement Client shall be solely responsible for its safe keeping.

Term and Termination. 9.1 Each Order for Services 7.1 This Agreement shall take effect on the Order date Effective Date and remain continue in effect until any agreed end date specified force for the Initial Service Term described in the Order or until all Services under such Order have been providedService Detail, unless terminated sooner in accordance with these Termswhich will be calculated from the Billing Commencement Date. 9.2 Unless otherwise stated 7.2 For the avoidance of doubt, any termination by the Customer of its obligation under this Agreement during the Initial Service Term shall, in addition to constituting a material breach of this Agreement, shall entitle MFN to levy an Orderearly termination fee (“Termination Fee”) equal to: 7.2.1 in the event that the Service is terminated prior to the Service Commencement Date, each Order the Customer shall be liable for Services all Call Charges, Usage Charges and NRC; plus three times the Monthly Fee for 3 (three) months; or 7.2.2 in the event that a Service is terminated subsequent to the Service Commencement Date, 100% of the MRC for the remainder of the Initial Service Term. 7.3 Either Party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement: 7.3.1 subject to the provisions of the Service Detail, on at least 30 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevant Initial Service Term; 7.3.2 immediately by notice if if, in relation to the Service, the other party: a. is in Party has committed a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is incapable of remedy; 7.3.3 immediately by notice if, in relation to the Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.3.4 immediately by notice if, in relation to the Service, a petition under bankruptcy or insolvency law; Force Majeure Event subsists for a continuous period exceeding three (3) months; 7.3.5 if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to any analogous event acts or proceeding in proceedings under any applicable jurisdictionforeign law, or commences business rescue proceedings. 9.4 In 7.4 If Customer violates clause 8.6.2, MFN may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify MFN that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .clause

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect on be deemed to have come into force upon the Order date beginning of the Contract Period and remain shall continue in effect until any agreed end date specified in for the Order or until all Services under such Order have been provided, full duration of the Contract Period unless sooner terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthe provisions of this Article. The parties hereto may, each Order however, extend the term of this Agreement for Services additional periods as desired under mutually agreeable terms and conditions which the parties reduce to writing and sign. Either party may be terminated for convenience by either Party by providing thirty terminate this agreement upon ninety (3090) days’ days prior written notice to the other Partyother. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, 10.2 In the event that either party may terminate an Order or this Agreement without liability to the other at hereto shall commit any time with immediate effect upon written notice if the other party: a. is in material breach of or default in any of its obligations under the Agreement terms or an Order andconditions of this Agreement, in the case of a breach which is capable of remedy, fails and also shall fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order other party to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) such effect and such termination shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where effective as at of the date of termination You have not yet called off all Servicesthe receipt of such notice. 9.5 10.3 Termination of this Agreement by either party for any Order reason shall have no effect on any other Order under not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement pursuant to Articles 8 and 9. No, termination of this Agreement, however effectuated, shall release the parties hereto from their rights and obligations under Articles 4.3, 5, 6, 10.4, or 12. 9.6 On 10.4 Forthwith upon the termination of an Order or this Agreement for any reason: (i) each party Agreement, the Recipient shall immediately return cease to use the other all papers, materials, Provider’s Confidential Information in any manner whatsoever and other properties upon the written request of the other held by it in connection with the performance of the Services; (ii) You Provider shall promptly pay Us for all Services provided and Fees and expenses due forthwith deliver up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections Provider all of the Agreement which by their nature would continue beyond Provider’s Confidential Information in the terminationRecipient’s possession or control, cancellation together with a certificate certifying that no copies have been made or expiration of the Agreement retained.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13 or 14, this Agreement shall continue in force in each country of the world, until expiry of the last to expire of a period of fifteen (15) years from the date of First Commercial Sale or until expiry of the last Valid Claim, whichever is later always provided that this Agreement shall terminate before the expiry of the said fifteen (15) year period and after the expiry of the last Valid Claim if Biologics makes publicly available the Materials and the Materials Know-How. 9.2 Unless otherwise stated 10.2 Licensee may terminate this Agreement by giving sixty (60) days notice in an Order, each Order for Services writing to Biologics. 10.3 Either Biologics or Licensee may be terminated for convenience terminate this Agreement forthwith by either Party by providing thirty (30) days’ prior written notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty sixty (3060) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay 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 breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee directly or indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within any of the Patent Rights or any of the claims thereof Biologics shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement is subject terminated for any reason any and all licences granted hereunder shall terminate with effect from the date of termination and Licensee shall destroy all Materials, Cell Lines and Product forthwith and shall certify such destruction immediately thereafter in writing to any analogous event Biologics. 10.6 Termination for whatever reason or proceeding expiration of this Agreement shall not affect the accrued rights of the parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination You have not yet called off termination. The right to recover damages against the other and all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or provisions which are expressed to survive this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information remain if full force and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement effect.

Term and Termination. 9.1 Each Order 11.1 The duration of this Agreement shall be for Services a period of from the Effective Date. Thereafter, this Agreement shall take effect on be automatically Ciralight Global, Inc. International Distribution Agreement renewed, at the Order date same terms and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedconditions, for additional, successive periods of one (1) year each, unless terminated sooner by either party in accordance with these Termsthe provisions of Article 11.2 - 11.34 below. 9.2 Unless otherwise stated in an Order, each Order for Services 11.2 This Agreement may be terminated for convenience at any time by the Corporation immediately upon written notice to the Distributor in the event that after the date hereof: (a) Distributor breaches its covenants of exclusivity set forth in Article 9 hereof; (b) The Distributor fails to comply with the applicable laws and regulations in the Territory, pursuant to section 6.7 above, and such failure has or may have a material adverse affect on the distribution and sale of the Products pursuant to this Agreement; (c) The Distributor fails to achieve the minimum purchase requirements set forth in Article 8 hereof (and subject to the terms of said Article); (d) The Distributor fails to comply with the price and payment term provisions set forth in Article 4 hereof, unless such failure has been remedied by the Distributor within a period of 14 days following receipt of a written notice from the Corporation; or 11.3 Anything in section 11.1 or 11.2 above to the contrary notwithstanding, in the event that the Corporation breaches any of its delivery obligations herein contained, the Distributor shall be entitled to forthwith terminate the relevant order/s and any other outstanding order/s or this Agreement as a whole. 11.4 Anything in section 11.1 or 11.2 above to the contrary notwithstanding, this Agreement may also be terminated at any time by either Party by providing party immediately upon written notice to the other party in the event that after the date hereof: (a) Either party shall suspend or discontinue its business, or shall make an assignment for the benefit of, or composition with, creditors, or shall become insolvent or be unable or generally fail to pay its debts when due, or either becomes in any jurisdiction a party or subject to (voluntarily or involuntarily) any liquidation or dissolution action or proceeding with respect to itself, or to any bankruptcy, , insolvency or other proceeding for the relief of financially distressed debtors is commenced with respect to it, or a receiver, liquidator, custodian or trustee shall be appointed for it, or a substantial part of its assets (and with respect to any involuntary action or proceeding, an order entered in the proceeding is not dismissed within thirty (30) days’ prior written notice ) or it shall take any action to the other Party. 9.3 Without prejudice to any other rights effect or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is indicates its acquiescence in material breach of any of its obligations under the Agreement foregoing; Ciralight Global, Inc. International Distribution Agreement (b) A change in control of Distributor takes place. For the purposes of this agreement, "control" shall mean possession, directly or an Order andindirectly, in of power to direct or cause the case direction of a breach which is capable management or policies (whether through ownership of remedysecurities or partnership or other ownership interest, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy by contract or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .otherwise);

Term and Termination. 9.1 Each Order 1. The Term of this Agreement shall commence upon the Effective Time and shall extend, without interruption except to the extent otherwise expressly provided in this Agreement, to and including a date that is ten (10) years from the Effective Time. Thereafter the Agreement shall automatically renew for Services consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof. 2. Notwithstanding anything herein to the contrary, if Camping World or CWI, on the one hand, or Insurer, on the other hand, fails to perform any of its obligations under this Agreement and such breach is material, the other party may deliver a written notice (a "Notice of Breach") describing such violation or nonperformance in reasonable detail. The breaching party shall have thirty (30) days in which to cure the violation or non-performance described in the Notice of Breach; and if such party does not cure such violation or non-performance as aforesaid, the party delivering the Notice of Breach may terminate this Agreement upon a further thirty (30) days' written notice to the other party which termination shall take effect on the Order date 30th day after delivery of such second notice. For the avoidance of doubt, (and remain in effect until addition to or in place of delivery of notice of such termination), the non-breaching party may pursue at law or at equity any agreed end date specified in other rights or remedies (including specific performance) for any failure by the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsother party to perform any of its obligations hereunder. 9.2 Unless otherwise stated 3. Notwithstanding anything herein to the contrary, if Camping World or CWI reasonably determines that Insurer is performing its duties hereunder in an Ordera manner that has a material adverse effect on the business or goodwill of Camping World or CWI or any of their subsidiaries, each Order for Services or if Insurer reasonably determines that Camping World or CWI is performing its duties in a manner that has a material adverse effect on the business or goodwill of Insurer, Camping World or Insurer, as the case may be terminated for convenience by either Party by providing be, may deliver a written notice (a "Notice of Injury") describing the acts and adverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days’ prior days in which to change the manner in which it performs such duties so as to eliminate the material adverse effect. If the party receiving any such Notice of Injury fails to make changes to eliminate such defect, the party delivering the Notice of Injury may terminate this Agreement upon thirty (30) days written notice to the other Partyparty. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect (13.1) This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Order date Commencement Date and remain in effect shall continue for the Subscription Term and, thereafter, this agreement shall continue until any either party provides the other party with one (1) month written notice of termination, unless otherwise agreed end date specified in the Order Form: (13.2) Without affecting any other right or until all Services under such Order have been providedremedy available to it, unless terminated sooner in accordance either party may terminate this agreement with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at party fails to pay any time with immediate effect upon written notice if amount due under this agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment; (b) the other party: a. is in party commits a material breach of any other term of its obligations under the Agreement this agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 20 days after being notified in writing to do so; (30c) days the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ; (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the breachother party; (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(c) to clause 13.2(i) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or b. voluntarily files a petition under bankruptcy (l) any warranty given by Avari Solutions Ltd in clause 6.4 of this agreement is found to be untrue or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionmisleading. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents13.3) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement agreement for any reason: : (ia) all licences granted under this agreement shall immediately terminate; (b) each party shall immediately return make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other all papers, materials, Confidential Information and other properties party; (c) Avari Solutions Ltd may in its discretion destroy or otherwise dispose of any of the other held by it Customer Data in connection with the performance its possession. (d) any rights, remedies, obligations or liabilities of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 14, this Agreement shall continue in force in each country of the world, until expiry of the last Valid Claim, or for so long as the System Know-How and/or CDACF Version 8 Know-How is identified and remains secret and substantial, whichever is later. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Licensee may be terminated for convenience terminate this Agreement by either Party by providing thirty giving sixty (3060) days’ prior written notice in writing to Lonza. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material commits a breach of any of its obligations under the this Agreement or an Order and, which in the case of a breach which is capable of remedy, fails to remedy such breach shall not have been remedied within thirty (30) days of the receipt by the other of a notice identifying the breach and requiring its remedy. 10.3.2 if the other is unable to pay 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 breach; or b. voluntarily files relevant party under this Agreement) or compounds with or convenes a petition under bankruptcy meeting of its creditors or insolvency law; has a receiver or administrative receiver administrator appointed over it all or any part of its assets; passes assets or takes or suffers any similar action in consequence of a resolution debt, or ceases for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; . 10.4 If at any time during this Agreement Licensee knowingly, directly or indirectly, opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza)=or disputes or knowingly, directly or indirectly, assists any third party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement expires or is subject to terminated for any analogous event or proceeding in reason any applicable jurisdiction. 9.4 In the event We and all licences granted hereunder shall terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at effect from the date of termination You have not yet called off and Licensee shall destroy all Services 9.5 Termination Vectors, Cell Lines forthwith and shall certify such destruction immediately thereafter in writing to Lonza provided that Licensee shall be entitled to sell any Product in its sole discretion remaining in its possession or control at the time that termination becomes effective, provided that such sales shall be completed within six (6) months of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; expiry or termination of this Agreement and any stocks of Product still remaining shall be destroyed (iii) neither party with an appropriate written certificate of such destruction being immediately sent to Lonza). Licensee shall have any further right or obligation pay Lonza the royalties in respect of such sales in accordance with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Clause 6.

Term and Termination. 9.1 Each Order 1. The Term of this Agreement shall commence upon the Effective Time and shall extend, without interruption except to the extent otherwise expressly provided in this Agreement, to and including a date that is ten (10) years from the Effective Time. Thereafter the Agreement shall automatically renew for Services consecutive ten (10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof. 2. Notwithstanding anything herein to the contrary, if Camping World or CWI, on the one hand, or Insurer, on the other hand, fails to perform any of its obligations under this Agreement and such breach is material, the other party may deliver a written notice (a "Notice of Breach") describing such violation or nonperformance in reasonable detail. The breaching party shall have thirty (30) days in which to cure the violation or non-performance described in the Notice of Breach; and if such party does not cure such violation or non-performance as aforesaid, the party delivering the Notice of Breach may terminate this Agreement upon a further thirty (30) days' written notice to the other party which termination shall take effect on the Order date 30 day after delivery of such second notice. For the avoidance of doubt, (and remain in effect until addition to or in place of delivery of notice of such termination), the non-breaching party may pursue at law or at equity any agreed end date specified in other rights or remedies (including specific performance) for any failure by the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsother party to perform any of its obligations hereunder. 9.2 Unless otherwise stated 3. Notwithstanding anything herein to the contrary, if Camping World or CWI reasonably determines that Insurer is performing its duties hereunder in an Ordera manner that has a material adverse effect on the business or goodwill of Camping World or CWI or any of their subsidiaries, each Order for Services or if Insurer reasonably determines that Camping World or CWI is performing its duties in a manner that has a material adverse effect on the business or goodwill of Insurer, Camping World or Insurer, as the case may be terminated for convenience by either Party by providing be, may deliver a written notice (a "Notice of Injury") describing the acts and adverse effects in reasonable detail. The party receiving the Notice of Injury shall have thirty (30) days’ prior days in which to change the manner in which it performs such duties so as to eliminate the material adverse effect. If the party receiving any such Notice of Injury fails to make changes to eliminate such defect, the party delivering the Notice of Injury may terminate this Agreement upon thirty (30) days written notice to the other Partyparty. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for 7.1. This Master Services Agreement shall take effect on from the date signature date hereof, and in respect of each Service, the date the Customer Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner is accepted by HUGE in accordance with Clause 2.2, or the date the Customer first uses a Service, whichever of these Termsis earlier, and shall continue in force unless and until terminated in accordance with this Clause 7. 9.2 Unless otherwise stated in an 7.2. Either Party may terminate a Service: 7.2.1. Subject to the provisions of a Customer Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior on at least 90 days written notice to the other Party. 9.3 Without prejudice to any other rights take effect on or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written after expiry of the relevantInitialService Term; 7.2.2. immediately by notice if if, in relation to that Service, the other party:Party hascommitted a materialbreach which is incapable of remedy; a. is 7.2.3. immediately by notice if, in relation to that Service, theother Partyhascommitted a material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, but which it fails to remedy toremedy within ten (10) Business Days of having been notified of such breach within thirty (30) days of notice of the breach; or b. voluntarily files 7.2.4. immediately by notice if, in relation to that Service, a petition Force Majeure Event subsists for a continuous period exceeding three (3) months. 7.3. Either Party may terminate the Agreement immediately upon notice: 7.3.1. in the event of a material breach by the other, which has application to all Services then provided under bankruptcy or insolvency law; this Agreement, and which is incapable of remedy; 7.3.2. in the event of a material breach by the other, which has application to all Services then provided under thisAgreement,and whichiscapableof remedy,but which such other fails to remedy within ten (10) Business Days of having been notified of such breach; 7.3.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its assets; undertaking or assets or passes a resolution for winding-upwinding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; effect or if the other becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; , or undergoes or is subject to anyanalogousacts or proceedingsunder any analogous foreign law; 7.3.4. in the event or proceeding in of a Force Majeure Event, which has application to allServices thenprovidedhereunder, and which subsists for a continuous period exceeding three (3) months; or 7.3.5. where, after expiry of any applicable jurisdictionInitial Service Term(s), no Services have been provided under this Agreement for a continuous period exceeding three (3) months. 9.4 In 7.4. HUGE may terminate the Agreement (or a specific Service) immediately by notice if a suspension of a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2) consecutive months. 7.5. If HUGE has reasonable grounds to consider that there has been a violation of Clause 8.6.2, HUGE may notify the Customer and require it to remedy the violation in the event We terminate of an Order pursuant incident involving a violation of public law or regulation or an imminent threat to Section 9.3 the IP Network, immediately; or You terminate an Order for convenience in all other cases, within forty-eight (48) hours. If the Customer fails to notify HUGE that such a remedy has been effected in accordance with Section 9.2 any prepaid Service Fees this Clause 7.5 or if HUGEreasonably determinesthattheviolationiscontinuing or islikely to occur again, HUGE may terminate this Agreement (in whatever form including without limitation in the form of allotments/contingentsor relevant Service) shall be non-refundable and We shall be under no obligation immediately upon notice to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this AgreementtheCustomer. 9.6 On termination 7.6. Notwithstanding the provisions of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papersClauses 7.2 and 7.3, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of HUGE may terminate the Agreement which by their nature would continue beyond (or the termination, cancellation or expiration of the Agreement .relevant Service) on five

Term and Termination. 9.1 Each Order for Services 13.1 Subject to the Front Sheet (if any), this agreement shall take effect commence on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedshall, unless sooner terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderits terms, continue for the Term and thereafter renew automatically for successive terms of equivalent duration (each Order for Services may be a "Renewal Term") unless and until terminated for convenience by either Party by providing thirty (30) days’ prior party giving written notice to that effect (such notice to expire at the end of the Term or any subsequent Renewal Term only). 13.2 Either party may terminate this agreement, at any time, by giving the other Partywritten notice if: (a) the other materially breaches any term of this agreement and it is not possible to remedy that breach; (b) the other materially breaches any term of this agreement and it is possible to remedy that breach, but the other fails to do so within 7 days of being requested in writing to do so; or (c) the other becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so. 9.3 13.3 Without prejudice to clause 13.2, Tyk may, in addition, and without liability, terminate this agreement, or alternatively, may suspend access to and use of any other rights or remedies to which We or You may be entitledSoftware and/or the Service, either party may terminate an Order or this Agreement without liability to by giving the other at any time with immediate effect upon Customer written notice if the other partyif: a. (a) any invoiced amount (not then- currently being disputed in good faith) is outstanding beyond the due date for payment; (b) any provision of clause 4 is breached; (c) any provision of clause 9 is breached or suspected of being breached; and/or (d) the Customer is in material persistent or repeated breach of any of its obligations under this agreement (whether or not it is the Agreement same obligation that is breached and whether or an Order andnot such breaches are remedied). 13.4 In relation to suspensions under clause 13.3(a), access to the Service will be restored promptly after ▇▇▇ receives payment in full and cleared funds. 13.5 Fees shall remain payable during any period of suspension notwithstanding that the case Customer may not have access to the Software and/or Service. 13.6 Customer agrees that Tyk at its sole discretion, has the right (but not the obligation) to delete or deactivate Customer's limitation the Services; account, block Customer's email or IP (b) erase all confidential information from address, or otherwise terminate Customer's its computer and communications access to or use of a breach the Software and/or systems and devices used by it Service (or any part thereof), immediately (including those of any group and without notice, and remove and discard company), or which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding stored in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement Customer Data, for any reason: , electronic form; including, without limitation, if ▇▇▇ believes (ic) each erase all the confidential information that Customer has acted inconsistently with which is stored in electronic form on this agreement. Further, Customer agrees systems and data storage services that Tyk shall not be liable to Customer or any provided by third parties; and third-party shall immediately return for any termination of such access (d) certify in writing to Tyk that it has to the other all papers, materials, Confidential Information and other properties of the other held by it in connection Software and/or Services. The complied with the performance requirements of Customer agrees not to attempt to use the Services; (ii) You shall promptly pay Us this clause 14.3. Software or Services after termination. 14.4 The termination of this agreement for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .12. reason will not affect:

Term and Termination. 9.1 Each Order for Services shall take effect 11.1 This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Order date Effective Date and remain in effect until any agreed end date specified in shall continue for the Order or until all Services under such Order have been providedInitial Term and thereafter for successive Renewal Periods, unless terminated sooner either party gives the other party notice of termination, in accordance with these Termswriting, at equal in length to the Notice Period before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period. 9.2 Unless otherwise stated 11.2 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under this agreement on the due date for payment (b) the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in an Orderwriting to do so; (c) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or (d) there is a change of control of the Customer. 11.3 Without affecting any other right or remedy available to it, each Order for Services either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if: 9.3 Without prejudice (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other rights than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or remedies more other companies or the solvent reconstruction of that other party; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) an application is made to which We court, or You may be entitledan order is made, either for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (e) the holder of a qualifying floating charge over the assets of that other party may terminate has become entitled to appoint or has appointed an Order administrative receiver; (f) a person becomes entitled to appoint a receiver over the assets of the other party or this Agreement without liability a receiver is appointed over the assets of the other party; (g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (h) any event occurs, or proceeding is taken, with respect to the other at party in any time with immediate jurisdiction to which it is subject that has an effect upon written notice if the other party: a. is in material breach of equivalent or similar to any of its obligations under the Agreement or an Order and, events mentioned in the case of a breach which is capable of remedy, fails clause (a) to remedy such breach within thirty clause (30g) days of notice of the breach(inclusive); or b. voluntarily files (i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any substantial part of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 11.4 On termination of an Order or this Agreement agreement for any reason: : (ia) all licences granted under this agreement shall immediately terminate; (b) each party shall immediately return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other all papersparty; (c) any rights, materialsremedies, Confidential Information and other properties obligations or liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided10.1 This Agreement shall, unless otherwise terminated sooner in accordance with these Termsclause 10, come into force on the Effective Date and shall continue for the Initial Term and thereafter this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term) unless: (a) either party notifies the other party of termination, in writing, at least 3 months prior to the expiry of the Initial Term or any Renewal Term, in which case this Agreement will terminate on the expiry of the Initial Term or Renewal Term during which the notice expires; or (b) otherwise terminated in accordance with the terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Either party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement at any time on written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. (a) is in material or persistent breach of any of its obligations under the terms of this Agreement or an Order and, in the case of a and either that breach which is capable incapable of remedy, or the other party fails to remedy such that breach within thirty (30) 30 days of after receiving written notice of the requiring it to remedy that breach; or b. voluntarily files (b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a petition under bankruptcy resolution for its liquidation, administration, winding-up or insolvency law; dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has a receiver an administrative or administrative receiver other receiver, manager, trustee, liquidator, administrator or similar officer appointed over it all or any substantial part of its assets; passes a resolution for winding-up) , or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into or proposes any voluntary composition or arrangement with its creditors; ceases or threaten to cease to carry on business; creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In 10.3 Causeway may terminate this Agreement at any time on written notice to you if you: (a) fail to pay any undisputed sum due to Causeway under this Agreement and such sum remains unpaid thirty (30) days after its due date; (b) shall do or allow to be done any act or omission which may reasonably be considered by ▇▇▇▇▇▇▇▇ to jeopardise any right of Causeway and/or its licensors in the event We terminate an Order pursuant to Section 9.3 Software or You terminate an Order for convenience any part thereof. 10.4 Termination by either party in accordance with Section 9.2 any prepaid Service Fees (the rights contained in whatever form including without limitation in the form of allotments/contingents) clause 10 shall be non-refundable without prejudice to any other rights or remedies of that party accrued prior to termination. 10.5 Upon any termination of this Agreement: (a) all rights and We licences granted to you by Causeway under this Agreement shall be under immediately cease; (b) Causeway may destroy or otherwise dispose of any of the Customer Data in its possession unless ▇▇▇▇▇▇▇▇ receives, no obligation to refund later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to You any of the then most recent back-up of the Customer Data. Causeway shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination termination). You have not yet called off shall pay all Servicesreasonable expenses incurred by ▇▇▇▇▇▇▇▇ in returning of Customer Data; and 9.5 Termination of any Order (c) You shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reasonimmediately pay to Causeway: (i) each party shall immediately return any sums due to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the ServicesCauseway under this Agreement; (ii) You shall promptly pay Us for all Services provided as agreed damages, each Subscription Fee which would have fallen due during the remainder of the Initial Term (had the Agreement not been terminated) and Fees and expenses any other charges due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .and

Term and Termination. 9.1 Each Order for Services 11.1 The Contract shall take effect enter into force on the Order date Commencement Date and remain in effect until any agreed end date unless otherwise specified in the Order or until all Services under Details shall have an initial duration of 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Contract with effect from the end of the then-current period by giving the other party written notice of such Order have been provided, unless terminated sooner in accordance with these Termstermination not less than 60 days before the expiry of the then-current period. 9.2 Unless otherwise stated in an Order, each Order for Services 11.2 The Contract may be terminated for convenience by notice in writing forthwith: 11.2.1 by Autovista, if Customer, having been sent a written reminder, fails to pay any sums payable under the Contract or any other debt due to Autovista within 30 days after the due date; 11.2.2 by either Party by providing thirty (30) days’ prior written notice to party if the other Partycommits any material breach of any term of the Contract (other than one falling within clause 11.2.1) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; 11.2.3 by either party if the other convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); and 11.2.4 by Autovista, if Customer breaches any of the licence terms under this Contract. 9.3 Without 11.3 Any termination of the Contract shall be without prejudice to any other rights or remedies to which We or You a party may be entitled, entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party may terminate an Order nor the coming into or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is continuance in material breach force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination which shall include without limitation clause 7 which shall survive termination of its obligations under the Agreement or an Order and, Contract by either party. 11.4 Within 7 days of the termination of the Contract (which shall include termination of the licence granted pursuant to clause 6.3) Customer shall in the case of Products for use with computer equipment at Autovista’s sole option either return or destroy all such copies of Products in its possession or control and a breach which is capable duly authorised officer of remedyCustomer shall certify in writing to Autovista that Customer has complied with this obligation. 11.5 For the avoidance of doubt, fails to remedy such breach within thirty (30) days of notice no termination of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order Contract (other than by Customer pursuant to Section 9.3 clauses 11.2.2 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents11.2.3) shall be non-refundable and We shall be under no obligation entitle Customer to a refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order Fee paid or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties payable in respect of the other held by it in connection with then current term, but Customer may decide not to continue to receive further Updates for the performance remainder of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement then current term.

Term and Termination. 9.1 Each Order for Services shall take effect .1 The term of this this PO Agreement (the “Term”) will commence on the Order date Effective Date and remain in effect until any agreed will end date on the specified in the Purchase Order or until all Services under such Order have been providedsatisfactory receipt of the last Deliverable by BCIT, whichever is later, unless this PO Agreement is terminated sooner in accordance with these Termsor extended as described herein. 9.2 Unless otherwise stated .2 At any time, BCIT shall have the right to terminate this this PO Agreement without cause on giving at least seven (7) days’ written notice to the Vendor. .3 If a Party breaches its obligations or contravenes any provision in this PO Agreement (the “Defaulting Party”), the other Party may serve written notice of such breach or contravention on the Defaulting Party. If the Defaulting Party does not remedy the breach or cease the contravention within ten (10) days of the date of receipt of such notice, the other Party may, at its sole option, in addition to any and all remedies available under all applicable laws: a) remedy such default or contravention at the expense of the Defaulting Party; and/or b) terminate this PO Agreement immediately by giving written notice of termination to the Defaulting Party. .4 BCIT may terminate this PO Agreement immediately, upon written notice to the Vendor, in the event that: a) the Vendor commits an Orderact of bankruptcy, each Order or becomes insolvent or unable to pay its debts as they become due; b) the Vendor ceases to carry on business as a going concern; c) the Vendor makes an assignment for Services may be terminated the benefit of its creditors, applies to or petitions any tribunal for convenience by the appointment of a custodian, receiver or trustee for itself or any substantial part of its assets, or commences any proceeding with respect to itself under any bankruptcy, reorganization, readjustment of debt, insolvency, receivership, dissolution or liquidation law or statute of any jurisdiction, or if the other Party files any such application or petition, or if such proceeding is commenced against the Vendor; d) either Party by providing becomes subject to an event of Force Majeure, as defined in these Standard PO Conditions, which continues for a period of more than thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-upe) pursuant to Sections 4.1m) or a court 6.2c)v. of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionthese Standard PO Conditions. 9.4 In .5 Upon termination of this PO Agreement: a) such termination shall not operate to limit, reduce, cancel, or otherwise modify any obligations then accrued or unpaid; b) the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance Vendor shall furnish BCIT with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable usual statements and We shall be under no obligation to refund to You any such prepaid Service Fees even where other documents as at the date of termination You have not yet called off all Servicestermination; 9.5 Termination of c) any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return monies owing by one Party to the other shall be paid within seven (7) Business Days, provided that any outstanding monies owed by BCIT to the Vendor shall be set-off against any outstanding monies owed by the Vendor to BCIT; and d) all papers, materialspaper and electronic files, Confidential Information Information, information and other properties documents pertaining to BCIT’s business shall remain the property of the other held by it in connection with the performance of the Services; (ii) You BCIT, and shall promptly pay Us for all Services provided be delivered by the Vendor to BCIT’s office, and Fees no copy, duplication or reproduction of any kind whatsoever shall be made of such paper and expenses due up to electronic files, Confidential Information, information or documents without the date express written consent of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement BCIT.

Term and Termination. 9.1 Each Order for Services shall take effect ‌ 14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Order date Effective Date and remain shall continue thereafter (Subscription Term).‌ 14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement by serving at least 9 calendar months notice in effect until writing on the other party such notice ending at the end of any agreed end date specified in whole year of the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsSubscription Term. 9.2 14.3 Unless otherwise stated ICL is able and willing to undertake the obligations on the Supplier under this agreement and has notified this intent to the Client in an Order, each Order for Services writing within 7 days of ICL receiving notification from the Client that one of the grounds in (a) to (l) below has occurred then without affecting any other right or remedy available to it either party may be terminated for convenience terminate this agreement with immediate effect by either Party by providing thirty (30) days’ prior giving written notice to the other Party.party if:‌ 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to (a) the other at party fails to pay any time with immediate effect upon written notice if amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;‌ (b) the other party: a. is in party commits a material breach of any other term of its obligations under the Agreement this agreement which breach is irremediable or an Order and, in the case of a (if such breach which is capable of remedy, remediable) fails to remedy such that breach within thirty a period of 14 days after being notified in writing to do so; (30c) days the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;‌ (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (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 breachother party; (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;‌ (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3(d) to clause 14.3(j) (inclusive); or b. voluntarily files (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a petition substantial part of its business or operations.‌ 14.4 On termination of this agreement for any reason:‌ (a) all licences granted under bankruptcy this agreement shall immediately terminate and the Client shall immediately cease all use of the System; (b) the Supplier may destroy or insolvency law; has a receiver or administrative receiver appointed over it or otherwise dispose of any of the Client Data in its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience possession in accordance with Section 9.2 any prepaid Service Fees clause 6.7(c), unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as whether or not due at the date of termination You have not yet called off termination). The Client shall pay all Servicesreasonable expenses incurred by the Supplier in returning or disposing of Client Data; and 9.5 Termination of (c) any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order rights, remedies, obligations or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order 12.1 This Agreement commences on and from the date that Transportme notifies You in writing of the acceptance of Your Application Form and continues for Services shall take effect on Term. 12.2 At the Order date and remain in effect until any agreed end date specified in of the Order or until all Services under such Order have been providedInitial Term, this Agreement will automatically renew for successive 12- month periods (each period being a Subsequent Term), unless terminated sooner in accordance either party provides the other party with these Termswritten notice of their intention not to renew the Agreement for a further term at least one month prior to the expiration of the Initial Term or the then-current Subsequent Term (as applicable). 9.2 Unless 12.3 Except as otherwise stated agreed in an Orderwriting, the terms and conditions of each Order for Services Subsequent Term shall be the same as the prior Term, except that the Fees may be terminated for convenience increased by either Party the same amount (if any) of the amount of the CPI increase occurring between the date of the end of the immediately preceding quarter prior to the date of the commencement of the prior Term and the date of the end of the immediately preceding quarter prior to the date of the commencement of the new Subsequent Term. 12.4 Either party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other Party.party if: 9.3 Without prejudice (a) the other party fails to pay in full any other rights or remedies to which We or You may be entitled, either party may terminate an Order or Fees payable under this Agreement without liability to by the due date for payment; (b) the other at party breaches any time with immediate effect upon written notice if material term of this Agreement and such breach is not capable of being remedied; (c) the other party: a. is in party breaches any material breach term of any of its obligations under the this Agreement or an Order and, in the case of a breach which if it is capable of remedybeing remedied, does not remedy that breach within fourteen (14) days after receipt of notice requiring it to do so; or (d) the other party becomes insolvent, has a controller or receiver appointed, enters into liquidation, provisional liquidation or administration, is subject to an arrangement for protection from its creditors, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files comply with a petition under bankruptcy statutory demand, it is otherwise unable to pay its debts when they fall due or insolvency law; has something having a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no similar effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it foregoing happens in connection with the performance party. 12.5 Any termination of this Agreement will be without prejudice to the rights of each party against any other in respect of anything done or omitted to be done in accordance with this Agreement prior to such termination or expiration (as the case may be). 12.6 Upon any termination of this Agreement: (a) Your rights to access and use the Services shall cease; (b) You acknowledge that all access, through the Services; , to the Data and/or Output shall be suspended; (iic) You shall promptly must immediately pay Us for all Services provided Fees due or payable to Transportme under this Agreement ; and (d) You are not entitled to a rebate or refund of any Fees already paid in advance. 12.7 The provisions of clauses 8, 9 and Fees 10, together with this clause 12.7 and expenses due up each other clause, which, by its terms, is intended to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the survive termination, cancellation or expiration shall survive termination of the Agreement this Agreement.

Term and Termination. ‌ 9.1 Each Order for Services This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date. 9.2 For Subscription Plans paid by credit card, this agreement shall, unless otherwise terminated sooner as provided in this Clause 9, continue for the Initial Subscription Period and thereafter shall be automatically renewed for successive Renewal Periods, unless: i. you cancel your subscription through the ‘Billing’ section of our website; or ii. it is otherwise terminated in accordance with these Termsthe provisions of this agreement; 9.3 For Subscription Plans paid by Direct Debit, either party notifies the other party of termination, in writing, at least 7 days before the end of the Initial Subscription Period or any Renewal Period. 9.4 On cancellation under Clauses 9.2 Unless otherwise stated or 9.3, this agreement shall terminate upon the expiry of the applicable Initial Subscription Period or Renewal Period. 9.5 360Science shall be entitled to suspend the Services immediately: i. if you breach any of your obligations under this Agreement; or ii. in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an Orderemergency service or any other competent regulatory authority, each Order for or if the security processes set up to protect the Services are breached in any way. 9.6 360Science may be terminated for convenience terminate this Agreement immediately on notice if you fail to pay any amount due hereunder within 14 days of its due date. 9.7 Either party may terminate this Agreement immediately by either Party by providing thirty (30) days’ prior written notice to the other Partyin the event that any of the following occur:- i. the other party breaches any term of this Agreement and such breach is incapable of remedy or continues for a period of 30 days after notice requiring the same to be remedied has been given by the terminating party to the other party; or ii. an order is made or a resolution is passed for the winding up of the other party, or if a provisional liquidator is appointed in respect of the other party, or if an administration order is made in respect of the other party, or if a receiver is appointed in respect of the other party or all or any of its assets, or if the other party is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Part 1 of the Insolvency Act 1986 in respect of the other. 9.3 Without 9.8 360Science may terminate this Agreement forthwith if you purport to breach Clause 10.4 hereunder. 9.9 Termination of this Agreement shall be without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionterminating party. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services This Agreement shall take effect enter into force on the Order date Effective Date hereof and remain in effect until shall continue, subject to the provisions of this Section 9, for a period of five (5) years from the Launch Date (“Initial Term”). The Initial Term may be extended through written amendments executed between the Parties. Neither Party shall be entitled to make any agreed end date specified in claim or present any legal challenge as a result of the Order expiration or until all Services non-renewal of this Agreement under such Order have been provided, unless terminated sooner in accordance with these Termsthe provisions of this Section 9.1. 9.2 Unless otherwise stated in an Order, each Order for Services may Either Party shall be terminated for convenience by either Party by providing thirty (30) days’ prior entitled to terminate this Agreement upon written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice Party if the other party: a. Party is in material breach of any of its obligations under the Agreement or an Order hereunder for reasons other than Force Majeure and, in the case of a if such breach which is capable of remedycurable, fails to remedy such breach at the end of a period of 60 (sixty) days after receipt of formal notice of breach and demand to cure such breach. 9.3 Either Party shall be entitled to terminate this Agreement upon written notice to the other Party if (a) the other Party is placed in voluntary or compulsory liquidation or falls into bankruptcy or ceases its activities for any reason or (b) the other Party is prevented, in full or in material part, from performing any of its obligations hereunder for reasons of a Force Majeure Event for a period of 3 (three) consecutive months or more or (c) for reasons beyond either Party’s reasonable control, the competent Governmental Authorities refuses to renew the Regulatory Approvals or revokes the Regulatory Approvals or any other license or permit necessary to import, Market or Distribute the Product in the Territory, or (d) if both parties fail to reach an agreement upon mutually acceptable revised prices for the Product pursuant to Section 5.1.k. 9.4 SONOMA may terminate this Agreement with immediate effect by providing written notice: a) in the event that EMS fails to make purchases of Products at least equal to the Minimum Annual Purchase Amount in any Contract Year and to make Product purchases equal at least the Deficit Amount in the 6 month following the end of such Contract Year as provided in Section 5.1(f); b) if two (2) consecutive payments from EMS to SONOMA are delayed by more than 30 (thirty) days after the due date and such payments are not made within thirty 30 (30thirty) days of receipt of SONOMA´s written notice to EMS in respect thereto; c) in the event that any Governmental Authorities takes any action or raises any objection, that prevents SONOMA from supplying and/or exporting the Product into the Territory. In this case, before termination, SONOMA and EMS shall use commercially diligent efforts to remove the objections and, if such efforts are unsuccessful, discuss in good faith an option to manufacture the Product at a Third Party premises selected by SONOMA, or at EMS’ premises. If agreed, EMS and SONOMA shall use good faith efforts to negotiate a mutually agreeable amendment to this Agreement; d) in the event of any unauthorized use of SONOMA´s technical information or Confidential Information, dossiers, registrations or registration documents. 9.5 EMS may terminate this Agreement with immediate effect by providing written notice: a) in the breachevent two (2) Finished Product deliveries are delayed for more than 30 (thirty) days for reasons other than for Force Majeure Event and such delivery is not made within 30 (thirty) days of receipt of EMS’ written notice to SONOMA in respect thereto; b) in the event any Governmental Authorities takes any action or raises any objection that prevents EMS from buying and/or importing the Product in the Territory for a period longer than 6 (six) months; c) in the event the Governmental Authorities require additional development for granting the Marketing Authorization which results in costs higher than the stated on Schedule 4 and if there is no common agreement on how to deal with the exceeding difference; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-upd) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 SONOMA implements any prepaid Service Fees (in whatever form including Change without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementnecessary Governmental Authorities approval. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 11.1 This Agreement shall take effect become effective on the Order Effective Date. Unless sooner terminated as provided for below, this Agreement shall continue in effect, on a country-by-country basis, (a) until the expiration of the last to expire of any Patent Rights or (b) ten (10) years from the date of the first commercial sale in countries where no Patent Rights exist. 11.2 Licensee shall have the right to terminate this Agreement in whole or in part anytime after three (3) years from the Effective Date by giving Northwestern sixty (60) days written notice. 11.3 Subject to Licensee’s right to notice and remain in effect until any agreed end date a cure period as specified in Section 11.7, Northwestern shall have the Order right to terminate or until all Services under such Order have been providedrender this license non-exclusive at any time after three (3) years from the Effective Date if, unless in Northwestern’s reasonable judgment, Licensee has breached any of its obligations hereunder. 11.4 This Agreement shall be terminated sooner immediately and shall be of no further force and effect if Licensee fails to make the payment of the license fee required by Section 1(b) of Exhibit C. 11.5 The provisions of Article III (Confidentiality), Article V (Payments), Article VI (Payments, Reports and Records), Article X (Product Liability) and Article XIII (Dispute Resolution) shall survive termination or expiration of this Agreement in accordance with these Termstheir terms. 9.2 Unless otherwise stated 11.6 If (1) Licensee makes any general assignment for the benefit of its creditors; (2) a petition is filed by or against Licensee, or any proceeding is initiated against Licensee as a debtor, under any bankruptcy or insolvency law, unless the laws then in an Ordereffect void the effectiveness of this provision; or (3) a receiver, each Order for Services trustee, or any similar officer is appointed to take possession, custody, or control of all or any part of Licensee’s assets or property, then Northwestern may be terminated for convenience immediately terminate the license granted by this Agreement upon written notice to Licensee of such termination. 11.7 If either Party breaches any material obligation imposed by providing thirty (30) days’ prior this Agreement, then the other Party may at its option, send a written notice to the Party in breach that it intends to terminate the license granted by this Agreement. If the Party in breach does not cure the breach within ninety (90) days from the notice date, then the other PartyParty shall have the right to terminate the license granted immediately upon the date of mailing of a written notice of termination to the Party in breach. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or 11.8 Upon termination of this Agreement without liability for any cause, nothing herein shall be construed to release either Party of any obligation that has matured prior to the other at any time with immediate effect upon written notice if effective date of such termination. Licensee may, after the other party: a. is in material breach date of any of its obligations under the Agreement or an Order andsuch termination, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over sell all Licensed Products that it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry may have on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as hand at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under termination, provided that it pays the earned royalty thereon as provided in this Agreement. 9.6 On 11.9 In the event of termination for breach by Licensee, Licensee agrees to no longer use any of the Patent Rights or Know-How under which it has been granted a license, and will turn over and assign to Northwestern its Regulatory Approvals and data and material related to price and Regulatory Approvals at no charge with the right to sublicense. 11.10 Upon termination of an Order or this Agreement for Agreement, any reason: (i) each party and all existing sublicense agreements shall be immediately return assigned to Northwestern, and Northwestern agrees to keep them in force to the other all papers, materials, Confidential Information and other properties extent that Northwestern is capable of the other held by it performing as a licensor in connection with the performance place of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Licensee.

Term and Termination. 9.1 Each Order (a) The initial term of this Agreement shall be five (5) years (the "Initial Term"). Unless canceled or terminated pursuant to the terms of this Agreement, this Agreement shall be of a continuing nature and shall automatically renew for Services shall take effect on one-year periods after the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these TermsInitial Term. 9.2 Unless otherwise stated in (b) Either party may cancel this Agreement, without cause, by giving the other party not less than one hundred twenty (120) days written notice of cancellation prior to the effective date of termination. (c) In the event that either party hereto discovers an Orderact of fraud or breach of the Agreement (including material incorporated by reference into this Agreement) by the other party, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior its agents or employees, the non-breaching party shall send written notice to the other Party. 9.3 Without prejudice to any other rights demand that such fraud or remedies to which We or You may breach be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach cured within thirty (30) days of the receipt of such notice. If such fraud or breach is not cured within thirty (30) days after receipt of such notice, the non-breaching party may terminate this Agreement immediately upon delivery of written notice to such effect to the other party. (d) This Agreement shall terminate immediately in the event that there is no insurance policy in place to underwrite the obligations of Butler under the breach; orService Contracts as required under Section 3(a) ▇▇ ▇▇▇s Agreement. b. voluntarily files (e) If at any time during the term of this Agreement either party files, or there is filed against it, a petition under bankruptcy in bankruptcy, either party makes an assignment for the benefit of its creditors or takes advantage of any insolvency law; has , or a receiver or administrative receiver trustee is appointed over for it or any of its assets; passes a resolution for winding-up) property or a court it shall be enjoined from carrying on any part of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into its business, the other party at any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject time thereafter shall have the right, in addition to any analogous event or proceeding in other rights and remedies available to it, to terminate this Agreement on ten (10) days written notice to the recipient party or, if it so elects, to deem and treat this Agreement as terminated effective upon the happening of any applicable jurisdiction. 9.4 of the foregoing events by written notice to such party to such effect. In the event We terminate of any termination under this paragraph, neither the recipient party nor any person claiming through or under such party or by virtue of any statute or of an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 order of any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) court shall be non-refundable and We shall be under no obligation entitled to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order rights under this Agreement. 9.6 On (f) Upon termination of an Order or this Agreement for any reason: (i) each party by either party, all obligations hereunder shall immediately return cease; provided, however, that Butler shall continue to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us serve as obligor for all Services provided and Fees and expenses due up Service Contract▇ ▇▇▇▇ed prior to the date of termination; termination and (iii) neither party shall have any further right or obligation with respect to for which Butler received the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement appropriate Obligor Fee.

Term and Termination. 9.1 10.1 Each Order for Services shall take effect on the Order date Date and remain in effect until any agreed end date specified in the Order or until delivery of all Services under such contemplated by the Order have been providedare completed, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 10.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party You or We may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. 10.2.1 is in material breach of any of its obligations under these Terms or the Agreement or an applicable Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of following notice of the breach; or b. 10.2.2 voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; if the other party becomes subject to an administration order; order or enters into any voluntary arrangement with its creditors; creditors or ceases or threaten threatens to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 10.3 Unless otherwise stated in an Order, each Order may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 10.4 In the event We terminate an Order pursuant to Section 9.3 10.2 or You terminate an Order for convenience in accordance with Section 9.2 10.3 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-non- refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On 10.5 Upon expiry or termination of an Order or this Agreement for any reason: (i) the Order 10.5.1 each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) ; 10.5.2 You shall promptly pay Us for all Services provided and Fees and expenses due up to the the date of termination; and (iii) and 10.5.3 neither party shall have any further right or obligation with respect to the other except as set out in this Section 10 and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Agreement.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless 10.1 Unless terminated sooner earlier in accordance with these Termsthe provisions of this Clause 10 or Clause 13 or 14, this Agreement shall continue in force on a Product-by-Product and country by country basis, until expiry of the obligation to pay payments on such Product in such country as set forth in Clause 5.6. 9.2 Unless otherwise stated 10.2 OncoMed may in an Order, each Order its sole discretion terminate this Agreement at any time for Services may be terminated for convenience by either Party by providing any reason or no reason effective thirty (30) days’ prior written days after notice of such termination is provided in writing to Lonza. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.3 Lonza and OncoMed may each terminate this Agreement forthwith by notice in writing to the other Party.upon the occurrence of any of the following events: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice 10.3.1 if the other party: a. is in material breach of any of its obligations under the Agreement or an Order andmaterially breaches this Agreement, and (in the case of a breach which is capable of remedy, fails to remedy ) such breach is not remedied within thirty sixty (3060) days of the receipt by the other of a notice of identifying the breach; orbreach and requiring its remedy. b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or 10.3.2 If the other ceases for any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease reason to carry on business; , dissolves, liquidates, winds up, or files or is subject petitioned into bankruptcy, liquidation, rehabilitation or dissolution or becomes insolvent or fails generally to pay its debts or obligations or a petition is filed seeking the appointment of or the taking possession by a receiver custodian, trustee or similar official. 10.4 If at any analogous event time during this Agreement OncoMed directly or proceeding indirectly opposes or assists any third party to oppose the grant of letters patent or any patent application within any of the Patent Rights or disputes or directly or indirectly assists any third party to dispute the validity of any patent within any of the Patent Rights or any of the claims thereof Lonza shall be entitled at any time thereafter to terminate all or any of the licenses granted hereunder forthwith by notice to OncoMed. 10.5 If this Agreement is terminated for any reason other than for breach by Lonza, any and all licenses granted hereunder shall terminate with effect from the date of termination and OncoMed shall destroy all Materials forthwith and shall certify such destruction immediately thereafter in writing to Lonza. Product batches in progress at the date of termination and any warehouse supplies shall be sold and payments paid to Lonza within twelve (12) months of the date of termination. 10.6 Termination for whatever reason or expiration of this Agreement shall not affect the accrued rights of the parties arising in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form way out of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where this Agreement as at the date of termination. The following provisions shall survive termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement: Clauses 1, 3, 4, 6.1 (for the period set forth therein), 6.3-6.5, 7.6-7.10, 8, 10.5, 10.6, and 11-17. The right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain if full force and effect.

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect on be deemed to have come into force upon the Order date beginning of the Contract Period and remain shall continue in effect until any agreed end date specified in for the Order or until all Services under such Order have been provided, full duration of the Contract Period unless sooner terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthe provisions of this Article. The parties hereto may, each Order however, extend the term of this Agreement for Services additional periods as desired under mutually agreeable terms and conditions which the parties reduce to writing and sign. Either party may be terminated for convenience by either Party by providing thirty terminate this agreement upon ninety (3090) days’ days prior written notice to the other Partyother. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, 10.2 In the event that either party may terminate an Order or this Agreement without liability to the other at hereto shall commit any time with immediate effect upon written notice if the other party: a. is in material breach of or default in any of its obligations under the Agreement terms or an Order andconditions of this Agreement, in the case of a breach which is capable of remedy, fails and also shall fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order other party to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) such effect and such termination shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where effective as at of the date of termination You have not yet called off all Servicesthe receipt of such notice. 9.5 10.3 Termination of this Agreement by either party for any Order reason shall have no effect on any other Order under not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement pursuant to Articles 8 and 9. No termination of this Agreement, however effectuated, shall release the parties hereto from their rights and obligations under Articles 4.2, 5, 6,10.4, or 12. 9.6 On 10.4 Forthwith upon the termination of an Order or this Agreement for any reason: (i) each party Agreement, the Recipient shall immediately return cease to use the other all papers, materials, Provider’s Confidential Information in any manner whatsoever and other properties upon the written request of the other held by it in connection with the performance of the Services; (ii) You Provider shall promptly pay Us for all Services provided and Fees and expenses due forthwith deliver up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections Provider all of the Agreement which by their nature would continue beyond Provider’s Confidential Information in the terminationRecipient’s possession or control, cancellation together with a certificate certifying that no copies have been made or expiration of the Agreement retained.

Term and Termination. 9.1 Each Order for Services shall take effect on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided10.1 This Agreement shall, unless otherwise terminated sooner in accordance with these Termsclause 10, come into force on the Effective Date and shall continue for the Initial Term and thereafter this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term) unless: (a) either party notifies the other party of termination, in writing, at least 3 months prior to the expiry of the Initial Term or any Renewal Term, in which case this Agreement will terminate on the expiry of the Initial Term or Renewal Term during which the notice expires; or (b) otherwise terminated in accordance with the terms of this Agreement. 9.2 Unless otherwise stated in an Order, each Order for Services 10.2 Either party may be terminated for convenience by either Party by providing thirty (30) days’ prior terminate this Agreement at any time on written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. (a) is in material or persistent breach of any of its obligations under the terms of this Agreement or an Order and, in the case of a and either that breach which is capable incapable of remedy, or the other party fails to remedy such that breach within thirty (30) 30 days of after receiving written notice of the requiring it to remedy that breach; or b. voluntarily files (b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a petition under bankruptcy resolution for its liquidation, administration, winding-up or insolvency law; dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has a receiver an administrative or administrative receiver other receiver, manager, trustee, liquidator, administrator or similar officer appointed over it all or any substantial part of its assets; passes a resolution for winding-up) , or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into or proposes any voluntary composition or arrangement with its creditors; ceases or threaten to cease to carry on business; creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We 10.3 Causeway may terminate an Order pursuant this Agreement at any time on written notice to Section 9.3 you if you: (a) fail to pay any undisputed sum due to Causeway under this Agreement and such sum remains unpaid thirty (30) days after its due date; (b) shall do or You terminate an Order for convenience allow to be done any act or omission which may reasonably be considered 10.4 Termination by either party in accordance with Section 9.2 any prepaid Service Fees (the rights contained in whatever form including without limitation in the form of allotments/contingents) clause 10 shall be non-refundable without prejudice to any other rights or remedies of that party accrued prior to termination. 10.5 Upon any termination of this Agreement: (a) all rights and We licences granted to you by Causeway under this Agreement shall be under immediately cease; (b) Causeway may destroy or otherwise dispose of any of the Customer Data in its possession unless ▇▇▇▇▇▇▇▇ receives, no obligation to refund later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to You any of the then most recent back-up of the Customer Data. Causeway shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such prepaid Service Fees even where as a written request, provided that the you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination termination). You have not yet called off shall pay all Servicesreasonable expenses incurred by ▇▇▇▇▇▇▇▇ in returning of Customer Data; and 9.5 Termination of any Order (c) You shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reasonimmediately pay to Causeway: (i) each party shall immediately return any sums due to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the ServicesCauseway under this Agreement; (ii) You shall promptly pay Us for all Services provided as agreed damages, each Subscription Fee which would have fallen due during the remainder of the Initial Term (had the Agreement not been terminated) and Fees and expenses any other charges due up to the date of termination; and (iii) neither party shall have all reasonable expenses and costs incurred by Causeway or its assignee in enforcing its rights in recovering any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which monies it is correctly owed by their nature would continue beyond the termination, cancellation or expiration of the Agreement you.

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date and, unless terminated sooner sooner, in accordance with these Termsthe terms hereof, shall remain in force as long as any PATENT is valid in any part of the LICENSED TERRITORY. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to 10.2 In the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, event either party may terminate an Order or this Agreement without liability to shall be in default in the other at any time with immediate effect upon written notice if the other party: a. is in material breach performance of any of its material obligations under hereunder, including but not limited breach of representation or warranty, and if the default has not been remedied within ninety (90) days following the date of receipt of a notice in writing from the other party specifying such default and its claim of right to terminate, the other party may terminate this Agreement by written notice in addition to any other remedies available to it by law or equity 10.3 Either party shall have the right to terminate this Agreement with immediate effect if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent, or enter a corporate reorganization proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership or bankruptcy. 10.4 YORK may voluntarily terminate this Agreement, without cause, at any time on ninety (90) days written notice providing there is no SUBLICENSEE. Termination will take effect immediately at the end of the notice period. If YORK voluntarily terminates within the first three (3) years of the Agreement then YORK covenants that it will not develop, sponsor research or an Order and, market any product in the case LICENSED FIELD for a period of a breach which is capable five (5) years post-termination. In this event, UM and CCMB shall be free to pursue other commercial opportunities related to the ASSETS as they shall solely determine. 10.5 Upon the termination of remedythis Agreement by UM and CCMB under Sections 10.2 or 10.3, fails to remedy such breach within thirty (30or by YORK under Section 10.4, a) days of notice YORK and its AFFILIATES shall make no further use of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over ASSETS. YORK shall discontinue to use and exploit the ASSETS and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it or by UM and CCMB hereunder. YORK shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that YORK does not retain any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictioncopies thereof. 9.4 In b) UM, CCMB and Inventor shall make no further use of the event We terminate an Order pursuant YORK PATENTS. UM, CCMB and Inventor shall discontinue all use of YORK's INFORMATION and YORK's MATERIAL and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to Section 9.3 it by YORK hereunder. UM, CCMB and Inventor shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that UM, CCMB and Inventor do not retain any copies thereof. 10.6 This Article 10 and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit the fulfillment or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form discharge by each party of allotments/contingentstheir rights and obligations noted below; a) shall be non-refundable and We shall be under no YORK's obligation to refund supply a final report as specified in Article 7.2 of this Agreement. b) UM's right to You any such prepaid Service Fees even where as at receive or recover and YORK's obligation to pay amounts accrued all the date of termination You have not yet called off all Services 9.5 Termination under Article 4 of any Order shall have no effect on any other Order under this Agreement. 9.6 On c) YORK's obligation to maintain records and make them available under Section 11.1 of this Agreement. d) The representations, warranties and indemnities under Article 9 of this Agreement. 10.7 The obligations of confidentiality as provided in this Agreement will survive termination of an Order or this Agreement for any reason: a period of five (i5) each party shall immediately return years post termination, except where termination occurs due to default by York under Section 10.2 or the other all papersliquidation, materials, Confidential Information insolvency or corporate reorganization or enter into receivership or bankruptcy as described in Section 10.3 above in which case UM and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party CCMB shall have any no further right or obligation with respect obligations to the other except as set out in this Section YORK, including those under Article 5. 10.8 Notice of termination shall be effectively served on YORK only when written notice of termination is received from both UM and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement CCMB.

Term and Termination. 9.1 Each Order for Services 16.1 This Agreement and each Service Specification shall take effect commence on the Order date Commencement Date and shall remain in effect until any full force for the Term unless otherwise agreed end date specified in by the Order Parties or until all Services under such Order have been provided, unless earlier terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Orderthe term of this Agreement. Thereafter, this Agreement and each Order Service Specification shall continue to automatically renew for Services may be terminated for convenience by either a Subsequent Term, unless a Party by providing thirty (30) days’ prior gives written notice to the other Party, not later than ninety (90) days before the end of the Term or the relevant Subsequent Term, to terminate this Agreement. 9.3 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 5.6 and 5.7; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 16.3 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 16.4 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any Licence Fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its Third Parties as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any Third-Party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. 16.5 Save as provided in Clause 16 or elsewhere in this Agreement, or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be entitled to terminate a Service Specification. Termination of a Service Specification shall not by default, terminate other Service Specifications nor this Agreement. 16.6 Termination of any Service Specification shall be without prejudice to any other rights or remedies to which We or You may be entitled, either any party may terminate an Order or have under any other Service Specification. 16.7 Upon termination of this Agreement without liability or a specific Service Specification for any reason the Supplier will provide to the other Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of the applicable Services, in whole or in part, to the Customer or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at any its then current time with immediate effect upon written notice if the other partyand materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: a. is in material breach (a) developing a plan for the orderly transition of the terminated Services from the Supplier to the Customer or the Successor Service Provider; and (b) such other activities upon which the Parties may agree including any non proprietary documents to enable a Successor Service Provider to continue to provide services. 16.8 Upon a termination of its obligations under the Agreement or an Order anda specific Service Specification (as applicable), in the case Supplier shall only retain the Customer Data for a maximum period of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at 3 months from the date of termination You have not yet called off and may delete all Servicessuch copies of its Customer Data after the 3 months period has ended. 9.5 Termination 16.9 The provisions of Clauses 7,8,10,11,12,13,15,16, 17,18 and 20 shall survive termination of any Order shall have no effect on any other Order under Service Specification or this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 6.1 This Agreement shall take effect on the Order date of execution of this Agreement and shall remain in full force and effect until any agreed end date specified in the Order or until all Services under such Order have been provided, for five (5) years unless terminated sooner in accordance with these Termspursuant to Clause 6.2., and shall at the election of Flying Cloud be extendable at any time by means of a written notice to Jurun for a further five (5) years, or such lesser period as determined by Flying Cloud. 9.2 Unless otherwise stated in an Order, each Order for Services 6.2 This Agreement may be terminated for convenience by: (a) Flying Cloud giving written notice to Jurun if Jurun has committed a material breach of this Agreement (including but not limited to the failure by Jurun to pay the Services Fee) and such breach, if capable of remedy, has not been so remedied within, in the case of breach of a non-financial obligation, 14 days, following receipt of such written notice; (b) either Party by providing thirty (30) days’ prior giving written notice to the other PartyParty if the other company becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they come due; (c) either Party giving written notice to the other Party if, for any reason, the operations of Flying Cloud are terminated; (d) the election of Flying Cloud with or without reason. 9.3 Without prejudice 6.3 Any Party electing properly to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without pursuant to Clause 6.2 shall have no liability to the other at Party for indemnity, compensation or damages arising solely from the exercise of such right. The expiration or termination of this Agreement shall not affect the continuing liability of Jurun to pay any time with immediate effect upon written notice if the Upfront Fee or Services Fees already accrued or due and payable to Flying Cloud. Upon expiration or termination of this Agreement, all amounts then due and unpaid to Flying Cloud by Jurun hereunder, as well as all other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have amounts accrued but not yet called off all Services 9.5 Termination of any Order payable to Flying Cloud by Company, shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return forthwith become due and payable by Jurun to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of terminationFlying Cloud; and (iii) neither party Jurun shall have any further right without let or obligation with respect to hindrance transfer or assign the other except copyright for Serica for the PRC as set out in this Section and in such Sections of the Agreement which directed by their nature would continue beyond the termination, cancellation or expiration of the Agreement Flying Cloud.

Term and Termination. 9.1 Each Order for Services 10.1 This Agreement shall take effect on the Order date and remain in effect until any agreed end date specified through August 31, 2005 thereafter shall be renewable upon the mutual agreement of the Parties. 10.2 If either Party defaults in the Order or until all Services under performance of any material obligation hereunder, the non-defaulting Party may terminate this Agreement by written notice specifying the default, which notice shall become effective ninety (90) days after the delivery of notice to the defaulting Party, unless during such Order 90-day period the default shall have been provided, unless terminated sooner in accordance with these Termscorrected by the defaulting Party to the non-defaulting Party's reasonable satisfaction. 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated for convenience by either Party 10.3 ▇▇▇▇▇▇▇▇ shall have the right to immediately terminate this Agreement by providing thirty written notice to Adaytum in the event (30i) days’ prior written all or portions of the ownership rights in the Adaytum Software are transferred or assigned by Adaytum to a third party, (ii) Adaytum discontinues its Adaytum Software, (iii) Adaytum transfers or assigns a material right or obligation under this Agreement, or (iv) a change of control of Adaytum. 10.4 Either Party may terminate this Agreement immediately upon giving notice to the other PartyParty if the other Party is adjudicated as bankrupt, becomes insolvent, suffers permanent or temporary court-appointed receivership of substantially all of its property, makes a general assignment for the benefit of creditors, or suffers the filing of a voluntary or involuntary bankruptcy petition that is not dismissed within forty-five (45) days after filing. 9.3 Without prejudice to 10.5 Upon termination or expiration of this Agreement, each Party shall immediately: 10.5.1 Cease acting in any manner that would suggest a continuing relationship with the other rights or remedies to which We or You Party, except as may be entitledprovided in any surviving separate agreement; 10.5.2 Discontinue any and all use of marks authorized for use under this Agreement, except as necessary for either party may terminate an Order or this Agreement without liability Party to fulfill its obligations to a Client; and 10.5.3 Return to the other at any time with immediate effect upon written notice if Party or destroy the other party:Party's Confidential Information in its possession unless this Agreement expressly provides otherwise. a. is in material breach 10.6 Upon either the expiration of any the term of its obligations under the this Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party reason other than a breach by ▇▇▇▇▇▇▇▇, Adaytum shall immediately return pay to ▇▇▇▇▇▇▇▇ the MAF generated during the Term of this Agreement, as defined in Section 4.2, for a period of *** from the date of the initial license of the Adaytum Software, whichever is later. 10.7 Upon termination of this Agreement by Adaytum due to breach by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall be entitled to the other all papers, materials, Confidential Information and other properties portion of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to MAF earned through the date of termination; . 10.8 Notwithstanding the provisions of this Section 10, each Party may continue to exercise the rights and (iii) neither party shall have any further right or obligation with respect licenses granted hereunder to the other except extent necessary to allow such Party to fulfill its obligations under existing engagement agreements with Clients or included in any proposal to a Client that was outstanding at the time of termination. ▇▇▇▇▇▇▇▇ specifically shall retain the right to use the Adaytum Software for as set out long as necessary to meet any obligations or services that ▇▇▇▇▇▇▇▇ has undertaken. ▇▇▇▇▇▇▇▇ shall also continue to have the right to use and access the Adaytum Software (specifically including Documentation and related technical information and support) to allow ▇▇▇▇▇▇▇▇ to fulfill its obligations to Clients to whom a proposal has been submitted or is in this Section and in such Sections the process of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement being submitted.

Term and Termination. 9.1 Each Order for Services 2.1 This Agreement shall take effect enter into force on the Order date Commencement Date and remain shall continue in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termsforce for a period of [ TBC ] . 9.2 Unless otherwise stated in an Order2.2 Either Party may, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other Party.other, terminate the Agreement in the following circumstances: 9.3 Without prejudice to any other rights or remedies to which We or You may be entitleda) forthwith upon notice in writing , either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach Party shall be unable to pay its debts within the meaning of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice section 570 of the breach; or b. voluntarily files a petition under bankruptcy Companies Act, 2014 or insolvency law; has a receiver have an examiner or administrative receiver appointed over it the whole or any part of its assets; passes a resolution assets or go into liquidation (whether compulsory or voluntary) otherwise than for winding-up) the purposes of amalgamation or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into reconstruction or shall make any voluntary arrangement agreement with its creditors; ceases creditors or threaten to have any form of execution or distress levied upon its assets or cease to carry on business; or ; b) the expiry of 30 days from the date of service of written notice from one Party specifying a breach by the other Party of a material obligation and requiring that the breach is subject to any analogous event or proceeding in any applicable jurisdictionremedied (if capable of remedy), provided that the breach is not remedied during such period; c) the expiry of either Party’s Authorisation. 9.4 In 2.3 If either Party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Agreement that waiver is limited to that particular breach only. 2.4 Notwithstanding any other provision of the event We terminate an Order pursuant Agreement, if a Party fails to Section 9.3 or You terminate an Order for convenience pay a net balance due in accordance with Section 9.2 any prepaid the terms of the Agreement, the invoicing Party reserves the right forthwith upon notice in writing (such notice to be no less than fourteen days advance notice) to: a) restrict or suspend the Service Fees (in whatever form including without limitation in and the form of allotments/contingents) non-breaching Party shall be non-refundable released from its obligation under this Agreement until any balance due is paid without affecting the non- breaching Party’s right to continue to send traffic to the defaulting Party; and/or b) handle only calls that are billed to its own Customers, retain all revenue, and We continue such practice until payment of any outstanding balance due has been paid; and/or c) terminate this Agreement without liability or right to compensation for the defaulting party. 2.5 Upon the termination of this Agreement each Party shall be under no obligation to refund to You any such prepaid Service Fees even where as at the other a fair and equitable proportion of those sums paid to the other Party under this Agreement which are periodic in nature and have been paid for a period extending beyond the date of termination You have not yet called off all Services 9.5 Termination of in order to balance any Order shall have no effect on any other Order under this Agreementover-payment. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services 11.1 This Agreement shall take effect on commence as of the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date and, unless terminated sooner in accordance with these Termsas provided herein, shall continue for the Term. If the Customer seeks to terminate the Agreement during the Term, then no refund would be processed for the unused proportion of the term. 9.2 Unless otherwise stated in an Order11.2 Without affecting any other right or remedy available to it, each Order for Services may be terminated for convenience by either Party may terminate this Agreement with immediate effect by providing thirty (30) days’ prior giving written notice to the other PartyParty if: (i) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ten (10) Business Days after being notified in writing to make such payment; or (ii) if the other Party commits a material breach of any terms of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within ten (10) Business Days after being notified in writing to do so; or (iii) the other Party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof, or suffers an Insolvency Event. 9.3 11.3 Without prejudice to any other rights or remedies hereunder to which We or You siHealth may be entitled, either party may terminate an Order if siHealth knows or this Agreement without liability has reasonable grounds to suspect that the other at any time with immediate effect upon written notice if the other party: a. Customer is acting in material breach of any of its obligations under this Agreement (including failure to pay Subscription Fees), siHealth may notify the Agreement or an Order and, Customer in writing accordingly and may suspend the case of a breach which is capable of remedy, fails to remedy Services until such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy can be remedied or insolvency law; has a receiver or administrative receiver appointed over it or any of until siHealth is satisfied, acting reasonably, that its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionsuspicions are unfounded. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 11.4 On Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: reason (ia) all licences and all the Services granted under this Agreement shall immediately terminate; each party shall immediately return and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to the other all papersParty; and (b) any rights, materialsremedies, Confidential Information and other properties obligations or liabilities of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due Parties that have accrued up to the date of termination; and (iii) neither party shall have , including the right to claim damages in respect of any further right or obligation with respect to the other except as set out in this Section and in such Sections breach of the Agreement which by their nature would continue beyond existed at or before the termination, cancellation date of termination shall not be affected or expiration of the Agreement prejudiced.

Term and Termination. 9.1 Each Order for Services 8.1 The Framework and/or an Agreement shall take effect on the Order date come into force upon execution thereof by both iQU and Publisher and shall remain in effect until terminated as per this section. 8.2 Both Parties are entitled to terminate an Agreement for any agreed end date specified reason in writing, taking into account a notice period of 1 (one) calendar month. For example, if a Party sends a notice of termination to iQU on the 15th of July, the Agreement terminates as per the 1st of September. 8.3 iQU may elect to pause or suspend a Game at any time in which case iQU will inform the Publisher of this request. The effectuation of the pause will commence within 24 hours. During this period, the Agreement is still in effect. 8.4 iQU is entitled to (at its discretion) terminate the Agreement or suspend the Service regarding one or more Games in writing (including through email) for any reason, including without limitation, in the Order event that: (i) iQU considers the Publisher or until all Services under such Order have been provided, unless terminated sooner the content of his website inappropriate in accordance any way; (ii) The Publisher acts fraudulently or illegally in any way or the Publisher tries to influence the Tracking Code on their website or Publisher in any other way breaches any of the provisions of this Agreement; (iii) The Publisher does not comply with these Termsany applicable law or regulation; (iv) at iQU’s sole discretion iQU decides that the Game does not obtain enough Conversions within a period of four (4) weeks. 9.2 Unless otherwise stated in an Order, each Order for Services 8.5 The Agreement may be terminated for convenience by either Party by providing thirty (30) days’ prior upon written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice Party if the other party: a. is in Party breaches any material breach of any of its obligations obligation provided under the Agreement or an Order and, in and the case of a breach which is capable of remedy, breaching Party fails to remedy cure such breach within thirty (30) days the reasonably given remedy period. Either Party may forthwith terminate the Agreement immediately, if the other Party is the subject of notice a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of the breach; or b. voluntarily files a petition under bankruptcy creditors, goes into voluntary or insolvency law; compulsory liquidation, has a receiver or administrative receiver administrator appointed over it the its assets, or if the equivalent of any such events under the laws of any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return relevant jurisdictions occurs to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement Party.

Term and Termination. 9.1 Each Order for Services 12.1 This Agreement shall take effect on the Order date Effective Date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been provided, shall (unless terminated sooner earlier in accordance with these Terms. 9.2 Unless otherwise stated this Agreement) continue in an Orderfull force and effect for the Initial Subscription Term, which is 1 year from the Effective Date, and thereafter shall be automatically renewed for successive periods of 12 months each Order for Services may be (each, a Renewal Period) unless and until terminated for convenience by either Party party by providing thirty (30) daysnot less than 6 months’ prior written notice to the other Partyparty, save that the earliest date on which such notice may take effect is the expiry of the Initial Subscription Term, or, following renewal, the expiry of the relevant Renewal Period. Any Renewal Period shall be deemed included within the duration of this Agreement. 9.3 12.2 Philips may terminate the Services at its own discretion at any time, with a notice period of one month. 12.3 Without prejudice to any other rights or remedies to which We or You the parties may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if if: (a) the other party: a. is in party commits a material breach of any of its obligations under the terms of this Agreement or an Order and, in the case of and (if such a breach which is capable of remedy, remediable) fails to remedy such that breach within thirty (30) 30 days of notice that party being notified in writing of the breach; or b. voluntarily files or (b) an order is made or a petition under bankruptcy resolution is passed for the winding up of the other party or insolvency law; has if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or if such an administrator is appointed or if documents are filed with the court for the appointment of an administrator or if notice of intention 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 administrative receiver appointed over it 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 consequence of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on businessdebt; or is subject (c) the other party ceases, or threatens to any analogous event or proceeding in any applicable jurisdictioncease, to trade. 9.4 In the event We terminate an Order pursuant to Section 9.3 12.4 On expiry or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (ia) each party all licences granted under this Agreement shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .terminate;

Term and Termination. ‌ 9.1 Each Order for Services This Agreement shall take effect commence on the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedEffective Date. 9.2 For Subscription Plans paid by credit card, this agreement shall, unless otherwise terminated sooner as provided in this Clause 9, continue for the Initial Subscription Period and thereafter shall be automatically renewed for successive Renewal Periods, unless: i. you cancel your subscription through the ‘Billing’ section of our website; or ii. it is otherwise terminated in accordance with these Termsthe provisions of this agreement; 9.3 For Subscription Plans paid by Direct Debit, either party notifies the other party of termination, in writing, at least 7 days before the end of the Initial Subscription Period or any Renewal Period. 9.4 On cancellation under Clauses 9.2 Unless otherwise stated or 9.3, this agreement shall terminate upon the expiry of the applicable Initial Subscription Period or Renewal Period. 9.5 helpIT shall be entitled to suspend the Services immediately: i. if you breach any of your obligations under this Agreement; or ii. in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an Orderemergency service or any other competent regulatory authority, each Order for or if the security processes set up to protect the Services are breached in any way. 9.6 helpIT may be terminated for convenience terminate this Agreement immediately on notice if you fail to pay any amount due hereunder within 14 days of its due date. 9.7 Either party may terminate this Agreement immediately by either Party by providing thirty (30) days’ prior written notice to the other Partyin the event that any of the following occur:- i. the other party breaches any term of this Agreement and such breach is incapable of remedy or continues for a period of 30 days after notice requiring the same to be remedied has been given by the terminating party to the other party; or ii. an order is made or a resolution is passed for the winding up of the other party, or if a provisional liquidator is appointed in respect of the other party, or if an administration order is made in respect of the other party, or if a receiver is appointed in respect of the other party or all or any of its assets, or if the other party is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Part 1 of the Insolvency Act 1986 in respect of the other. 9.3 Without 9.8 helpIT may terminate this Agreement forthwith if you purport to breach Clause 10.4 hereunder. 9.9 Termination of this Agreement shall be without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionterminating party. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order for Services shall take effect 13.1 This Agreement will commence on the Order date Effective Date and will remain in effect full force until any agreed end date specified in either: 13.1.1 The Expiration Date for the Order Agreement, if specified, is reached and no extension or until all Services under renewal has been agreed. If there is no such Order have been providedExpiration Date for the Agreement specified, unless terminated sooner in accordance with these Terms.the Agreement will continue for one (1) year from the Effective Date. OR 9.2 Unless otherwise stated in an Order, each Order for Services may be terminated 13.1.2 A Party states it wishes to terminate the Agreement for convenience by either providing formal written notification. This notification must be provided in advance of the proposed termination date by a period of time specified by the Notice Period. Furthermore, the proposed termination date must be no earlier than the Earliest Termination Date (if specified). OR 13.2.1 there is a material breach of this Agreement by the other Party by providing where details of the breach have been served in writing to the other Party and such breach has not been remedied within thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law13.2.2 both Parties formally agree in writing to terminate the Agreement; has or 13.2.3 a receiver or administrative receiver or manager is appointed over it or in relation to your company, its assets or revenues or any of its assetsyour directors request such appointment to be made; passes a resolution for winding-up) or 13.2.4 an encumbrancer takes possession of or a distress or execution is levied or enforced upon the whole or any part of your undertaking assets rights or revenues; or 13.2.5 an application is made, or a petition is presented by any person to any court of competent jurisdiction makes an order to that effect; becomes subject to for an administration orderorder in relation to your company; enters into any voluntary arrangement with or 13.2.6 Client is (or admits that it is) unable to pay its creditors; ceases or threaten to cease to carry on business; debts as they fall due or is subject deemed unable to pay its debts; or 13.2.7 Client becomes insolvent, or any analogous event petition is presented by any person and not withdrawn or proceeding in discharged prior to advertisement, or any applicable jurisdictionorder is made by any court, or any meeting is convened, for the purpose of considering a resolution, or any resolution is passed for your company’s winding up liquidation or dissolution. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 6.1. This Agreement commences on the Effective Date. This Agreement shall continue until all Order Forms are terminated or expire. Neither party may terminate the Agreement without cause prior to the expiry of the Initial Term of each Order Form. 6.2. Each Order for Services Form shall take effect commence on the Effective Date set out in each Order date and remain in effect until any agreed end date specified in Form. At the expiry of the Initial Term of each Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an OrderForm, each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party.Form will automatically renew 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either 6.3. Either party may terminate an Order or this Agreement Form without liability to cause, by giving the other at least 90 days notice in writing prior to the start of a Renewal Term, where such notice shall take effect no earlier than the end of the Initial Term set out on such Order Form. 6.4. Termination of any time individual Order Form, in whole, or in part shall not affect the Term of the Agreement which shall continue unaffected until all Order Forms are terminated or expire. 6.5. The Company may terminate the Agreement or any Order Form, in whole, or in part or the provision of any Services or Solution with cause, with immediate effect upon written notice if: 6.5.1. The Customer, Affiliate or an Authorised User has used or permitted use of the Services or Solution other than in accordance with the terms of this Agreement; or 6.5.2. The Company is prohibited under applicable law, or otherwise from providing the Services or Solution. 6.6. Either party may terminate this Agreement and all Order Forms immediately, with cause, if the other party: a. is 6.6.1. Ceases or threatens to cease or carry on business; or 6.6.2. Is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; or 6.6.3. Convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or 6.6.4. Has an administrator, receiver, manager or similar official appointed; or 6.6.5. Is affected by a similar event under the law of any other jurisdiction; or 6.6.6. A Force Majeure event lasts for more than 28 days. 6.7. Either party may terminate this Agreement or any Order Form, in whole, or in part for material breach of any of its obligations under term by giving the Agreement or an Order andbreaching party written notice. However, in where the case of a breach which is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy such the breach within thirty (30) 10 days of notice receipt of the breach; ornotice. b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it 6.8. Termination of the Agreement or any Order Form for any reason shall not affect the accrued rights of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order the parties arising under the Agreement and in particular without limitation the right to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdictionrecover damages against the other. 9.4 In 6.9. Upon termination of the event We terminate an Agreement all Order pursuant to Section 9.3 Forms shall automatically terminate. 6.10. Termination (or You terminate an expiry of any individual Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingentsForms) shall be non-refundable not affect the Term of the Agreement or any other Order Forms which have not expired or terminated and We the Agreement and remaining Order Forms shall be continue unaffected. 6.11. Following termination of the Agreement, the Customer shall remain liable to pay any Fees set out in all Order Forms for the reminder of the current Initial Term or Renewal Term, unless the Company has terminated the Agreement under no obligation to refund to You any such prepaid Service Fees even where as at clauses 6.5 or 6.6 or the Customer has terminated the Agreement under clause 6.7. All licences granted under the Agreement shall terminate on the effective date of termination You have not yet called off and the Company shall: 6.11.1. Cease providing the Solution and Services to the Customer and immediately deactivate all ServicesCustomer accounts; 9.5 Termination 6.11.2. Within 30 days return all Customer Data stored in the Company’s database in its then current format, free of charge, if requested to do so by Customer. If Customer requires any Order shall have no effect Customer Data to be returned in a different format, Company reserves the right to charge for this additional service on any other Order under this a Time and Materials Basis; and 6.11.3. Be entitled to delete all Customer Data from its live systems 30 days after the effective date of termination of the Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .

Term and Termination. 9.1 Each Order If there is no Overdraft Facility connected to the Liquidity Optimisation, this Agreement may be terminated by either party upon sixty (60) days written notice. (i) Regardless of whether an Overdraft Facility is connected to the Liquidity Optimisation, either party is entitled to immediately terminate this Agreement by giving notice where: a. a party has objective reasons to believe that the counterparty is, or may become, insolvent; b. the counterparty fails to properly fulfil any essential contractual obligation or material obligation set out in this Agreement; or c. the intervention or a decision of a public authority, for Services example a financial supervisory authority and/or a central bank, affects this Agreement. (ii) If any of the following events occur the Bank shall take effect on be entitled to immediately terminate this Agreement by giving notice: a. the Order date and remain in effect until any agreed end date specified in the Order or until all Services under such Order have been providedCompany fails to, unless terminated sooner if so required in accordance with these Terms.section 5 (Negative Total Available Amount), restore the Total Available Amount to zero or positive; 9.2 Unless otherwise stated b. the Company fails to, in an Orderaccordance with section 7 (Exceeded Currency Limit), each Order for Services may be terminated for convenience by either Party by providing thirty (30) days’ prior written notice immediately restore the balance on the relevant Currency Account to the Currency Limit allowed; c. the Company fails to pay within the time prescribed principal, interest or any other Party.amount due for payment under an agreement concluded with the Bank (however, the right to give notice of termination shall not apply if the Company can prove that the non-payment is due merely to technical errors and that payment will be effected within three (3) days as from the due date); 9.3 Without prejudice d. the Company goes into liquidation or is dissolved, or a receiver, administ representative is appointed in respect of itself or any of its assets, or the Company becomes insolvent for the purposes of any law, or ceases or threatens to cease to carry on all or a substantial part of its business, or a petition for an administration order in relation to any group company is presented or any attachment, sequestration, seizure, distress, execution or similar measure affects any asset of the Company or any analogous event occurs in any jurisdiction; e. the Company fails to fulfil its obligations towards a third party provided that the obligations are related to a loan agreement or other rights financial agreement and that the default will be a cause for immediate termination; f. any security provided for the Overdraft Facility or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to for any other obligation assumed by the other at any time with immediate effect upon written notice if Company towards the other party:Bank is no longer adequate in the opinion of the Bank; a. is in material breach of g. the Company has not fulfilled any of its obligations under any other agreement with the Agreement or an Order and, Bank; h. a material change in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice ownership structure of the breachCompany occurs; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any i. the occurrence of its assets; passes a resolution for winding-upanother event which in the reasonable judgment of the Bank jeopardises the fulfilment of (iii) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or If this Agreement is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience terminated in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; or (ii) You the Bank shall promptly pay Us for all Services provided and Fees and expenses due up have the right to, by notice of termination given to the date of termination; Company, declare the debt, including accrued interest and (iii) neither party shall have any further right or obligation with respect other amounts relating to the other except as set out in this Section Overdraft Facility, immediately due and in such Sections payable. The Bank may, at its sole discretion, choose to terminate the Overdraft Facility at another date fixed by the Bank. Where any of the circumstances set forth above applies, the Bank is entitled, regardless of whether notice of termination is given, to immediately suspend the right to further utilise the Liquidity Optimisation and the Overdraft Facility. If this Agreement which by their nature would continue beyond is terminated then the terminationBank may convert the balance, cancellation or expiration including accrued interest, on each of the Agreement Currency Accounts into the Base Currency by using the Rate of Exchange. The Bank has the option (but not the obligation) to close-out all the converted balances on the Currency Accounts through a transfer of the converted balances to the Base Currency Account (for the avoidance of doubt, such transfer shall include any balance on a Currency Account in the Base Currency) and thereby be set off towards each other (close-out netting), resulting in a single net claim/debt relation Close-Out Amount ) between the Bank and the Company as regards the Currency Accounts. If such Close-Out Amount is a debit balance on the Base Currency Account, such amount shall be immediately due and payable by the Company to the Bank. If the Bank chooses not to perform the above mentioned close-out netting the Company shall, at the request of the Bank, immediately restore the balances on the Currency Accounts to zero or positive; including repayment of any outstanding amount under the Overdraft Facility, if any.

Term and Termination. 9.1 Each Order for Services 12.1 This Agreement shall take effect on the Order date Execution Date and shall remain in full force and effect thereafter until any agreed end date specified in the Order or until all Services under such Order have been provided, last day of the Effective Term subject to Clause 2.7 unless terminated sooner in accordance with these Terms. 9.2 Unless otherwise stated in an Order, each Order for Services may be earlier pursuant to Clause 12.2 provided that if the Restated JV Contract or the Sub-Licence Agreement or any of the Combined Coil Technology Agreements is terminated for convenience by either Party by providing thirty (30) days’ prior written notice to the other Party. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitledexpiration of its term, either party may terminate an Order or this Agreement without liability to the other at any time shall automatically terminate with immediate effect upon written notice if the other party: a. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees (in whatever form including without limitation in the form of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at from the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreement. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with Restated JV Contract or the performance Sub-Licence Agreement or any of the Services; Combined Coil Technology Agreements (iias the case may be), except that termination shall not affect: (a) You shall promptly pay Us for all Services provided The accrued rights and Fees and expenses due up to obligations of the Parties at the date of termination; and (b) The continued existence and (iii) neither party shall have validity of the rights and obligations of the Parties under those clauses which are expressed to survive termination and any further right provisions of this Agreement necessary for the interpretation or obligation with respect enforcement of this Agreement. 12.2 This Agreement may be terminated: 12.2.1 by any Party giving notice to the other except as set out Parties if another Party has committed a material breach of this Agreement and such breach, if capable of remedy, has not been so remedied within sixty (60) days following receipt of such notice; 12.2.2 by any Party giving notice to the other Parties in this Section the event that an event of Force Majeure continues for a period of twelve (12) consecutive months that causes the Joint Venture Company to cease the production and in such Sections sale of the Licensed Products and the Parties have been unable to find an equitable solution pursuant to Clause 14; 12.2.3 by any Party giving notice to the other Parties if at any time during the term of this Agreement, the government of the PRC or of Canada or any agency thereof should require any material alteration or modification or termination of the contractual rights or obligations of any Party pursuant to this Agreement which has the effect of preventing any Party from performing its contractual obligations or from achieving its business objectives. 12.2.4 by their nature would continue beyond any Party giving notice to the terminationother Parties if another Party becomes bankrupt, cancellation or expiration insolvent, or is the subject of proceedings or arrangements for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due; or 12.2.5 by the Licensor giving notice to the Licensee and the Joint Venture Company if the aggregate of the interests of the Licensor and any of its Affiliates in the Joint Venture Company is or becomes less than fifty percent (50%) of the registered capital of the Joint Venture Company as a result of any change in or requirement of Chinese law or any act of any Chinese governmental agency or court. 12.3 Either Party electing properly to terminate this Agreement pursuant to Clause 12.2 shall have no liability to the other Party for damages arising solely from the exercise of such right. 12.4 Upon expiration or termination of this Agreement, all amounts then due and unpaid to the Licensor by the Licensee hereunder shall forthwith become due and payable by the Licensee to the Licensor. 12.5 All Combined Coil Technology and Know-how, including the Shunt Reactor Technology and Know-how and the Technical Documentation (if any has been delivered to the Licensee), recorded in any material form including but not limited to any written records shall be returned by the Licensee to the Licensor forthwith upon the termination of this Agreement. The Licensee agrees on behalf of itself and its employees that no copies of the Combined Coil Technology and Know-how, including the Shunt Reactor Technology and Know-how, in any material form or of the Technical Documentation shall be made or retained upon and after the termination of this Agreement.

Term and Termination. 9.1 Each Order for Services shall take effect 14.1 This Agreement will become effective on the Order date and its Effective Date and, unless terminated under another, specific provision of this Agreement, will remain in effect until any agreed end date specified in and terminate upon the Order or until all Services under such Order have been provided, unless terminated sooner in accordance with these Termslast to expire of Licensed Patents. 9.2 Unless otherwise stated 14.2 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows: (1) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination; (2) MICHIGAN's rights to inspect books and records as described in an OrderArticle 5, each Order and LICENSEE's obligations to keep such records for Services may be terminated for convenience the required time; (3) Obligations to hold harmless, defend and indemnify MICHIGAN and its Regents, fellows, officers, employees and agents under Article 13; (4) Any cause of action or claim of LICENSEE or MICHIGAN accrued or to accrue because of any breach or default by the other Party hereunder; (5) The general rights, obligations, and understandings of Articles 12, 17, 19, 28, 29 and 30; and (6) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof by either Party by providing thirty (30) days’ prior written notice to the other Partyor both Parties. 9.3 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order or this Agreement without liability to the other 14.3 If LICENSEE at any time with immediate effect upon written notice defaults in the payment of any royalty or the making of any report hereunder, or intentionally makes any materially false report, or if the other party: a. is in either Party commits any material breach of any of its obligations under the Agreement covenant or an Order andpromise herein contained, in the case of a breach which is capable of remedy, and fails to remedy any such default, breach or report within thirty sixty (3060) days after written notice thereof by the other Party specifying such default, then that other Party may, at its option, terminate this Agreement and the license rights granted herein by notice in writing to such effect. The cure period shall be extended for a reasonable period to be agreed upon by the Parties if the breaching Party has made good faith efforts to remedy the breach, but has not completed the remediation. Any such termination is without prejudice to either Party's other legal rights for breach of this Agreement. 14.4 LICENSEE may terminate this Agreement without cause by giving MICHIGAN a notice of termination, which shall include a statement of the breach; orreasons, whatever they may be, for such termination and the termination date established by LICENSEE, which date must not be sooner than sixty (60) days after the date of the notice. The Parties acknowledge that such notice is final and, immediately upon receipt of such notice of termination, MICHIGAN no longer has any restrictions that would have existed pursuant to this agreement on its rights to enter into agreements with others for the manufacture, import, sale, offer for sale, and/or use of Products. b. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up14.5 MICHIGAN may immediately terminate this Agreement upon (a) or the adjudication by a court of competent jurisdiction makes of the bankruptcy or insolvency of LICENSEE or the entry of an order to that effector decree for the liquidation or dissolution of LICENSEE; becomes subject to an administration order; enters into (b) the filing of any voluntary arrangement with its creditors; ceases petition for bankruptcy, dissolution, liquidation or threaten to cease to carry on businesswinding-up of the affairs of LICENSEE; or (c) the filing of any involuntary petition for bankruptcy, dissolution, liquidation or winding-up of the affairs of LICENSEE which is subject to any analogous event or proceeding in any applicable jurisdiction. 9.4 In the event We terminate an Order pursuant to Section 9.3 or You terminate an Order for convenience in accordance with Section 9.2 any prepaid Service Fees not dismissed within one hundred twenty (in whatever form including without limitation in the form 120) days of allotments/contingents) shall be non-refundable and We shall be under no obligation to refund to You any such prepaid Service Fees even where as at the date of termination You have not yet called off all Services 9.5 Termination of any Order shall have no effect on any other Order under this Agreementwhich it is filed or commenced. 9.6 On termination of an Order or this Agreement for any reason: (i) each party shall immediately return to the other all papers, materials, Confidential Information and other properties of the other held by it in connection with the performance of the Services; (ii) You shall promptly pay Us for all Services provided and Fees and expenses due up to the date of termination; and (iii) neither party shall have any further right or obligation with respect to the other except as set out in this Section and in such Sections of the Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement .