Common use of Term Termination Clause in Contracts

Term Termination. This Agreement is for a term of three (3) years commencing on the date the Services are installed (the “Initial Term”) and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier.

Term Termination. This (a) The term of the Consultant’s consulting engagement under this Agreement is shall commence as of the Effective Time and shall continue for a term of three (3the “Term”) years commencing ending on the date that is eighteen (18) months following the Services are installed date of the Effective Time, unless such engagement is sooner terminated pursuant to and in accordance with the express terms of this Section 4. (b) If the “Initial Bank terminates the Consultant as a consultant without Cause (as defined below), the Bank will pay the Consultant monthly the remaining unpaid Monthly Payments that he would have otherwise earned during the remaining portion of the original Term”; provided that the Consultant continues to comply in all material respects with the restrictive covenants in Section 5 and Section 6 of this Agreement. (c) and shall automatically renew for additional one In the event of the Consultant’s death during the Term, the Bank will pay to the Consultant’s designated beneficiary (1or to his estate, if he fails to make such a designation) year periods unless either party gives the other party notice of its intent not to renew at least a lump sum amount, within sixty (60) days prior after the Consultant’s death, equal to the expiration present value of the then current termsum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term. For purposes of this Section 4(c), providedthe present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of the Code and the Treasury Regulations promulgated thereunder) compounded monthly. (d) In the event that the Consultant becomes Disabled (as defined below) during the Term, howeverthe Consultant’s consulting engagement hereunder shall terminate. For purposes of this Agreement, “Disability” means any medically determinable physical or mental impairment that can be expected to result in death or would reasonably be expected to last for a continuous period of not less than twelve (12) months and that renders the Consultant unable to render all or substantially all of the consulting services hereunder or if the Consultant is determined to be “disabled” by the Social Security Administration. If the Consultant’s consulting engagement hereunder terminates on account of the Consultant’s disability, the Bank will pay to the Consultant a lump sum amount, within sixty (60) days after the termination of the consulting engagement, equal to the present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term, and the Consultant’s covenants under Section 5 and Section 6 of this Agreement shall remain in full force and effect and be incorporated into every Order for Services for the entire remainder of the Restricted Period. For purposes of this Section 4(d), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of every Order the Code and the Treasury Regulations promulgated thereunder) compounded monthly. (e) If the Bank terminates the Consultant as a consultant with Cause, the Bank will have no further obligation to make any payment to the Consultant (except for Servicescompensation earned prior to the date of termination, which compensation will be prorated for the month in which the termination occurs based upon the number of calendar days elapsed in the month). It is expressly understood If the Bank terminates the Consultant’s consultant engagement under this Agreement for Cause pursuant to this Section 4(e), the restrictive covenants under Section 5 and agreed that each Order for Services shall continue Section 6 of this Agreement will remain in full force and effecteffect for the remainder of the Restricted Period. For purposes of this Agreement, including incorporation “Cause” means a good faith determination by the Bank Board of Directors (or the comparable governance body of any successor entity) (the “Bank Board”), with at least two-thirds (2/3) of the whole number of directors of the Bank (rounded up to the nearest whole number) voting in favor, that any of the following has occurred: (i) conviction of the Consultant by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving material deliberate dishonesty or breach of trust with respect to the Company; (ii) commission by the Consultant of an act of fraud upon or materially evidencing bad faith toward the Company; (iii) the commission by the Consultant of any misconduct (other than traffic violations or similar offenses), whether or not related to the Company, that has caused, or would reasonably be expected to cause, material detriment or damage to the Company’s reputation, business operation, or relation with its employees, customers, vendors, suppliers, or regulators; (iv) the willful failure of the Consultant to cooperate with a bona fide investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or willful inducement of others to fail to cooperate or to produce documents or other materials; (v) the issuance of an order by a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of this Agreement; or (vi) willful refusal by the Consultant to provide in any material respect the consulting services reasonably assigned to him by the Bank’s Chief Executive Officer consistent with the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order which failure continues for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other more than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, given to the extent practicable, terminate that portion of this Agreement or Order for Services impacted Consultant by the Regulatory RequirementBank Board, or if setting forth in reasonable detail the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation nature of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplierrefusal.

Term Termination. This Agreement is for a The initial term of this Agreement shall be for three (3) years commencing on the date the Services are installed (the “Initial Term”) beginning upon the date of written acceptance by the Bank (the “Effective Date”) and shall automatically renew for additional successive one year terms (1each a “Renewal Term,” and together with the Initial Term, the “Term”) year periods unless either terminated as set forth herein. This Agreement may be terminated by any party gives to this Agreement upon written notice to the other party notice of its such party’s intent not to renew at least sixty this Agreement no less than ninety (6090) days prior to the expiration of the then current termInitial Term or Renewal Term. This Agreement may be voluntarily terminated by the Bank at any time by providing written notice to You which will become effective on the date specified in such notice, providedprovided such date is not less than fifteen (15) days after the date the termination notice is received. Notwithstanding the foregoing, however, that this Agreement may be immediately terminated by the Bank as a result of fraud on Your part, excessive chargeback history, suspicious activity, or breach of this Agreement or any other agreement with the Bank. This Agreement shall remain in effect and automatically terminate if any petition shall be incorporated into every Order for Services for filed by or against You under any bankruptcy or insolvency law. The Bank may selectively terminate one or more business locations of You without terminating the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably All obligations incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier You or existing under this Agreement as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties termination shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in survive such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10termination. In the event of a Default under termination, unless otherwise agreed by the parties, You shall promptly return all leased equipment to the Bank or the Bank’s designee. Should this Agreement or an Order be terminated by You for Services by a Party, any reason prior to the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration completion of the applicable notice and cure periodInitial Term, Supplier may, at is sole option, do any or all an early termination fee of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability five hundred dollars ($500.00) shall be charged to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier.You. You agree

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the PFO, and without penalty to either party, by the Fund’s Board on sixty (60) days’ prior written notice to PINE. Should the Fund terminate the Services of the individual appointed by PINE to serve as PFO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board, to serve as temporary PFO at the compensation contemplated in Appendix B until a successor PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, ▇▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and P▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, P▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Fund’s Board on sixty (60) days’ prior written notice to PINE. Should the Fund terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, ▇▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. This 12.1 Unless this Investment Agreement is for validly terminated in accordance with Section 12.2 below, it shall have a fixed term until the second anniversary of three (3) years commencing the Acceptance Time except as set forth below. If no Domination Agreement has been validly entered into between Elster and Melrose or a member of the Melrose Group on the date second anniversary of the Services are installed Acceptance Time, Section 4 above and Sections 13.2 to 13.14 below shall continue to be valid until the earlier of (i) a Domination Agreement between Elster and Melrose or a member of the Melrose Group being registered in the competent commercial register(s) or (ii) the fifth anniversary of the Acceptance Time. 12.2 This Investment Agreement may only be terminated: 12.2.1 by mutual written consent of the Parties; 12.2.2 by either Party if: (i) the Acceptance Time shall not have occurred on or prior to 25 October 2012 (the “Initial TermDrop Dead Date”) and provided that the right to terminate this Investment Agreement pursuant to this Section 12.2.2(i) shall automatically renew not be available to any Party whose breach of this Investment Agreement shall have been the primary cause for additional one (1) year periods unless either party gives the other party notice of its intent Acceptance Time not to renew at least sixty (60) days having occurred on or prior to the expiration Drop Dead Date; or (ii) any court of competent jurisdiction or other governmental entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment for, Company Shares pursuant to the Tender Offer, the occurrence or enforcement of which would reasonably be expected to be materially adverse to the Melrose Group (in case of a termination by Melrose and/or the Bidder) or the Elster Group (in case of a termination by Elster), in each case taken as whole. 12.2.3 by Elster if: (i) there is a Change in the Melrose Recommendation; (ii) any of the then current termResolutions is not duly passed on or prior to 9 August 2012 (or such other date as may be agreed in writing by the Parties) or, once passed, is revoked or adversely modified thereafter; (iii) Melrose or Bidder has not submitted all antitrust and competition filings to the relevant Antitrust Authorities on or prior to 31 July 2012, provided that the right to terminate this Investment Agreement pursuant to this Section 12.2.3(iii) shall not be available to Elster if the delay is attributable to a breach by Elster of its obligations in Section 5.2 above; or (iv) any filing in court, order, notice or appointment being taken or made by or in respect of Melrose or Bidder for a moratorium, composition, compromise or arrangement with creditors, administration, liquidation; dissolution, receivership (administrative or otherwise), or Melrose or Bidder becomes insolvent or is unable to pay its debts as they fall due. provided, however, that Elster shall only be entitled to terminate this Investment Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration Drop Dead Date on the basis of these Sections 12.2.3(ii) or 12.2.3(iii) (as the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(gcase may be) then Customer agrees if Melrose, within ten (10) Business Days after Elster has informed Melrose that it intends to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement on the basis of Sections 12.2.3(ii) or 12.2.3(iii), has failed to demonstrate to Elster’s satisfaction that there is a reasonable prospect of full remedy prior to the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierDrop Dead Date.

Term Termination. This Agreement is for a term of three (3a) years commencing The Offer Period shall be automatically extended from year to year on the date the Services are installed terms and conditions set forth in this Agreement unless (the “Initial Term”i) and shall automatically renew for additional one Purchaser shall, not less than thirty (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (6030) days prior to the expiration of the then current terminitial one year Offer Period or any subsequent one year Offer Period, give to the Providers notice of Purchaser's intention not to so extend or (ii) the Providers shall, in accordance with paragraph (b), give to Purchaser notice of the Providers' intention to terminate this Agreement. This Agreement shall be binding upon the parties hereto upon its execution and shall continue until the later of (i) the collection of all Accounts sold hereunder or (ii) the payment of any Repurchase Prices and all other amounts due hereunder. (b) The Providers may terminate their obligation to offer to sell Accounts to the Purchaser pursuant to this Agreement upon no less than sixty (60) days prior written notice to the Purchaser. (c) In addition to any other rights and remedies provided for herein, the Purchaser may, upon the occurrence of any of the following Termination Events, by way of example, but not by way of limitation, enforce all of their rights (so long as Purchaser provides Debtors, the United States Trustee, and counsel for the Unsecured Creditors' Committee, if any, with not less than ten (10) calendar days written notice to cure). Notwithstanding the foregoing, upon a Default, Purchaser shall be entitled to a hearing on an expedited basis after three (3) business days' notice to Debtors and counsel for Debtors, subject to the Court's calendar and availability, regarding immediate relief from the automatic stay of Bankruptcy Code Section 362 (a), which shall entitle the Purchaser to seek, inter alia and without limitation, the following relief: (i) immediate payment of all money due under the Factoring Agreement; (ii) immediate set-off against any and all Collateral for all amounts owed; (iii) immediate notification to all non-government account debtors, whether or not of purchased accounts, that payment shall be made exclusively to Purchaser; (iv) immediate authority for Purchaser to proceed in any non-bankruptcy court to enforce their rights. (d) Notwithstanding anything contained herein to the contrary, the Purchaser may terminate this Agreement immediately and without notice upon the occurrence of any of the following events (each a "TERMINATION EVENT"): (i) any of the Providers fail to make any payment required under this Agreement; (ii) there is an occurrence of a Bankruptcy Event (as defined below) with respect to any Provider provided, however, that this Agreement Subsection (d)(ii) shall remain be deemed inapplicable during such time that the Bankruptcy Case is open and until such time that a plan of reorganization is confirmed; (iii) any Provider fails to honor any obligation set forth in effect and be incorporated into every Order for Services for the entire term of every Order for Servicesthis Agreement. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms For purposes of this Agreement, during "BANKRUPTCY EVENT" shall mean the Provider generally not paying its term notwithstanding debts as such debts become due, or admitting in writing its inability to pay its debts generally, or making a general assignment for the benefit of creditors; or any termination proceeding being instituted by or expiration against any Provider seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of this Agreement. The initial term it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of each Order debtors, or seeking the entry of an order for Services relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property or assets and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall be remain undismissed or unstayed for a period of 60 days, or any of the term identified actions sought in such Order proceeding (including, without limitation, the entry of an order for Services. If at relief against, or the expiration appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property or assets) shall occur; or the Provider taking any action to authorize or acquiesce in any of the initial term specified actions set forth above in each Order for Servicesthis paragraph; (iv) any lien or encumbrance is granted, Customer shall not have exercised is discovered, or attaches to any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services Collateral, except the liens and prior to service commencement date for such Order for Servicessecurity interests in favor of Purchaser, Customer agrees to pay to Supplier: and Permitted Liens (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth on the attachment hereto entitled "PERMITTED LIENS"), without the express written consent of Purchaser; (v) any administrative expense claim is allowed and is senior to or pari passu with the Purchaser's claims or if any lien shall be granted in Section 1.02(gthe Bankruptcy Case with respect to any of the Collateral (other than those granted with the written consent of Purchaser or as authorized by this agreement); however, Debtors are not prohibited from paying ordinary and routine operating expenses, U.S. Trustee fees and professional fees and costs on terms and conditions established and approved by the Bankruptcy Court; (vi) then Customer agrees the Debtors make any disposition of Collateral outside the ordinary course of Debtors' businesses without the express written consent of Purchaser; (vii) the Debtors fail to pay Supplier an early disconnection charge equal to: timely any statutory fees payable to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6); (iviii) fifty percent (50%) any representation, warranty, or certification made by the Debtors or any of the monthly recurring charges for Senior Officers, is or becomes incorrect in any material respect; (ix) the Services multiplied by the number of months remaining Bankruptcy Case is dismissed or converted to a Chapter 7 Bankruptcy Case, or a Chapter 11 trustee or an examiner is appointed in the initial term; Bankruptcy Case; (iix) any fees Supplier incurs from other Suppliers in connection with cancellation the Factoring Order approving the Factoring Agreement is stayed, amended, modified, reversed, or vacated; (xi) a plan of reorganization is confirmed that fails to provide for termination of the Services; Factoring Agreement and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days in full, in cash, of Debtors' obligations under the Factoring Agreement on the effective date of cancellation. Upgrading the plan unless the plan adopts the exact terms of on-net circuits the Factoring Agreement, as approved by the Bankruptcy Court, or Purchaser agrees, in writing, to those a modification or different treatment and affirmatively votes in favor of higher capacity is considered a service upgrade the plan; (xii) the Bankruptcy Court enters an order granting relief from the automatic stay to any creditor with respect to any claim in which case an amount equal to or exceeding $75,000.00 in the original circuit is not considered terminatedaggregate; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer it shall not be liable an Event of Default if the automatic stay is lifted solely for disconnection charges hereunderthe purpose of allowing a creditor to liquidate its claim against a Debtor or seek payment from an insurance policy, except any non-recurring fees Supplier incurs from other Suppliers or the Debtors file a document with the Bankruptcy Court acknowledging that such property is not necessary to an effective reorganization; (xiii) Debtors' current principals cease to actively manage and be involved in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the operations of the following events Debtors and replacements reasonably acceptable to the Purchaser shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution not be retained or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use the principal(s) of the Services; and Any assignment Debtors become deceased or incompetent, notwithstanding Bankruptcy Rule 1016; (xiv) an order is entered in the Bankruptcy Case authorizing the sale or other disposition of this agreement that violates Section 4.10. In the event of a Default under this Agreement all, or an Order for Services by a Partysubstantially all, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do assets of any or all of the following: Cease accepting Debtors, unless such order provides for payment in full, in cash, of Debtors' obligations under the Factoring Agreement upon consummation of the sale; or (xv) the Debtors take any action inconsistent with the foregoing or processing Orders for Services fail to timely contest any prohibited conduct or relief requested." (e) If a Termination Event shall occur and suspend Services; Cease be continuing, the Purchaser may, without limiting any right of the Purchaser hereunder, take complete authority and control of all electronically administration and manually generated information servicing of the Accounts, at the Providers' sole cost and reports; Draw on expense. Upon any letter of creditsuch action, security deposit or the Purchaser shall have, in addition to the rights and remedies which it may have under this Agreement, all other assurance of payment rights and enforce remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative. A Termination Event shall not affect any security interest provided granted pursuant to this Agreement, including but not limited to security interests in property not yet owned by Customera Provider or not created as of the Termination Event. (f) Unless Purchaser agrees in writing, at its sole discretion, to extend the term of the Factoring Agreement, or until a Termination Event, the obligations due the 27 Purchaser under the Factoring Agreement are to be paid in full within 15 days after the date of the entry of an order confirming a plan of reorganization unless the Debtors assume the terms of the Factoring Agreement in their entirety without modifications; Terminate this or, the Debtors and Purchaser agree to other treatment under the plan. Moreover, no confirmation order for a plan of reorganization shall provide for a discharge or otherwise affect in any way any of the obligations of the Debtors or any Guarantors as those obligations are detailed in the agreements approved by the Bankruptcy Court), including without limitation, the Debtors' agreements with Purchaser. Termination of the Factoring Agreement shall not terminate, extinguish, or remove any liens or security interests granted to Purchaser until Debtors have fully paid and any and discharged all Orders for Services without liability of their obligations to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierPurchaser.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, ▇▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. 6.1. Unless otherwise terminated as set forth herein, this Agreement will commence on February 18, 2016 and will continue for an initial term of twelve (12) months thereafter. This Agreement is for a term of three (3) years commencing on the date the Services are installed (the “Initial Term”) and shall will automatically renew for additional one (1) year periods successive twelve-month terms unless either party gives the other party provides written notice of its intent to terminate and/or not to renew at least sixty this Agreement within thirty (6030) days prior to preceding the expiration end of the then current term. The initial term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire together with any renewal term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding shall be referred to herein as the “Term.” Either party may terminate this Agreement without cause at any time upon ninety (90) days advance written notice to the other party, which the parties agree, is a reasonable notice period. The Agreement and all Statements of Work may also be terminated for cause by either party if the other party is in default of any provision hereof or thereof and such default is not cured within thirty (30) days after notice thereof has been given to the defaulting party. 6.2. In the event of any termination, nonrenewal or expiration of this Agreement: 6.2.1. Except as may otherwise be provided in a Statement of Work, the Requestor will compensate the Contractor for all Services satisfactorily performed prior to such date and any deliverables provided prior to such date that satisfies any and all applicable specifications; 6.2.2. If the Requestor reasonably requests, the Contractor will cooperate with the Requestor in completing all work in progress and other such matters which may require Contractor’s assistance; 6.2.3. Within five (5) business days of any termination or expiration of this Agreement. The initial term of each Order for Services shall be , the term identified Contractor will deliver to the Requestor all deliverables, whether completed or in such Order for Services. If at progress, as well as all materials which were furnished to the expiration of Contractor by the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein Requestor or entered into a new Order for Services with Supplier which were prepared or procured by the Contractor for such Services, then ; 6.2.4. The Contractor will cooperate with the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior Requestor in transitioning all work in progress to a successor service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior provider or to the expiration of Requestor and will otherwise cooperate with the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier Requestor as set forth in Section 1.02(g) then Customer agrees reasonably requested to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term prevent disruption to the original circuit Requestor's operations; and 6.2.5. Unless the parties agree otherwise in writing, any “Block Time Hours” (if applicable) purchased pursuant to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of an addendum to this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply expire with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, no refund to the extent practicable, terminate that portion of this Agreement or Order Requestor for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplierunused portions.

Term Termination. a) This Agreement is for a term of three (3) years commencing shall take effect on the date the Services are installed Effective Date and continue until December 31, 2010 (the “Initial Term”) and ); provided, however, that in the event that Travelport Limited signs a letter of intent or other agreement relating to the Change of Control of Client or Supplier in 2007, then the party undergoing the Change of Control shall automatically renew for additional one (1) year periods unless either party gives promptly notify the other party in writing, and the other party may request to postpone the effectiveness of Clauses 3(c), the first sentence of Clause 3(d), and Clause 4(a) for up to 90 days following the date of notice but in no event later than December 31, 2007. Upon expiration of its intent not to the Initial Term, this Agreement will renew for successive one-year terms upon mutual written agreement by the parties at least sixty (60) days days’ prior to the expiration of the then current term, provided, however, that . b) After the Initial Term either party may terminate this Agreement at any time upon at least ninety (90) days’ prior written notice. c) At any time during the Term, either party shall remain be entitled to terminate this Agreement by giving 30 days’ prior written notice to the other if the other commits any material breach of this Agreement (including but not limited to Client’s obligation to pay Supplier) and, if the breach is capable of remedy, fails to remedy it within such 30-day period after being given a written notice containing full particulars of the breach and requiring it to be remedied, or if the other goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors or ceases to carry on business. d) Notwithstanding anything to the contrary set forth herein, in effect and the event of a proposed Change of Control of Client or any Group Company thereof, Client shall notify Supplier as soon as reasonably practicable of the proposal. For purposes of this Agreement, a “Change of Control” is defined as an event pursuant to which an entity directly or indirectly consummates a merger, reorganization, recapitalization, joint venture, consolidation, share exchange, business combination, sale of all or substantially all of its assets, or similar form of corporate transaction involving such entity (each, a “Business Combination”) such that immediately following such Business Combination, a third party directly or indirectly acquires more than 50% of the voting power of the then-outstanding voting stock of the entity resulting from consummation of such Business Combination. At any time following such Change of Control, neither the rights nor the obligations of Client (or any subsidiary thereof) may be incorporated into every Order for Services for extended, assigned, transferred or otherwise made available to a third-party acquirer or a third-party target (in each case by merger or otherwise), except that Client shall be entitled to offer up to US$25,000,000 of Inventory in the entire aggregate through one or more smaller third-party targets (by merger or otherwise) that are not Supplier clients during the term of every Order for Servicesthis Agreement. It Determination of whether the US$25,000,000 cap has been exceeded shall be calculated based on the aggregate Bookings made to the date of calculation through the target first acquired and those targets subsequently acquired (if any) in chronological order. In the event that (i) the aggregate US$25,000,000 cap is expressly understood exceeded at any time or (ii) the target is a Supplier client, then (A) in each case all Bookings through such target shall automatically increase to the then-current Wholesale Rate (retroactively to the date of acquisition) and agreed that each Order for Services all other terms of this Agreement shall continue in full force and effect, provided that the Wholesale Rate shall be no less favorable to Client than the booking fees charged to Supplier’s large wholesale customers at that time, or (B) Supplier shall have the right, but not the obligation, to terminate this Agreement without any liability to Supplier. For the avoidance of doubt, all other terms and conditions of this Agreement (including incorporation Clause 6) shall apply to Bookings made through third-party targets, and any subsidiary of Client that no longer remains a subsidiary of Client shall not be entitled to the terms Inventory or the Services. e) Upon termination of this Agreement, during its term notwithstanding any termination or expiration of Client shall pay to Supplier all sums owing to Supplier under this Agreement. The initial term of each Order for Services shall be the term identified , including any Wholesale Rates retroactively due in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services accordance with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”Clause 2(d), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier.

Term Termination. a) This Agreement is shall remain in effect for a an initial term of three one (31) years commencing year, beginning on the date the Services are installed (the “Initial Term”) Effective Date and shall automatically renew for additional successive one (1) year periods terms (“Term”) unless and until either party Party gives the other party notice of its intent not to renew at least sixty ninety (6090) days prior to in advance of the expiration end of the then current term, provided, however, that Term. b) Comcast may terminate this Agreement shall remain in effect and be incorporated into every Order for Services convenience by giving one hundred twenty (120) days’ advance written notice to Vendor. c) Either Party may terminate this Agreement for cause if the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms other Party commits a material breach of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at Agreement that remains uncured after the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of notice specifying the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges basis for the Services multiplied by the number of months remaining in the initial term; (iibreach. d) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement immediately if the other Party (a) becomes insolvent or makes a general assignment for the affected Order benefit of creditors; (b) suffers or permits the appointment of a conservator or receiver for Service upon thirty its business or assets or any similar action by a governmental entity for the purpose of assuming operation or control of the Party due to the financial condition of the Party; (30c) days written noticebecomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, unless the breaching Party cures the breach during the thirty and such proceeding or action has not been dismissed within a sixty (3060) day period. ; or (d) has wound up or liquidated its business, voluntarily or otherwise. e) Upon any Default by Customer notice of such termination, Vendor shall provide Comcast (at Comcast’s request) the “Transition Assistance” described in Exhibit F (such period of time where Vendor provides Comcast with Transition Assistance shall be referred to herein as the “Transition Assistance Period”). If Vendor provides Comcast with Transition Assistance, the Agreement shall be considered terminated at the end of such Transition Assistance Period. f) Upon termination of this Agreement, Comcast’s right to offer the Services shall cease. However, except in the event of a termination due to Comcast’s default, at Comcast’s request, Vendor shall continue to provide the Services to those Customers who purchased the Services prior to the termination date for a period of time equal to the Customer’s subscription to Comcast Services, not cured before to exceed six (6) months (“Post Termination Customers”), and, to the extent Vendor is making generally available service offerings comparable to the Services at the expiration of the applicable notice and cure period, Supplier mayVendor will offer such service offering directly to the Post Termination Customers for a separate fee under Vendor’s then applicable commercial terms and conditions. This Agreement will remain in effect only as applicable to the Post Termination Customers. Anything to the contrary herein notwithstanding, and except with respect to the Post Termination Customers, immediately upon the termination of this Agreement: (i) Vendor shall transfer any data in process with Vendor at is sole optionthat time as instructed by Comcast and shall return or destroy (as instructed by Comcast) any Comcast Confidential Information and Customer Data, do any including all related documentation and copies thereof, in Vendor’s possession; and (ii) Comcast shall return or all of destroy the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement Documentation and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierVendor Confidential Information in Comcast’s possession.

Term Termination. This Agreement is for a term of three (3) years commencing shall take effect on the date the Services are installed April 1, 2010 (the “Initial TermEffective Date”) ), and shall automatically renew for additional one (1) terminate on the one-year periods unless either party gives anniversary of the Effective Date. This Agreement and its related terms may be extended upon mutual consent by both parties. 10.1. This Agreement may be terminated at any time during the term hereof by notice in writing to the other party in which case termination shall be effective fifteen (15) calendar days after receipt of such notice of its intent not by the other party or at such later date as may be mutually agreed to renew at least sixty (60) days prior to by the expiration of the then current termparties. 10.2. This Agreement may be terminated immediately by Hoku if Consultant violates Hoku’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy attached hereto as Exhibit A, providedor Hoku’s Policy Regarding Stock Trading by Directors, however, that this Agreement shall remain in effect Officers and be incorporated into every Order for Services for the entire term of every Order for ServicesOther Designated Insiders attached hereto as Exhibit B. 10.3. It is expressly understood and agreed that each Order for Services shall continue in full force upon termination of this Agreement all rights and effect, including incorporation obligations of the terms parties hereunder shall cease and terminate except for responsibilities with respect to confidentiality, non-solicitation, the payment of Consultant’s pre-approved expenses. It is further acknowledged and understood by Consultant that the vesting of Consultant’s Stock Awards shall cease immediately upon the expiration or earlier termination of this Agreement. Notwithstanding anything to the contrary herein, following the expiration or termination of this Agreement, during its term notwithstanding Consultant shall not trade in the securities of Hoku until any termination Confidential Information which is material is publicly disseminated by Hoku or expiration of this Agreement. The initial term of each Order for Services shall be the term identified otherwise becomes clearly and objectively immaterial to an investor’s decision to trade in such Order for Servicessecurities. 10.4. If at Notwithstanding the expiration of foregoing, in the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services event that this Agreement is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services Company for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) Consultant’s material breach of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision this Agreement, or pursuant to Section 10.2 above, then Consultant shall immediately upon such termination receive all compensation that would have been due pursuant to Section 4 above through the end of the one-year term of this Agreement, and all unvested restricted stock awards that otherwise would have vested during the one-year term of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirementimmediately vest. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier.Hoku Initials /s/SP 3/1/2010 Consultant Initials /s/DS 3/1/2010

Term Termination. 4.1. This Agreement is shall come into force upon the Effective Date and this Agreement shall continue in force for a term period of three 12 months, unless otherwise terminated in accordance with any other provision of this Agreement (3) years commencing on the date the Services are installed (the “Initial Term”). Thereafter, Customer may request to renew the term of this Agreement for further 12-month renewal periods (“Renewal Term”) by providing HTI Labs with 30 days’ written notice in advance of the end of the Initial Term or any subsequent Renewal Term and any such renewal shall automatically renew for additional one (1) year periods unless either be subject to the parties agreeing in writing any changes to the consultancy fees which are to apply to the Agreement and/or to any Orders. 4.2. Either party gives shall be entitled to terminate this Agreement with immediate effect by written notice if the other party notice shall commit any serious or persistent breach of any of its intent obligations hereunder and (in the case of a breach capable of remedy) shall have failed within fourteen days after receipt of a request in writing from the party not in default to renew at least sixty do so to remedy the breach (60) days prior such request to contain a warning of an intention to terminate if the expiration of the then current term, provided, however, that breach is not remedied). 4.3. The Customer may terminate this Agreement shall remain in whole, or terminate an individual Order, in whole or in part, for convenience at any time with immediate effect and be incorporated into every Order by providing 30 days’ written notice on HTI Labs. 4.4. Either party may terminate this Agreement with immediate effect on written notice if the other party:- 4.4.1. passes a resolution for Services winding up (otherwise than for the entire term purpose of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation a bona fide scheme of the terms of this Agreement, during its term notwithstanding any termination solvent amalgamation or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30reconstruction) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues jurisdiction shall make an order to that effect; or 4.4.2. makes any voluntary arrangement with its creditors or becomes subject to an administration order; or 4.4.3. has a rule, regulation, law receiver or order which has administrative receiver appointed over it or over any part of its undertaking or assets; or 4.4.4. ceases or threatens to cease to carry on business; or 4.4.5. is the effect subject of canceling, changing any events or superseding any material term of provision circumstances analogous to the foregoing. 4.5. Upon termination of this Agreement for whatever cause the Customer shall immediately, without any deductions or set-off, pay HTI Labs all unpaid consulting fees (agreed in an Order for Order, or otherwise agree in writing by the parties) due in relation to services performed up to the date of termination in addition to: 4.5.1. all expenses of the Project Participants due to be reimbursed to HTI Labs; 4.5.2. the total value of the Consulting Services (collectivelywhether for the avoidance of doubt Consulting Services provided but not yet due to be invoiced in accordance with the Order provided in accordance with the Daily Rate invoices in respect of which are not yet submitted) completed up to the date of termination; and 4.5.3. the cost of materials and goods ordered for the Order that HTI Labs has paid or is legally bound to pay, “Regulatory Requirement”), then and has been approved for payment by the Parties shall attempt to mutually agree on a modification and amendment Customer. 4.6. Upon termination of this Agreement all rights and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more obligations of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default parties under this Agreement shall automatically terminate except such rights of action as shall have accrued prior to such termination and any obligations which expressly or an Order for Services by a Party, implication are intended to come into or continue in force on or after such termination. 4.7. If any sum payable by the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration in respect of the applicable notice and cure periodConsulting Services is not paid by the due date in accordance with clause 7.4, Supplier may, at is sole option, do HTI Labs shall in addition to any or all other remedy available to it in relation to such non-payment (including without limitation the right to terminate) be entitled to suspend provision of the following: Cease accepting or processing Orders for Consulting Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of until such time as payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplieris made.

Term Termination. 8.1 This Agreement is for a term of three (3) years commencing shall commence on the date the Services are installed Effective Date and continue until March 31, 2025 (the “Initial Term”) and shall automatically renew for additional one (1) year periods unless either party gives ). 8.2 Notwithstanding Subsection 8.1, in the other party notice of its intent not to renew at least sixty (60) days prior event that OH pays funds to the expiration Recipient in respect of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services Program for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of next fiscal year ("Subsequent Fiscal Year"): (a) the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services Agreement shall be continue to apply to such funds with the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or necessary modifications until a new funding agreement is entered into a new Order between the Parties for Services with Supplier for the Subsequent Fiscal Year (“Subsequent Agreement”); and (b) OH is not obligated to provide such Services, then funds in the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written noticesame amounts as set out in Schedule “A”. If any Services are terminated after Upon execution of the applicable Order for Services Subsequent Agreement, such funds shall be deemed to have been provided pursuant to, and prior to service commencement date for such Order for Servicesshall be governed by, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation provisions of the Services. If Subsequent Agreement. 8.3 OH reserves the right to withhold payment of any Services are terminated after the service commencement date for such Order for Services and prior all funds to the expiration Recipient in respect of the initial term of such Services contained Subsequent Fiscal Year in the applicable Order for Services for any reason other than a Default event that the Subsequent Agreement is not executed within forty- five (45) calendar days of issuance to the Recipient by Supplier as set forth OH. 8.4 Acceptance by the Recipient of funds paid by OH in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) respect of the monthly recurring charges Program for the Services multiplied by Subsequent Fiscal Year shall evidence the number Recipient’s acceptance of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; Subsection 8.2 and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Subsection 8.3. 8.5 Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement at any time upon the provision of a minimum of ninety (90) calendar days’ prior written notice to the other Party. 8.6 OH may immediately terminate or amend this Agreement upon written notice to the affected Order for Service upon thirty Recipient, without liability, if: (30i) days written notice, unless the breaching Party cures funding allocated to the breach during Recipient under this Agreement is not paid to OH by the thirty Ministry; (30ii) day period. Upon any Default the funding commitment is otherwise cancelled by Customer not cured before the expiration Ministry; or (iii) OH deems such termination or amendment to be in the public interest or in the best interest of the applicable notice and cure periodhealthcare system in Ontario. 8.7 In the event of termination, Supplier may, at is sole option, do any or all the Recipient shall be entitled only to the amount of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate Funds earned pursuant to this Agreement and any and all Orders for Services without liability up to Supplier; Collect from Customer the disconnection charges; and/or Pursue effective date of such other legal or equitable remedy or relief as may be available to Suppliertermination.

Term Termination. This Agreement is for a (1) The term of three (3) years commencing on this Agreement shall commence upon the date first set forth below and the Services are installed (terms and conditions hereof shall remain in force perpetually except that the “Initial Term”) and rates set forth in Exhibit A shall be in force for one year from the commencement date. Such rates shall automatically renew for additional one (1) year twelve month periods unless either party gives the other party notice of its intent not to renew at least sixty ninety (6090) days prior to the expiration each anniversary of the then current term, provided, however, that commencement date either party shall have issued a notice of termination of all services under this Agreement or unless ninety (90) days prior to each anniversary VENDOR shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall have proposed new rates which have been rejected by LMIC not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon less than thirty (30) days’ days prior to such anniversary. The foregoing notwithstanding, and in consideration of VENDOR's placin▇ ▇ ▇▇rst priority on LMIC requests for personnel ahead of all other customers of VENDOR, the parties have agreed as follows. At the end of the first six (6) month period from the commencement date, and each six (6) month period thereafter, the actual rate assigned to each Consultant shall be reviewed by both parties and may be increased by mutual consent. Any Consultants services under this agreement shall be terminable by LMIC immediately for cause. In all other cases except as provided herein, LMIC may terminate further services under this Agreement upon ten (10) days written notice. Upon termination or expiration VENDOR shall surrender all written material in accord with the provisions of this agreement. (2) If LMIC is dissatisfied with any Services are terminated after execution of Consultant assigned to perform services under this Agreement, LMIC shall have the applicable Order for Services right to discontinue Consultant's services upon 24 hours notice ch event VENDOR will use its best efforts to assign within two (2) weeks, another qualified person to complete the assignment. In addition, if LMIC is dissatisfied with any Consultant and prior as a result elects to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through discontinue Consultant's services within the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within first thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits a Consultant's assignment at LMIC, LMIC will be entitled to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of refund equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services fifty (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (3050) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more percent of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure Consultant's time billed to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement LMIC within that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier.

Term Termination. This The original term of this Agreement is shall commence with (PBW)'s acceptance hereof (as evidenced by an authorized signature hereon), and it shall continue for a term period of three (3) years commencing on after the date the Services are installed on which Merchant's first Sales Data is presented to (the “Initial Term”) and PBW). Such term shall automatically renew for additional one (1) successive three-year periods unless at the end of the original and each renewal term, until terminated by either party gives by giving written notice of non-renewal to the other party notice of its intent not to renew at least sixty (60) days prior to and no more than ninety (90) days before the expiration of the then current term. In the event Merchant submits Sales Data to (PBW) after the date of termination for which Merchant has given notice, provided, however, that at the discretion of (PBW) this Agreement shall will remain in effect and be incorporated into every Order for Services effective for the entire renewal term. Upon any lawful termination of the EDS Agreement, Merchant may terminate this Agreement prior to the expiration of the term hereof upon at least 60 days prior written notice and payment to (PBW) of every Order for Servicesan amount equal to $40,000. It In addition to its other rights hereunder, (PBW) may terminate this Agreement at any time upon notice to Merchant as a result of any of the following events: (i) any noncompliance by Merchant with this Agreement, the Rules or the Operating Procedures which, provided there is expressly understood no fraud involved, is not cured within thirty (30) days, (ii) any voluntary or involuntary bankruptcy or insolvency proceeding involving Merchant, its parent or an affiliated entity, (iii) (PBW) deems Merchant to be financially insecure, or (iv) Merchant or any person owning or controlling Merchant's business is or becomes listed in the Combined Terminated Merchant File maintained by VISA and agreed that each Order for Services MasterCard. Upon any termination of this Agreement, the obligations, warranties, and liabilities of Merchant pertaining to Sales Data or credit memoranda presented (including without limitation Merchant's obligations as to subsequent chargebacks of such Sales Data, whether or not the amount of such subsequent chargebacks is liquidated as of the date of termination) shall survive such termination and shall continue in full force and effect, including incorporation effect as if such termination had not occurred. Upon notice of the terms any termination of this Agreement, during its term notwithstanding any (PBW) shall notify merchant of the estimated aggregate dollar amount of Merchant's chargebacks and other obligations and liabilities that (PBW) reasonably anticipates subsequent to termination, and Merchant shall immediately deposit such amount with or provide a letter of credit to (PBW) or (PBW) may withhold such amounts from credits to Merchant. (PBW) is authorized to hold such funds for a reasonable period not to exceed ten months after termination or expiration of this Agreement. The initial term Merchant shall have no rights to such funds until all of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default its obligations under this Agreement are satisfied and (PBW) may receive out of such funds those amounts which are or an Order for Services by a Party, the other Party may terminate become due to (PBW) pursuant to this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierAgreement.

Term Termination. This a) The term of this Agreement is and Consultant’s engagement by Motif shall commence on January 1, 2017 (the “Effective Date”) and shall continue for a term period of three twelve (312) years commencing on the date the Services are installed months thereafter (the “Initial Term”) and unless terminated earlier as set forth herein. Following the Initial Term, this Agreement shall automatically renew for additional one on a monthly basis (1each such monthly term, a “Renewal Term,” and, together with the Initial Term, collectively, the “Term”) year periods unless either party gives the other party Party provides written notice of its intent or his election not to renew this Agreement at least sixty thirty (6030) days prior to the end of the Initial Term or then applicable Renewal Term. In the event that either Party provides the required 30-days’ notice of non-renewal, this Agreement and Consultant’s engagement by Motif will be terminated effective upon the expiration of the then Initial Term or then-current termRenewal Term. b) Notwithstanding the foregoing section, provided(i) either Party may terminate the Initial Term, however, that and this Agreement shall remain in effect and be incorporated into every Order for Services for their relationship, by providing the entire term other Party with ninety (90) days’ written notice of every Order for Services. It is expressly understood such termination, (ii) Motif may terminate the Initial Term or any Renewal Term, and agreed that each Order for Services shall continue in full force this Agreement and effectits relationship with Consultant, including incorporation immediately upon Consultant’s breach of the terms Section 7 (Qualifications), Section 9 (Indemnification), Section 10 (Inventions) or Section 11 (Confidential Information) or a material breach of any other provision of this Agreement, during and (iii) Consultant may terminate the Initial Term or any Renewal Term, and this Agreement and its term notwithstanding relationship with Motif, immediately upon Motif’s material breach of any termination or expiration provision of this Agreement. The initial term . c) Upon any non-renewal or termination of each Order for Services this Agreement and the Parties’ relationship, Consultant shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplierentitled only to: (i) those costs reasonably incurred by Supplier through the date portion of receipt of termination and Consultant’s fee (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%4(a) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (iithis Agreement) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of that was earned before the effective date of cancellation. Upgrading the non-renewal or termination; and (ii) reimbursement of onpre-net circuits approved expenses incurred by Consultant before the effective date of the non-renewal or termination that are reimbursable pursuant to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision Section 4(b) of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierAgreement.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Fund’s Board on sixty (60) days’ prior written notice to PINE. Should the Fund terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and P▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, P▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. This Agreement is for a (a) The term of three this Agreement shall terminate on such date that is thirty (3) years commencing on the date the Services are installed (the “Initial Term”) and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (6030) days prior to the expiration closing of the then current term, advance notice period pursuant to the Bylaws for the submission of stockholder director nominations for the 2026 Annual Meeting (the “Termination Date”); provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services if the average closing price of the Common Stock for the entire term of every Order 45 consecutive trading days ending on the Termination Date equals or exceeds $23.00 per share, and the Company has nominated each New Director and each 2024 Designee for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If election at the expiration of the initial term specified in each Order for Services2026 Annual Meeting, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment Termination Date shall be due within automatically extended to such date that is thirty (30) days prior to the closing of the effective date advance notice period pursuant to the Bylaws for the submission of cancellation. Upgrading stockholder director nominations for the 2027 Annual Meeting, and (ii) the Company shall recommend, support and solicit proxies for the election of on-net circuits to those of higher capacity is considered each New Director and each 2024 Designee who accepted the Company’s nomination at the 2026 Annual Meeting in a service upgrade manner no less rigorous and favorable than the manner in which case the original circuit is not considered terminatedCompany supports the Board’s other nominees at the 2026 Annual Meeting; provided, howeverfurther, that if at any time following the Order for Services for date hereof until the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as date that is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, prior to the extent practicableclosing of the advance notice period pursuant to the Bylaws for the submission of stockholder director nominations for the 2026 Annual Meeting, terminate that portion the Investor sells or otherwise disposes of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more shares of Common Stock at a price equal to or less than $23.00 per share, then the following events Termination Date shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure be automatically extended to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement such date that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon is thirty (30) days prior to the closing of the advance notice period pursuant to the Bylaws for the submission of stockholder director nominations for the 2027 Annual Meeting. Notwithstanding the foregoing, (x) the Investor may earlier terminate this Agreement if the Company commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the Company from the Investor of written noticenotice specifying the material breach, unless or, if impossible to cure within fifteen (15) days, that the breaching Party cures the breach during the thirty Company has not taken any substantive action to cure within such fifteen (3015) day period. Upon any Default by Customer , and (y) the Company may earlier terminate this Agreement if the Investor commits a material breach of this Agreement that (if capable of being cured) is not cured before within fifteen (15) days after receipt by the expiration Investor from the Company of written notice specifying the applicable notice material breach, or, if impossible to cure within fifteen (15) days, that the Investor has not taken any substantive action to cure within such fifteen (15) day period. (b) Notwithstanding anything to the contrary contained herein, the provisions of Section 2(b), Section 4, Section 5(b), and cure period, Supplier may, at is sole option, do any or all Section 10 through Section 22 (inclusive) shall survive the termination of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter this Agreement. Termination of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and shall not relieve either Party from its responsibilities in respect of any and all Orders for Services without liability breach of this Agreement prior to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Suppliertermination.

Term Termination. This Agreement is for a The initial term of this Agreement shall commence on May 31, 2014 and remain in effect for three (3) years commencing on the date the Services are installed (the “Initial Term”). The Village reserves the right to renew the Agreement for two (2) and shall automatically renew for additional one (1) year periods unless either party gives periods, subject to acceptable performance by the other party notice Consultant, as determined by the Village in its sole discretion (the “Renewal Term(s)”). At the end of its intent not the Initial Term or any Renewal Term, the Village reserves the right to renew at least sixty extend this Agreement for a period of up to ninety (6090) days prior for the purpose of negotiating a new agreement with the Consultant, transitioning service to an alternate provider, or re-establishing in-house services. For any term beyond the expiration Initial Term, this Agreement is contingent on the appropriation of sufficient funds; no charges shall be assessed for failure of the then current term, provided, however, that this Agreement shall remain Village to appropriate funds in effect and be incorporated into every Order for Services for future contract years. The Village reserves the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of right to terminate this Agreement, during its term notwithstanding or any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service part hereof upon thirty (30) days written notice, unless with or without cause. In case of such termination, Consultant shall be entitled to receive payment from the breaching Party cures Village for work completed up to and including the breach during date of termination in accordance with the thirty terms and conditions of the Agreement Documents. For the Renewal Term terms, requests for increases shall be limited to three percent (303%) day periodper annum, or such lesser amount as may be agreed to by the Parties upon evaluation of the Financial Review in Section 4 of this Agreement and the establishment of a mutually acceptable profit to be earned by the Consultant. Upon any Default by Customer not cured In the event the Village elects to exercise its option for the Renewal Term, it shall provide written notice to the Consultant no less than one hundred eighty (180) days before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierInitial Term.

Term Termination. This (a) Subject to each Party's right to terminate pursuant to Section 3 (i) of this Agreement, and subsection 10 (b), (c), (d), (e), (f), and (g) below, this Agreement shall be effective as of the Effective Date hereof and shall continue for an Initial Term that ends [***] years from the Commencement Date. Notwithstanding the foregoing, the Parties agree that at any time after the first thirty (30) months following the Commencement Date, either Party has the right to terminate this Agreement and all obligations contained herein provided that it has given no less than ninety ( 90) days prior written notice to the other Party. Provided that this Agreement is for a term of three (3) years commencing on the date the Services are installed (the “Initial Term”) and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days terminated prior to the expiration of the then current termInitial Term, provided, however, that this Agreement shall remain be automatically renewed upon the expiration of the Initial Term for successive -------------------------- [***] Confidential treatment has been requested for this portion pursuant to Rule 406 promulgated under the Securities Act of 1933, as amended. Renewal Terms of two (2) years each from the date of expiration of the previous Initial Term or Renewal Term, as applicable. Such renewal shall not be effective if, at least ninety (90) days prior to the termination of the Initial Term or the then current Renewal Term, either Party shall have notified the other in effect writing of its decision not to renew this Agreement. If the terms hereof are to be amended in connection with any Renewal Term, an appropriate addendum shall be executed by both Parties and be incorporated into every Order for Services for added hereto reflecting, as applicable, the entire term of every Order for Services. It revised terms hereof. (b) If there is expressly understood and agreed that each Order for Services shall continue a material default by either Party in full force and effect, including incorporation the performance of the terms and conditions of this Agreement, during its term notwithstanding any termination or expiration and such default shall continue for a period of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after receipt by the Regulatory Requirement is effectivedefaulting Party of written notice thereof from the non-defaulting Party (setting forth in detail the nature of such default), then this Agreement shall terminate at the option of the non-defaulting Party as of the thirty-first (31st) day following the receipt of such written notice. If, however, the default cannot be remedied within such thirty (30) day period, such time period shall be extended for an additional period of not more than thirty (30) days, so long as the defaulting Party has notified the non-defaulting Party in writing and in detail of its plans to initiate substantive steps to remedy the default and diligently thereafter pursues the same to completion within such additional thirty (30) day period. (c) This Agreement shall be deemed terminated, without the requirement of further action or notice by either Party, in the event that either Party, or a direct or indirect holding company of either Party, shall become subject to voluntary or involuntary bankruptcy, insolvency, receivership, conservatorship or like proceedings (including, but not limited to, the takeover of such Party by the applicable regulatory agency) pursuant to applicable state or federal law and such proceedings are not dismissed within sixty (60) days of initiation thereof. (d) In the event that Company divests itself of its on-line business(es), FUSA shall have the right to immediately terminate this Agreement and all of its obligations contained herein upon written notice to Company. (e) In the event that any material change in any federal, state or local law, statute, operating rule or regulation, or any material change in any operating rule or regulation of either Party may, to MasterCard or Visa makes the extent practicable, terminate that portion continued performance of this Agreement under the then current terms and conditions demonstratively economically infeasible or Order for Services impacted by illegal, then FUSA shall have the Regulatory Requirement, or if the entire right to terminate this Agreement or the affected Order for Services is impacted in such upon ninety (90) days advance written notice. Such written notice shall include a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, detailed explanation and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more evidence of the following events shall constitute a default and breach of this Agreement demonstratively economically infeasible condition imposed. (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. f) In the event that the Company enters into any merger, acquisition, transfer of control or sale of substantially all of its assets to, or any similar transaction with, (a) any competitor of FUSA or any entity that owns a Default under this Agreement competitor of FUSA, or an Order (b) any entity that due to its products, services and/or reputation creates a demonstrable and material conflict of interest for Services by a PartyFUSA, then, FUSA shall have the other Party may right to terminate this Agreement or the affected Order for Service upon thirty (30) days notice. (g) In the event that the Company enters into any merger, acquisition, transfer of control or sale of substantially all of its assets to, or any similar transaction with, a primary competitor of FUSA which due to the primary competitor's products and services creates a economically infeasible material conflict of interest for the Company, then, the Company shall have the right to terminate this Agreement upon no less than one hundred and eighty (180) days written notice, unless which written notice shall (if permissible) include an explanation of the circumstances surrounding such termination. Notwithstanding the foregoing, in no event shall the termination be effective during the first Year following the Commencement Date of this Agreement. If, upon the consummation of such a transaction, the party with whom Company has entered into such transaction does not request an exclusive relationship with the Company, then FUSA shall have the right to purchase advertising at the Company's then commercially reasonable standard rate, quality, quantity, and terms as for the Products offered pursuant to this Agreement. (h) In the event that any representation or warranty set forth in Section 7 of this Agreement is breached, then the non-breaching Party cures shall have the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate right to immediately terminate this Agreement and all of its obligations contained herein by notice to the breaching Party. (i) Upon termination of this Agreement: (i) Company and FUSA shall work together toward an orderly termination of this Program; (ii) Each Party shall promptly return to the other any materials that have been supplied by such Party, if any, including without limitation all Confidential Information; (iii) All Accounts which have been opened pursuant to the terms hereof, together with all Accounts for which applications have been received but not yet processed by FUSA as of the effective date of such termination, shall remain the sole and all Orders exclusive property of FUSA; (iv) FUSA shall have the right, but not the obligation, prior to the expiration date inscribed on the Products, to reissue cards or Products previously issued to Account holder or Account members pursuant to this Agreement and to issue card or Products to applicants whose applications are received after the effective date of such termination, in its own name and without any reference to Company on such cards or Products; (v) Notwithstanding any other provision of this Agreement, and for Services without liability the avoidance of doubt, if, in any given Contract Year, this Agreement is terminated pursuant to Supplier; Collect from Customer Section 3 (i), regardless of the disconnection charges; and/or Pursue such reason, then Company will have no obligation to refund to FUSA any unearned Advance Payments and any unearned portion of the Subscriber Growth Advance with respect to the preceding Contract Year, essentially the Contract Year in which the Account Goal was not met. The Company will have an obligation to refund any unearned Advance Payments and any unearned portion of the Subscriber Growth Advance with respect to the current Contract Year, essentially the Year in which notice of termination is rendered; (vi) If this Agreement is terminated by FUSA pursuant to Sections 10 (b), (d), (f), or by the Company pursuant to Section 10 (a) or (g), then, Company shall be required to remit to FUSA any unearned portion of the Advance Payments and any unearned portion of the Subscriber Growth Advance payment relating to that Contract Year as of the effective date of termination, if any. (vii) If this Agreement is terminated by Company pursuant to Section 10 (b), Section 10 (c), Section 10 (e), or any other legal provision hereof, or equitable remedy by FUSA pursuant to Section 10 (a) or relief Section 10 (e) then, Company shall have the right to retain the entire amount of any Advance Payments and any Subscriber Growth Advance paid made as may be available to Supplier.of the day notice of termination was rendered;

Term Termination. (a) This Agreement is for a term and the performance of three (3) years commencing the Services hereunder shall commence on the date the Services are installed (the “Initial Term”) hereof and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term effect until such time as each Service Period in respect of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier Service as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices Schedules has expired or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then has been otherwise terminated in accordance with the Parties shall attempt to mutually agree on a modification and amendment of this terms hereof. This Agreement and the affected Order provision of any Services hereunder shall automatically terminate on the 18-month anniversary of the date hereof (except for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation an extension of such Services and any outstanding invoices still owed by Customer. term pursuant to Section 5 hereof). (b) The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party Purchaser may terminate this Agreement or the affected Order for with respect to any Service upon thirty (30the specified prior written notice to the Service Provider as set forth in the relevant Schedule with respect to such Service. The termination of any Service pursuant to this Section 4(b) days written noticeshall become effective on the last date of the relevant Service Period or, unless in the breaching Party cures event of an earlier termination by the breach during Purchaser pursuant to the thirty (30) day period. Upon any Default by Customer not cured before immediately preceding sentence, upon the expiration of the applicable notice and cure period, Supplier mayand, at is sole option, do any or all following the effective time of the followingtermination, (i) the Purchaser shall no longer be obligated to pay for such Service (except with respect to any Fees incurred up to such date); provided, that the Purchaser shall be obligated to reimburse the Service Provider for any reasonable out-of-pocket expenses or costs attributable to such termination, (ii) the Purchaser shall not be permitted to request the Service Provider to resume the provision of such Service and (iii) the Service Provider shall no longer be obligated to provide such Service hereunder. (c) This Agreement may be terminated by: Cease accepting or processing Orders (i) the mutual written consent of the parties hereto; (ii) Thomson in the event that the Purchaser defaults in the payment when due of any Invoiced Amount and such default continues unremedied for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter a period of creditthirty (30) days (plus, security deposit or other assurance in the event of payment and enforce any security interest provided by Customer; Terminate a disputed invoice, the period during which a dispute resolution pursuant to this Agreement and is being undertaken); or (iii) either party hereto upon written notice delivered to the other party if (A) the other party fails to materially perform or otherwise materially breaches an obligation under this Agreement (other than a failure by the Purchaser to pay the Invoiced Amount); provided, however, that the breaching party shall have thirty (30) days from the date of receipt of such notice from the non-breaching party to cure such material non-performance or such material breach, after which time this Agreement shall terminate if such material non-performance or such material breach has not been cured or (B) the other party makes a general assignment for the benefit of creditors, becomes insolvent, commences a voluntary proceeding under any and all Orders for Services without liability Law relating to Supplier; Collect from Customer bankruptcy, insolvency, reorganization or winding up (“Bankruptcy Laws”), a receiver is appointed with respect to the disconnection charges; and/or Pursue other party or a proceeding commences in any court of competent jurisdiction seeking such other legal party’s liquidation, reorganization, dissolutions or equitable remedy winding up or similar relief as may be available to Supplierin respect of such party under Bankruptcy Laws.

Term Termination. This Agreement is for a term of three (3a) years commencing on The Employment Period shall commence upon the date first set out above and shall continue until terminated in accordance with the Services are installed provisions of this agreement; provided, that, (i) the Employment Period shall terminate immediately upon Executive’s death, resignation (which must be accompanied by at least sixty (60) days’ prior written notice) or Disability, (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause (any such termination without Cause must be accompanied by at least sixty (60) days’ prior written notice, and the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that any such termination without Cause becomes effective), and (iii) the Employment Period may be terminated by Executive at any time for Good Reason or for any reason (with at least sixty (60) days’ prior written notice); provided further that, in the event the Company wishes to terminate the Employment Period for Cause solely based on events described in clauses (iii) and/or (ix) of the definition of “Initial TermCause”, the Company shall provide Executive with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to Executive (provided that the Company shall be permitted to withdraw such notice at any time prior to such sixth (6th) day, and provided further that the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that such termination becomes effective); provided further that, in the event Executive wishes to terminate the Employment Period for Good Reason based on events described in clause (ii) of the definition of “Good Reason”, Executive shall provide the Company with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to the Company (provided that Executive shall be permitted to withdraw such notice at any time prior to such sixth (6th) day). At the end of the initial term, this Agreement shall automatically renew for an additional one (1) year periods terms, unless either party gives the other party provides notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration of the then current such initial term or any renewal term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation . (b) Upon a termination of the terms of this AgreementEmployment Period, during its term notwithstanding any other than a termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration end of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied Employment Period by the number of months remaining in Company without Cause or by the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due Executive within thirty (30) days of the effective occurrence of Good Reason, all future compensation or bonuses to which Executive would otherwise be entitled and all future benefits for which Executive would otherwise be eligible shall cease and terminate as of the date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminatedsuch termination; provided, howeverthat Executive shall receive any salary earned through the date of termination, the Order for Services for the upgraded circuit must be of equal or longer term payable pursuant to the original circuit Company’s general payroll practices as may be in effect from time to avoid time and subject to deduction and withholding authorized or required by applicable law. (c) Upon a termination of Executive’s employment prior to the early disconnection charge. If end of the Federal Communications Commission, a state Public Utilities Employment Period by the Company without Cause or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement by Executive within thirty (30) days of the occurrence of Good Reason, the Company shall pay and/or provide Executive, in consideration of Executive’s continuing obligations hereunder after the Regulatory Requirement is effectivesuch termination (including, without limitation, Executive’s non-competition obligations), an amount equal to Executive’s then upon written notice either Party maycurrent Base Salary for a period of (3) months, payable bi-weekly and otherwise pursuant to the extent practicableCompany’s regular payroll policies. The payments described above shall be subject to Executive’s execution and delivery to the Company within 30 days of the date of termination an executed Separation Agreement and General Release in a form approved by the Company. (d) The parties agree that the obligations created in Sections 5, terminate that portion 6, 7, 11, 14, and 15 of this Agreement will survive the termination of Executive’s employment with the Company. (e) Executive expressly covenants and agrees that for a period two years following termination, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or Order for Services impacted employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company or any of its affiliates or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company or any of its affiliates any person who or which is a customer of any of such entities during the period during which Executive is employed by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierCompany.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO at the compensation contemplated in Appendix B until a successor CCO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and P▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, P▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. (a) This Agreement is shall commence on the Effective Date and shall continue in effect, for a term period of three (3) years commencing on the date the Services are installed (the “"Initial Term”) "), and shall automatically renew for additional one successive renewal terms of two (12) year periods year(s) (each a "Renewal Term") following the Initial Term unless either party gives Party notifies the other party notice in writing of its intent decision not to renew the term of this Agreement at least sixty (60) days prior to the expiration of the term then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty . (30b) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In ln the event of a Default under this Agreement or an Order for Services any material breach by a either Party, the other Party may terminate this Agreement or the affected Order for Service upon by giving thirty (30) days prior written noticenotice thereof to the breaching Party, unless which notice shall specify the nature of the breach; provided, however, that such termination shall not take effect if the breaching Party cures or corrects the breach during within such notice period. (c) This Agreement may be terminated immediately upon written notice from the other Party if either Party becomes insolvent, bankrupt, enters into an arrangement with its creditors, votes to appoint an administrator or trustee, becomes subject to the exercise of powers by a secured creditor (including having a receiver or manager appointed), or experiences a Force Majeure Event for a period of time described in Section 1 l(d). (d) In the event the Proprietary Index contains data from a third party licensor, including, but not limited to, a stock exchange, commodity exchange, or other third party source (collectively, the "Sources ") and/or, with Client' s written consent (which may be in the form of an email), the Proprietary Index or the Proprietary Index Values are made available on or by such Sources, Client agrees and acknowledges that such Sources may require Client to enter into separate agreements directly with the applicable Source and/or impose additional fees on Client either directly or through Alerian. In the event Alerian must impose such additional fees on Client , Alerian shall provide as much advance written notice as reasonably practicable and Client shall thereupon have a period of thirty (30) day perioddays from receipt of such notice in which to terminate the Agreement upon written notice to Alerian. Client understands that, to the extent any portion of the Proprietary Index is the subject of a license agreement between Client and a Source, Client's right to receive and use such portion of the Proprietary Index is subject to termination , without liability on the part of Alerian, in the event that such license agreement, including but not limited to the Licensed Methodology is terminated. In addition, Alerian shall have the right to discontinue the Services with respect to any Proprietary Index, without liability on the part of Alerian , upon (i) Alerian ' s reasonable determination that Client is in breach of a direct agreement entered into with any Source in connection with any Proprietary Index (including, but not limited to, an agreement for the Licensed Methodology) and/or (ii) the termination of any agreement between Alerian and any Source related to Alerian ' s performance of the Services; provided, however, that Alerian shall provide Client with prompt written notice upon becoming aware that any such discontinuation is possible. Upon any Default discontinuation by Customer not cured before the expiration Alerian of the applicable Proprietary Index, Alerian may terminate this Agreement and, in such event, Alerian shall have no liability to Client other than to make a pro rata refund to Client of any unearned fees that have been prepaid by Client. (e) Subject to Section 13(i), either Party shall have the right to terminate this Agreement upon written notice to the other Party in the event the terminating Party decides to generally discontinue its operations. Upon any termination of the Agreement pursuant to this Subsection 5(e), the terminating Party shall have no liability to the other Party other than (i) if Alerian is the terminating Party, to make a pro rata refund to Client of any unearned fees that have been prepaid by Client or (ii) if Client is the terminating Party, to pay all amounts due to Alerian through the date of termination. (f) Upon the effective termination date of this Agreement, Alerian shall immediately discontinue performing all maintenance, calculation, and cure periodother responsibilities hereunder. (g) Alerian shall have the right, Supplier mayin its sole discretion, to cease compilation and publication of the Proprietary Index. If Alerian intends to discontinue the calculation of the Proprietary Index, Alerian shall use commercially reasonable efforts to give Client at is sole least ninety (90) days written notice prior to such discontinuance. Client shall have the option hereunder within sixty (60) days after receiving such written notice from Alerian to notify Alerian in writing of its intent to seek out a replacement index calculation agent. In the event that Client does not exercise such option, do any or all this Agreement shall be terminated with respect to the Proprietary Index as of the following: Cease accepting or processing Orders date specified in the Alerian notice. Should Client elect to proceed with a replacement index calculation agent, upon the termination of this Agreement, Alerian shall preserve the data and calculations relating to the Proprietary Index. Provided that Alerian has been paid for Services its services hereunder as provided herein, Alerian shall provide all such data and suspend Services; Cease all electronically calculations to Client and manually generated information shall, in good faith and reports; Draw on at Client's request and expense, assist with the transition of the services provided for hereunder to the replacement index calculation agent for a period not to exceed ninety (90) days post-termination. (h) Upon termination and settlement of any letter of creditamounts due under this Agreement, security deposit or other assurance of payment and enforce Alerian shall return to Client any security interest Confidential Information provided by Customer; Terminate the Client to Alerian pursuant to this Agreement and upon request; provided Alerian shall have the right to keep copies of Confidential Information in order for it or any and all Orders for Services without liability of its Affiliates to Supplier; Collect from Customer observe the disconnection charges; and/or Pursue such other regulatory or legal or equitable remedy or relief as may be available to Supplierobligations that it is subject to.

Term Termination. This Agreement is for a Subject to the receipt of all Gaming Approvals and Landlord Approvals, the term of three this Lease shall commence concurrently with the Closing as defined in the Merger Agreement (3) years commencing “Commencement Date”), and expire at 11:59 p.m. on the date immediately preceding the Services are installed second anniversary of the Commencement Date (the “Initial Term”) and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated); provided, however, (a) either party may terminate this Lease upon 120 days advance written notice at any time following the Order first anniversary of the Commencement Date; (b) that if Tenant has not received its Gaming Approvals on or before the Commencement Date, then this Lease shall terminate automatically, and there shall be no opportunity to cure; and (c) that if the Closing does not occur for Services for any reason on or before March 30, 2007, then Tenant may terminate this Lease and upon such termination, if such failure to close by March 30, 2007 is as a result of Morgans’ breach or failure to perform under the upgraded circuit must Merger Agreement, then Tenant shall be of equal or longer term entitled to receive from Morgans and/or Landlord upon demand Tenant’s reasonable costs and reasonable attorneys’ fees incurred in the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision negotiation and preparation of this Agreement or an Order for Services (collectivelyLease, “Regulatory Requirement”), then in seeking the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderGaming Approvals, and Customer in preparation for commencing the Gaming Operations. Tenant agrees and acknowledges that the remedies set forth in the previous sentence shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers Tenant’s sole and exclusive remedies in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of termination by Landlord of this Lease in accordance with this Section 3.1 and that in such event of termination, neither party will have any further rights or obligations hereunder; provided, however, if Morgans deliberately delays the Closing beyond March 30, 2007 for the purpose of using a Default under this Agreement or an Order for Services by a Partygaming operator other than Tenant, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and then Tenant shall be permitted to pursue any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal remedies available at law or equitable remedy or relief as may be available to Supplierequity.

Term Termination. (a) This Agreement is for a term shall take effect as of three (3) years commencing on the date the Services are installed (the “Initial Term”) Effective Date and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue thereafter in full force and effecteffect until October 12, including incorporation 2017, unless either extended in accordance with the provisions of Section 3(b) hereof, or terminated in accordance with the terms provisions of this Agreement, during its term notwithstanding any termination or expiration of this AgreementSection 3(c) hereof (the “Term”). The initial term of each Order Consultant shall begin providing consulting services to the Company on the Effective Date. (b) This Agreement may be renewed by the Company for Services shall be successive one-month periods (the term identified in such Order for Services. If “Renewal Period(s)”) if the Company gives the Consultant at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty least fourteen (3014) days’ prior written noticenotice of such renewal and the Renewal Period is agreed to by the Consultant and the Company in writing. The number of hours per week for each Renewal Period will not exceed, and will be capped at no more than, 10 hours per week. If any Services are terminated after execution of the applicable Order Agreement is extended under a Renewal Period, the only compensation for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of Consultant’s services during the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier Renewal Period will be as set forth in Section 1.02(g2(a) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) hereof. For the avoidance of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall doubt, there will be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term no alterations to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, vesting or exercise terms set forth in Section 2(e) hereof as a state Public Utilities result of any extended Term or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services Renewal Period. (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this c) This Agreement and the affected Order consulting services provided by the Consultant hereunder may be terminated at any time by either the Consultant or the Company for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty any reason or no reason by giving at least fourteen (3014) days after the Regulatory Requirement is effective, then upon days’ prior written notice either Party may, of termination to the extent practicableother party. This Agreement and the consulting services provided by the Consultant hereunder shall terminate immediately upon the Consultant’s death. The provisions of Sections 4, terminate that portion 5, 6, 7, 8 and 9 shall survive the termination of this Agreement Agreement. (d) Upon expiration or Order for Services impacted by termination of this Agreement, the Regulatory Requirement, or if Consultant agrees that he will not represent himself to third parties as continuing to have ongoing obligations to and with the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderCompany, and Customer shall will not be liable hold himself out as having a role with the Company, nor have any authority to speak or act for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more on behalf of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierCompany.

Term Termination. (a) This Agreement is for a term shall continue from the Effective Date hereof through February 28, 2014, and may be extended by the mutual written agreement of three the parties (3) years commencing on the date the Services are installed (such period, and any extensions thereof, the “Initial Term”). (b) and shall automatically renew for additional one (1Notwithstanding anything in Section 17(a) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current termcontrary, provided, however, that this Agreement shall remain in effect and may be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: as provided below: (i) those costs reasonably incurred by Supplier through Either party shall have the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior right to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days prior written noticenotice if the other party breaches this Agreement and, if susceptible of cure, fails to cure such breach within such 30-day period. (ii) Retailer shall have the right to terminate this Agreement on not less than one hundred and twenty (120) days prior written notice if Bank elects not to increase the Credit Review Point pursuant to 5(b); provided, that in each case, any such notice of termination is given not more than one (1) year after Bank first advises Retailer of such election; provided, further, that as of the first date on which the aggregate outstanding indebtedness for all Accounts exceeds the Credit Review Point then in effect, this Agreement shall automatically and immediately terminate unless the breaching Party cures parties shall have mutually agreed in writing to continue the breach Program. (iii) Bank shall have the right to terminate the Agreement upon fifteen (15) business days’ prior written notice to Retailer if Retailer fails to maintain Tangible Net Worth as defined in Schedule 14(b) as and to the extent required therein; provided, that if during such fifteen (15) business day period Retailer provides to Bank an Eligible Letter of Credit in an amount equal to the thirty then-current Letter of Credit Amount (30as defined in Appendix A), then, as to the specific reporting period within which such default occurred, such default shall be deemed cured. The terms and conditions applicable to any such Letter of Credit are set forth on Appendix A attached hereto. (iv) day period[**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] (v) Bank shall have the right to immediately terminate this Agreement if (x) applicable laws, regulations or other authority regulating Bank’s rate or fee structure change in a manner that is materially adverse to Bank or are preempted, or (y) Bank determines that the Program does not qualify (or if Bank reasonably determines that there is a material risk that the Program will not qualify) as an “open-end” credit facility under Regulation Z, 12 C.F.R. 226.2(a)(20). (vi) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] (vii) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] (A) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] (B) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] (viii) This Agreement shall automatically terminate if either party is the subject of bankruptcy, reorganization or similar proceedings, elects to wind up or dissolve its operations, suspends its business, or has a liquidator, trustee or custodian appointed over its affairs. (c) Notwithstanding termination by either party (i) the terms of this Agreement will continue to apply to any Accounts established or transactions occurring, prior to the effective termination date, (ii) the provisions of Sections 9 (Ownership of Accounts and Information), 13 (Accountholder Information/Confidentiality and Data Security), 16 (Indemnification), 17 (Term/Termination) and 21 (Miscellaneous) will survive, and (iii) Bank may use Retailer’s name and marks for purposes of liquidating, transferring, selling, administering or collecting Accounts. Upon expiration or earlier termination of this Agreement, Bank will have the right, in addition to and without waiving any Default by Customer not cured before other rights it may have under the terms of this Agreement or applicable law, to liquidate the Accounts in any lawful manner which may be expeditious or economically advantageous to Bank, including, without limitation, the issuance of a replacement or substitute credit card, transferring or selling the Accounts to any person or soliciting the affected Accountholders to transfer or convert balances to other credit vehicles. Bank may continue to provide the Program following the expiration or termination hereof as Bank reasonably deems necessary to effect any transfer, conversion or substitution of the applicable notice Accounts; provided, that such continuation shall in no circumstances exceed six (6) months. Bank may use the Retailer’s names and cure periodmarks through the Final Liquidation Date (as defined in Section 17(b)) to communicate with Accountholders in connection with any such liquidation, Supplier mayconversion, at is sole optionsubstitution or sale; provided, do that such use shall be limited to (x) the extent necessary to identify the Program as the subject of any communication, including in connection with the conversion of Accounts contemplated above, or all (y) continued billing and collections in substantially the same manner as such functions were performed prior to the expiration or earlier termination of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to SupplierAgreement.

Term Termination. This Agreement is for a term of three (3) years commencing shall commence on the date Effective Date and remain in effect for the Services are installed period specified in Schedule A and, unless this Agreement is terminated earlier as provided herein, shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (the “Initial Term”) and shall automatically renew for additional one (1) year periods unless each a Renewal Period), unless: either party gives notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. If customer wishes, upon notice of its intent not to renew at least sixty (60) days prior termination by said customer, that services rendered by Supplier be ceased immediately, an early termination fee equal to the expiration remainder of the then current term, provided, however, that contracted monthly fees will be applied. Supplier may terminate this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed event that each Order for Services shall continue in full force and effect, including incorporation of the terms Customer fails to cure a breach of this Agreement, during its term notwithstanding any Agreement within 30 days after receipt of written notice of breach. Upon termination or expiration of this Agreement. The initial term of each Order for Services shall be by the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for ServicesSupplier due to material breach, Customer shall not have exercised within five days of termination return, or destroy at Supplier's discretion, any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution and all copies of the applicable Order Documentation. Customer shall certify in writing to Supplier that all such copies have been returned or destroyed. On termination of this agreement for Services any reason; all services granted under this agreement shall immediately terminate; each party shall make no further use of any intellectual property, documentation and prior other items (and all copies of them) belonging to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by the other party; the Supplier through the date may destroy or otherwise dispose of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated Customer Data in its possession unless the Supplier receives, no later than ten days after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading the termination of on-net circuits to those of higher capacity is considered this agreement, a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services written request for the upgraded circuit must be of equal or longer term delivery to the original circuit Customer of the then most recent back-up of the Customer Data. The Supplier deliver the back-up to avoid the early disconnection chargeCustomer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). If The Customer shall pay all reasonable expenses incurred by the Federal Communications Commission, a state Public Utilities Supplier in returning or Service Commission or a court disposing of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement Customer Data; and the affected Order for Services in such a way accrued rights of the parties as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirementat termination, or if the entire Agreement continuation after termination of any provision expressly stated to survive or the affected Order for Services is impacted in such a way as to make continuation impossibleimplicitly surviving termination, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one affected or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplierprejudiced.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO, and without penalty to either party, by the Fund’s Board, including a majority of Disinterested Directors. Should the Board terminate the Services of the individual approved to be CCO for any reason reason, PINE shall designate another qualified employee of PINE, subject to approval by the Board, including a majority of Disinterested Directors, to serve as temporary CCO at the compensation contemplated in Appendix B until a successor CCO is selected and approved by the Board, including a majority of Disinterested Directors. iii. With respect to the Services provided by the PFO, and without penalty to either party, by the Fund’s Board on sixty (60) days’ prior written notice to PINE. Should the Fund’s Board terminate the Services of the individual appointed by PINE to serve as PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board, to serve as temporary PFO at the compensation contemplated in Appendix B until a successor PFO is selected and approved by the Board. iv. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the monthly recurring charges terminating Party. v. By PINE for the Services multiplied by the number of months remaining cause if Client defaults in the initial term; payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within fifteen (ii15) days after being given written notice of such payment default. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due such termination within thirty (30) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, P▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO at the compensation contemplated in Appendix B until a successor CCO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, ▇▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. 6.1 This Agreement is shall remain in effect for a term of three twelve (312) years commencing on months from the date the Services are installed Effective Date (the “"INITIAL TERM"); provided, however, that if Seller requires the provision of any Services after the expiration of the Initial Term”, then Seller shall have the right to extend the Initial Term for up to additional twelve (12) and shall automatically renew for additional one months (1collectively with the Initial Term, the "TERM") year periods unless either party gives the other party by providing Buyer with written notice of its intent not to renew at least sixty (60) 30 days prior to the expiration of the then current termInitial Term. 6.2 Unless otherwise expressly stated in the applicable Exhibit A with respect to a specific service, provided, however, that Seller shall have the right to terminate all or any part of any Service to be provided under this Agreement shall remain in effect and be incorporated into every Order for Services for at any time during the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If Term by providing to Buyer with at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ least 30 days prior written notice. If any Services are . 6.3 In addition, this Agreement may be terminated after execution of in the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplierfollowing events: (ia) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of either party hereto may terminate this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then if the Parties shall attempt to mutually agree on other party commits a modification and amendment material breach of this Agreement and the affected Order for Services in fails to remedy such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement breach within thirty ten (3010) days after the Regulatory Requirement is effective, then upon receipt of written notice either Party mayof such breach, to the extent practicable, terminate that portion of (b) this Agreement or Order for Services impacted may be terminated by Seller upon the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation provision of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless (c) this Agreement may be terminated by Buyer, upon written notice of a breach by Seller of any of its covenants under Sections 8.1 and 8.2 of the breaching Party cures Purchase Agreement, and (ii) if, notwithstanding Section 1.2 above, the breach during parties fail to reach a solution for sharing an office space, and (d) this Agreement may be immediately terminated by either party by written notice upon (i) the thirty other party's voluntary or involuntary bankruptcy, receivership or commencement of a similar insolvency proceeding which is not removed within ninety (3090) day period. days; or (ii) the other party's election to dissolve or wind-up business. 6.4 Upon any Default by Customer not cured before the termination, cancellation or expiration of this Agreement for any reason, neither party shall be relieved of its duty to discharge in full all accrued, liquidated and due sums owed by either party to the applicable notice other, which sums shall become immediately due and cure periodpayable on the date of termination, Supplier maycancellation or expiration. In addition, at is sole optionthe respective rights, do any or all obligations and duties of the following: Cease accepting parties under Sections 4.2, 5, 6, 7 and 8, as well as any rights, obligations and duties which by their nature extend beyond the termination, cancellation or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on expiration of this Agreement, shall survive any letter of credittermination, security deposit cancellation or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplierexpiration hereof.

Term Termination. This Agreement is for a (a) The initial term of three this Agreement will be two years (3) years commencing on the date the Services are installed “INITIAL TERM”), unless it is terminated earlier in accordance with its terms. Thereafter, this Agreement will continue in effect for successive twelve month periods (the each a “Initial TermRENEWAL TERM”) and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew so long as such continuance is specifically approved at least sixty annually (60i) days prior to by the expiration vote of a majority of those members of the then current termBoard who are not interested persons of any party to this Agreement, provided, however, that this Agreement shall remain cast in effect and be incorporated into every Order for Services person at a meeting called for the entire term purpose of every Order for Services. It is expressly understood voting on such approval, and agreed that each Order for Services shall continue in full force and effect, including incorporation (ii) by the Board or by vote of a majority of the terms outstanding voting securities of the Fund. For purposes of this Agreement, during its term notwithstanding “SERVICES PERIOD” means the Initial Term and any termination or expiration of this AgreementRenewal Term. The initial term of each Order for Services shall Period will be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered divided into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date consecutive annual periods of receipt of termination twelve months each that commence on October 1 and expire on September 30 (each, an “ANNUAL PERIOD”), (ii) any noneach Annual Period will be divided into four consecutive, three-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement month periods (each, a “DefaultQUARTERLY PERIOD”): Either Party’s insolvency), dissolution or cessation of business operations; Customer’s failure to pay and (iii) each Quarterly Period will be divided into three consecutive calendar months (each, a “MONTHLY PERIOD”). (b) Notwithstanding any delinquent invoice or amount owed; Customer’s fraudulent or illegal use contrary provision in this Agreement, this Agreement may be terminated as follows: (i) This Agreement will terminate automatically upon the effective date of the Services; and Any assignment termination of the Advisory Agreement with respect to the Fund for any reason (whether by the Trust, by the Adviser, or by operation of law). (ii) This Agreement may be terminated as to the Fund at any time by the Adviser or by the Trust (by vote of the majority of those members of the Board who are not interested persons of any party to this agreement Agreement or by vote of a majority of the outstanding voting securities of the Fund) on sixty days written notice to the Sub-Adviser, or by the Sub-Adviser on one hundred eighty days written notice to the Trust, provided that violates Section 4.10. In in the case of termination by the Trust or the Sub-Adviser, notice shall be given simultaneously to the Adviser. (iii) This Agreement will terminate immediately in the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplierits assignment.

Term Termination. This Agreement is for a (a) The term of three this Lease (3the “Term”) years commencing shall commence on the date the Services are installed hereof (the “Initial TermCommencement Date”) and shall automatically renew for additional one (1) year periods expire on March 31, 2017 unless Tenant’s right to use and occupy the Premises is either party gives the other party notice of its intent not earlier terminated or extended pursuant to renew at least sixty (60) days prior to the expiration of the then current term, provided, however, that this Agreement shall remain and in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of accordance with the terms of this Lease, the Master Agreement and the TSA (March 31, 2017, or such earlier or later date to which Tenant’s right to use and occupy the Premises shall have been accelerated or extended, as applicable, the “Expiration Date”). Tenant shall have no right to extend the term of this Lease beyond the Expiration Date. Notwithstanding the foregoing, Tenant shall have the right to terminate this Lease at any time during the Term upon providing Landlord with no less than one hundred eighty (180) days prior written notice, in which case Tenant’s obligation to continue to pay Rent hereunder shall continue until the expiration of such one hundred eighty (180)-day period. In the event of such termination by Tenant, Tenant shall quit and surrender to Landlord the Premises within one hundred eighty (180) days of delivery of such termination notice in accordance with the provisions of Section 18. (b) This Lease may be terminated prior to March 31, 2017 (i) by mutual written consent of Landlord and Tenant or (ii) pursuant to the provisions of Section 2(c), 11, 12, 14 or 15(b) of this Lease. (c) Notwithstanding the foregoing, (i) this Lease shall automatically terminate (subject to the last sentence of this Section 2(c)) in the event of a termination of the Master Agreement, during its the expiration or termination of the News Agreement (as such term notwithstanding any is defined in the TSA) or the expiration or termination of the TSA, subject to the Transition Rights (as defined below), in each case, pursuant to the applicable termination provisions thereof, provided that, in the event that (x) such automatic termination is the result of the termination or expiration of this the News Agreement. The initial term of each Order for Services , Tenant shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through 1)-year transition period from the date of receipt such automatic termination to quit and surrender to Landlord the Premises, or (y) such automatic termination is the result of a termination by CBS Radio of the Master Agreement pursuant to Section 27(a)(ii) through (v) or Section 27(b) thereof, Tenant shall have a six (6)-month transition period from the date of such automatic termination to quit and surrender to Landlord the Premises; and (ii) this Lease may be terminated by Landlord if any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained person or entity engaged in the applicable Order for Services for any reason other radio network business, whether or not a Competitor (as defined in the Master Agreement), acquires or enters into an agreement to acquire more than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number equity or voting interests of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation Tenant, all or substantially all of the Services; and (iii) any outstanding invoices assets of Tenant or other amounts still owed by Customer. Such payment shall be due within thirty (30) days all or substantially all of the effective assets comprising any significant business unit or division of Tenant, in each case, in a single transaction or series of related transactions, provided that in such case Tenant shall have a one (1)-year transition period from the date of cancellationsuch termination to quit and surrender to Landlord the Premises. Upgrading Notwithstanding the foregoing, if the TSA is terminated, this Lease shall terminate at the end of on-net circuits to those the transition periods that are the subject of higher capacity is considered a service upgrade the Monetary Breach Transition Right, Breach Transition Right, Natural Expiration Transition Right or Short Term Transition Right, as applicable (each as set forth in which case Section 5 of the original circuit is not considered terminated; TSA and, collectively, the “Transition Rights”). Landlord and Tenant agree that, during any of the transition periods herein provided, however, Tenant shall have the Order for Services for the upgraded circuit must be of equal or longer term right to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal continue its use of the Services; Leased Equipment and Any assignment Rooftop Equipment in accordance with the provisions of this agreement that violates Section 4.10. In the event Lease (including, without limitation, all obligations of a Default under this Agreement or an Order for Services by a PartyTenant hereunder, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before which obligations shall continue to apply to Tenant until the expiration of the such applicable notice and cure transition period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier).

Term Termination. This Agreement is for a The term of three this Agreement shall be the twelve (312) years month period commencing on the date the Services are installed August 2, 2018, unless earlier terminated in accordance with this Agreement or extended by mutual written agreement (the “Initial Term”). This Agreement may be terminated prior to its expiration in the following manner: (i) by Voyager at any time immediately upon written notice to Consultant if Consultant has materially breached this Agreement, the Retirement Agreement dated June 28, 2018 between Consultant and shall automatically renew for additional one the Company (1the “Retirement Agreement”), or the Restrictive Covenants Agreement referenced in the Retirement Agreement; (ii) year periods unless by Consultant at any time immediately upon written notice if Voyager has materially breached this Agreement or the Retirement Agreement; (iii) by either party gives the other party notice of its intent at any time, for any reason or no reason, upon not to renew at least sixty less than forty-five (6045) days prior written notice to the other party; (iv) at any time upon the mutual written consent of both parties; or (v) automatically upon the death, physical incapacitation or mental incompetence of Consultant. Any expiration or termination of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for without prejudice to any obligation of either party that has accrued prior to the entire term effective date of every Order for Servicesexpiration or termination. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms Upon expiration or termination of this Agreement, during its term notwithstanding neither Consultant nor Voyager will have any further obligations under this Agreement, except that (a) Consultant will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Voyager, unless Voyager specifies in the notice of termination that Services in progress should be completed; (b) Consultant will deliver to Voyager all Work Product (defined below) made through expiration or termination; (c) Voyager will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to Voyager all Voyager Property (defined below) and other Confidential Information (defined below) and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 2 and 4 through 14 will survive expiration or termination of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect. PINE will provide Client with ninety (90) days written notice of any changes to the terms, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of fees and Services provided under this Agreement. The initial term If Client does not object in writing to such changes or provide PINE with a written notice of each Order for Services non-renewal within sixty (60) days of such notice, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the term identified manner set forth in such Order for Services. If at PINE’s written notice, and shall become operative and effective upon the expiration of the initial term specified ninety (90) day notice period above. If Client timely objects in each Order for Serviceswriting to such changes within sixty (60) days of such notice, Customer the Parties shall not have exercised seek to agree in writing to such changes on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any option to renew contained therein time. ii. By a Party, with or entered into a new Order for Services with Supplier for such Serviceswithout cause and without penalty, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty ninety (3090) days’ prior written notice. iii. If any With respect to the Services are terminated after execution provided by the PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the applicable Order individual appointed by PINE to serve as PFO for Services any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and prior the independent trustees of the Board, to service commencement date serve as temporary PFO at the compensation contemplated in Appendix B until a successor PFO is selected and approved by the Board. iv. By a Party for such Order for Services, Customer agrees to pay to Suppliercause if: (iA) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained Party materially defaults in the applicable Order for Services for performance of any reason of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. v. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, ▇▇▇▇’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, ▇▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFAO, and without penalty to either Party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFAO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFAO at the compensation contemplated in Appendix B until a successor CCO or PFAO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any undisputed amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, ▇▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. (a) This Agreement is for a term of three (3) years commencing shall commence on the date the Services are installed (the “Initial Term”) Effective Date and shall automatically renew for additional one (1) year periods unless either party gives the other party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effecteffect until December 31, including incorporation of 2007, unless earlier terminated in accordance with the terms of this Agreement, during its term notwithstanding any termination or expiration other provisions of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not also have exercised any option the right to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty (30) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and prior to the expiration of the initial term of such Services contained in the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal to: (i) fifty percent (50%) of the monthly recurring charges for the Services multiplied by the number of months remaining in the initial term; (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (30) days of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of terminate this Agreement and the affected Order Program with immediate effect, upon notice to Laureate, upon the occurrence of any of the events specified in Section 2(b), Section 6(b), Section 8(b) (Modification initiated by Laureate), or Section 15(a), in which event Laureate shall immediately cease performance hereunder, and upon presentation by Laureate to Customer ***CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. of a final invoice for Services non-cancelable obligations and other payments then due in such a way as is necessary accordance with Appendix 7 for services already provided pursuant to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement Scope (the “Final Invoice”), Customer will, within thirty (30) days after receipt of the Regulatory Requirement is effectiveFinal Invoice, pay to Laureate those amounts invoiced for non-cancelable obligations incurred by Laureate prior to Customer’s notice of termination, it being understood and agreed that Customer shall have no further payment obligation to Laureate hereunder and that Customer may, at its option, apply any amounts advanced to Laureate but not applied to the payment of such non-cancelable obligations, if any; and provided further that Laureate shall refund to Customer the balance of any advance(s) not then upon applied. Additionally, (i) up until ten (10) business days after *** in accordance with Section ***, above, Customer shall have the right to terminate this Agreement for any reason, effective ***, and (ii) after *** in accordance with Section ***, above, Customer shall have the right to terminate this Agreement for any reason and at any time prior to completion of the Program by giving ninety (90) days written notice either Party mayto Laureate, to in which event Laureate shall comply with such notice and terminate work on the extent Program as soon as practicable, terminate that portion and use its commercially reasonable efforts to complete all activities underway and reduce cost to Customer, and ***. For purposes of clarification, *** is applicable for any early termination of this Agreement or Order except for Services impacted by the Regulatory Requirementterminations made pursuant to Section ***, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossibleSection ***, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderSection ***, and Customer shall not be liable for disconnection charges hereunder, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. Section ***. (b) The occurrence of any one or more of the following events shall constitute a default and breach termination of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation for any reason shall not relieve either Party of business operations; Customer’s failure its obligation to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement for obligations in respect of (i) compensation for services performed prior to receipt of notice of termination (Section 7, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇), (▇▇) confidentiality of information (Section 9), (iii) inventions and patents (Section 11), (iv) insurance (Section 13), (vi) indemnification (Section 17), and (vii) consents for advertising purposes and publications (Section 21). In addition, any provision that, by it nature, is intended to survive expiration or the affected Order for Service upon thirty (30) days written noticetermination hereof, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Suppliershall survive.

Term Termination. This Agreement is for a (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically renew extended for additional one successive twelve (112) year periods month terms unless either party gives a Party provides the other party Party with a notice of its intent not to renew non-renewal at least sixty (60) days prior to the expiration end of the then then-current term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for ServicesTerm. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party upon thirty Not less than ninety (3090) days’ prior written notice. If any Services are terminated after execution of the applicable Order for Services and prior to service commencement date for such Order for Services, Customer agrees to pay to Supplier: (i) those costs reasonably incurred by Supplier through the date of receipt of termination and (ii) any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date for such Order for Services and days prior to the expiration of the initial term then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such Services contained changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable Order for renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Default by Supplier as set forth Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in Section 1.02(g) then Customer agrees to pay Supplier an early disconnection charge equal toany activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (iA) fifty percent Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (50%5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which ▇▇▇▇ is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the monthly recurring charges advice, ▇▇▇▇’s recommended course of action, and PINE’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the Services multiplied by the number effective date of months remaining in the initial term; any such termination within ten (ii) any fees Supplier incurs from other Suppliers in connection with cancellation of the Services; and (iii) any outstanding invoices or other amounts still owed by Customer. Such payment shall be due within thirty (3010) days of the effective date of cancellationsuch termination. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case Upon the original circuit is not considered terminated; provided, however, the Order for Services for the upgraded circuit must be of equal expiration or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision earlier termination of this Agreement or an Order for Services Agreement, ▇▇▇▇ agrees to: (collectively, “Regulatory Requirement”), then the Parties shall attempt i) use reasonable efforts to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with no further obligation or liability hereunderassist Client, and Customer shall not be liable for disconnection charges hereunderany successor service provider(s) appointed by Client, except any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one or more the related transition of the following events shall constitute a default Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Servicesappropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any assignment of this agreement that violates Section 4.10. In the event of a Default training and other services under this Agreement or section shall be billed at an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration hourly rate of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplier$250.

Term Termination. This Agreement is for a (a) The term of three (3) years commencing on the date the Services are installed this Agreement (the “Initial Term”) shall begin as of the Effective Date and shall end on the earlier of (i) the first (1st) annual anniversary of the Effective Date and (ii) the time of the termination of the Contractor’s engagement in accordance with the provisions herein. The Initial Term and any Renewal Term (as defined below) shall automatically renew be extended for one or more additional terms of one (1) year periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party gives the Company or Contractor provides notice to the other party notice Party of its intent their desire to not to so renew the Initial Term or Renewal Term (as applicable) at least sixty thirty (6030) days prior to the expiration of the then then-current termInitial Term or Renewal Term, provided, however, that this Agreement shall remain in effect and be incorporated into every Order for Services for the entire term of every Order for Services. It is expressly understood and agreed that each Order for Services shall continue in full force and effect, including incorporation of the terms of this as applicable. (b) This Agreement, during its term notwithstanding any termination or expiration of this Agreement. The initial term of each Order for Services shall the Term and Contractor’s engagement by the Company may be the term identified in such Order for Services. If at the expiration of the initial term specified in each Order for Services, Customer shall not have exercised any option to renew contained therein or entered into a new Order for Services with Supplier for such Services, then the existing Order for Services shall automatically renew for additional one year periods until the Order for Services is terminated by either Party at any time (each, a “Termination”) upon thirty (30) 60 days’ prior written notice. If notice to the other Party. (c) Upon any Services are terminated after execution of Termination by the applicable Order for Services and prior to service commencement date Company, the Term shall continue for such Order for Services60-day period, Customer agrees and the Company shall continue to pay to Supplier: (i) those costs reasonably incurred by Supplier through Contractor the date of receipt of termination and (ii) any nonthen-recurring fees Supplier incurs from other Suppliers in connection with cancellation of the Services. If any Services are terminated after the service commencement date applicable Monthly Fee for such Order for Services and 60-day period, unless the Company elects to terminate the Term prior to the expiration of such 60-day period, in which event the initial term Term will be deemed terminated as the date of such Services contained election by the Company, and provided that in such case the applicable Order for Services for any reason other than a Default by Supplier as set forth in Section 1.02(g) then Customer agrees Company shall continue to pay Supplier an early disconnection charge equal to: Contractor the then-applicable Monthly Fee for such 60-day period. (id) fifty percent Upon any Termination by the Contractor, the Term shall continue for such 60-day period, and the Company shall continue to pay Contractor the then-applicable Monthly Fee for such 60-day period, unless Contractor ceases to perform Contractor’s duties hereunder prior to the expiration of such 60-day period, in which event the Term will be deemed terminated as the date of such cessation of services and the Company will pay Contractor the then-applicable Monthly Fee only through such date. (50%e) If the monthly consulting fee is not paid when due on the first working day of the monthly recurring charges for following month, the Services multiplied by Contractor reserves the number right to terminate this agreement with a reduced notice period of months remaining in 30 days. This notice period shall commence from the initial term; (ii) any fees Supplier incurs from date written notice of termination is provided to the Company. All other Suppliers in connection with cancellation terms of the Services; and agreement shall remain in effect during this notice period unless otherwise agreed in writing by both parties. (iiif) any outstanding invoices Upon the termination or other amounts still owed by Customer. Such payment shall be due within thirty (30) days expiration of the effective date of cancellation. Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated; providedTerm, however, the Order for Services for the upgraded circuit must be of equal or longer term to the original circuit to avoid the early disconnection charge. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling, changing or superseding any material term of provision of this Agreement or an Order for Services (collectively, “Regulatory Requirement”), then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Order for Services in such a way as is necessary to comply with such Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice either Party may, to the extent practicable, terminate that portion of this Agreement or Order for Services impacted by the Regulatory Requirement, or if the entire Agreement or the affected Order for Services is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Order for Services with have no further obligation obligations hereunder other than those which arose prior to such termination or liability hereunder, and Customer shall not be liable for disconnection charges hereunder, except which are explicitly set forth herein as surviving any non-recurring fees Supplier incurs from other Suppliers in connection with cancellation of such Services and any outstanding invoices still owed by Customer. The occurrence of any one termination or more of the following events shall constitute a default and breach of this Agreement (each, a “Default”): Either Party’s insolvency, dissolution or cessation of business operations; Customer’s failure to pay any delinquent invoice or amount owed; Customer’s fraudulent or illegal use of the Services; and Any assignment of this agreement that violates Section 4.10. In the event of a Default under this Agreement or an Order for Services by a Party, the other Party may terminate this Agreement or the affected Order for Service upon thirty (30) days written notice, unless the breaching Party cures the breach during the thirty (30) day period. Upon any Default by Customer not cured before the expiration of the applicable notice and cure period, Supplier may, at is sole option, do any or all of the following: Cease accepting or processing Orders for Services and suspend Services; Cease all electronically and manually generated information and reports; Draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by Customer; Terminate this Agreement and any and all Orders for Services without liability to Supplier; Collect from Customer the disconnection charges; and/or Pursue such other legal or equitable remedy or relief as may be available to Supplierexpiration.