Common use of Term Termination Clause in Contracts

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except as otherwise stated herein, 6.1. The effective date of this Agreement will remain in effect until terminatedshall be as of the date first specified on the front page. The Commencement Date shall remain unaffected. 6.2. This Agreement shall have an indefinite term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("“Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until It may be terminated by either party in accordance herewith or unless either party provides Party: 6.2.1. For convenience of a Party, but no earlier than the lapse of an initial term of one year as of the effective date, by that Party giving the other Party at least ninety (90) days prior written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereoftermination, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice provided that if (i) the Exchange terminates this Agreement for convenience under this Section, it shall provide Company a pro rata refund of the Base Fee (but not of the Subscription Fees) paid a by it through the effective date of termination with respect to the total period in which termination occurs and to which the Base Fee relates, or (ii) Company terminates this Agreement for convenience under this Section, it shall not be entitled to any refund of Fees; or 6.2.2. Immediately upon written notice by one Party to the other party materially breaches should the other Party breach any of the terms of this Agreement or an Order Form and fails fail to cure the remedy such breach within thirty (30) days after receipt of receiving written notice of from the breachnon-breaching Party specifying the breach complained of; or (ii) or 6.2.3. Immediately upon written notice by one Party to the other party becomes insolvent. Upon termination of a Subscriptionin the event that the other Party shall have become subject to any receivership, insolvency, bankruptcy, moratorium or similar proceeding for more than thirty (30) days or if the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete other Party shall have assigned or attempted to assign all or substantially all of its assets or if there should be any transfer of direct or indirect control over the applicable Software, whether modified other Party or merged into the other materials and/or ApplicationsParty ceases to carry on business; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are or 6.2.4. Immediately upon written notice by one Party to the other in breach, you will receive the event that the other Party commits a prorated refund for any fees paid in advance. We may suspend your use material breach of the Software and Premium Support as applicable without terminating this Agreement during any period not capable of material breachremedy. 6.3. We will give you reasonable notice Company may terminate this Agreement in the circumstances as set out in Sections 5.1.2, 5.2.1 and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured5.3. 6.4. The parties' rights and obligations under Exchange may terminate this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Agreement immediately in circumstances as set out in Section 7.3.3. 6.5. Any termination of this Agreement and/or pursuant to the terms of this Section shall be without prejudice to the accrued rights of either Party hereunder. Following termination of this Agreement, Company may continue the use of the Information for an Order Formunlimited period of time which was provided to it up to the effective date of termination, subject to the limitations set out in this Agreement.

Term Termination. Except as otherwise stated herein, this a) This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall continue through December 31 of the Order Form current year, and continues as thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the Order Form ("Term")renewal invoice. Except as otherwise specified CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the applicable Order FormPublisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, subscription but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months from of the Effective Date Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service ("Subscription Term"generally or with respect to a specific member) and upon your payment of renewal fees will renew for successive twelve (12) month periodsor linking to any such Article could result in legal risk to CHORUS, starting the day without following the expiration procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the previous Subscription Term, unless and until terminated right to require CHORUS to remove links to any Article upon determination by either the Publisher Member that the Article may infringe the rights of a third party in accordance herewith or unless either party provides written notice of nonrenewal otherwise present legal risk to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormPublisher Member.

Term Termination. Except as otherwise stated herein, this (a) This Agreement will remain in effect until terminated. The term for any Software starts on be effective as of the Effective Date and have a term of the Order Form and continues as indicated on the Order Form ("Term")one year. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees This Agreement will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of each one year term for another one year term upon Licensee’s payment of the then-current Subscription TermAnnual Fee for the next one year term, such as may be invoiced to Licensee by FCA US’s nominee (presently the Equipment and Tool Institute). We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you FCA US may terminate this Agreement or any Order Form at any time without cause upon within thirty days written notice to Licensee. If FCA US terminates this Agreement without cause, Licensee will receive a pro-rata refund of the Annual Fee that it paid for the current one year term. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it FCA US may have, either party may also terminate this Agreement immediately by giving Licensee written notice of termination if Licensee fails to timely pay the Annual Fee for the next one-year term, such as by the due date set forth in the invoice for the Annual Fee for the next one-year term. (b) If Licensee (a) breaches any of its material obligations hereunder (including without limitation, its obligations under Section 3, 4 or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form 8) and fails to cure the remedy that breach within thirty (30) days after receipt of the breach has been called to its attention by written notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a SubscriptionFCA US, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; files a petition in bankruptcy, has an order entered on a petition in bankruptcy filed against it, makes a general assignment for the benefit of creditors or otherwise acknowledges insolvency, (c) All amounts due under any unpaid invoices will become due and payable immediately; and is adjudged bankrupt, (d) If we are commences or is placed in breachcomplete liquidation, you will receive or (e) suffers the appointment of a prorated refund receiver, who is not discharged within ninety days after being appointed, for any fees paid substantial portion of its business; then, and in advance. We any such event, FCA US may suspend your use of the Software and Premium Support as applicable without terminating terminate this Agreement during immediately by giving written notice of such termination to Licensee. (c) Sections 3, 4, 8 and 11 survive termination or expiration of this Agreement. (d) Within ten (10) days after the termination or expiration of this Agreement, Licensee will delete all FCA US Scan Tool Data from any period of material breach. We will give you reasonable notice electronic media and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"destroy all other copies, and "General" survive will confirm in writing that it has done the termination of this Agreement and/or an Order Formforegoing.

Term Termination. Except as otherwise stated herein(a) Unless terminated in accordance with Section 14 or Section 15, this Agreement will remain shall be in effect until terminated. The term for any Software starts on the Effective Date of date that is ten (10) years after the Order Form and continues as indicated on date hereof (the Order Form ("“Original Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following At the expiration of the previous Subscription Original Term and each Renewal Term (as defined below), this Agreement shall be deemed renewed automatically each year for an additional one-year period (each, a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of Independent Directors have reasonably determined to be fair. If the Company elects not to renew this Agreement at the expiration of the Original Term or any Renewal Term, unless and until terminated by either party in accordance herewith or unless either party provides the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of nonrenewal the Company’s intention not to renew this Agreement based upon the other party at least 30 terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the end expiration of the then-current Subscription Termthen existing term. We may increase pricing applicable If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the renewal of any thenManager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-current Subscription Term by providing you with notice thereof, including by email, at least thirty five (3045) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if 45 day period and (iB) the other party materially breaches Effective Termination Date originally set forth in the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; Termination Notice. (b) all updates and upgrades cease; In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (cthe “Termination Fee”) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use equal to the amount of the Software and Premium Support as applicable without terminating this Agreement Management Fee earned by the Manager during any the period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use consisting of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is curedtwelve (12) full, consecutive calendar months immediately preceding such termination. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation obligation of Liability", and "General" the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the expiration of the Original Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the term, whereupon the term of this Agreement and/or an Order Formshall not be renewed and extended, and this Agreement shall terminate effective on the expiration date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. Except (a) This Agreement became effective as otherwise stated hereinof August 1, 2016 (the “Effective Date”). The initial term of this Agreement will remain in effect until terminated. The expire on December 31, 2025 (such period, the “Initial Term”); provided, however, that the term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees this Agreement will automatically renew for successive twelve (12) month periods, starting the day a five- year period following the expiration of Initial Term if neither the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides Company nor the Investment Manager gives written notice of nonrenewal to the other party that it will not renew at least 30 days 24 months prior to the end of the then-current Subscription Initial Term. We may increase pricing applicable Thereafter, the term will continue to the renewal of any thenrenew for successive five-current Subscription Term by providing you with year periods unless either party gives notice thereof, including by email, to not renew at least thirty (30) days prior to 24 months before the end of such Termthe then current term. Unless otherwise indicated on an Order FormNotwithstanding the foregoing, you may terminate this Agreement or shall automatically expire coincident with the expiration of the Second Amended and Restated Investment Management Agreement, dated as of April 30, 2018, among Watford Re Ltd. (“Watford Re”), Watford Holdings Ltd. (“Watford Holdings”), the Investment Manager and Arch Underwriters Ltd., as supplemented and amended (the “Watford Re Investment Management Agreement”). (b) The occurrence of any Order Form at any time without cause. Howeverof the following (each, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if a “Company Termination Event”) shall constitute a Company Termination Event: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt conviction of notice any of the breach; Investment Manager’s officers or employees of any crime subjecting such officer or employee to any disqualification that would be the basis for denial, suspension or revocation of registration of the Investment Manager under Section 203(e) of the Advisers Act; (ii) material non-compliance by the Investment Manager with any material law applicable to the Investment Manager in the performance of its obligations hereunder, which non-compliance has a material adverse effect on the Company or the Investment Manager’s performance hereunder and has not been cured within 90 Business Days after discovery by the Investment Manager; (iii) the Investment Manager intentionally breaches the HPS Investment Guidelines, and such breach could reasonably be expected to have a material adverse effect on the Company and the Investment Manager shall have failed to cure such breach within 30 Business Days of the earlier of (x) the date on which the management of the Investment Manager becomes aware of any such breach and (y) the date on which the Investment Manager receives notice of such breach from the Company; provided, however, that for the avoidance of doubt, it is agreed and understood that no material breach of such HPS Investment Guidelines shall be deemed to have occurred if (A) the Company and AUI have agreed in writing to an amendment to such HPS Investment Guidelines such that the Investment Manager’s actions under the amended HPS Investment Guidelines would not constitute a breach of such guidelines or (B) such breach is approved by the Company’s Chief Executive Officer in writing prior to making any investment that would otherwise constitute a breach of the HPS Investment Guidelines or (C) such breach is pursuant to instructions provided by the Company; (iv) a downgrade in the Company’s financial strength rating from a Rating Agency below “A-” (or equivalent) which is caused primarily by and attributed by such Rating Agency to the Investment Manager’s investment strategy with respect to the HPS Investment Account; provided that if such a downgrade in such Rating Agency rating would not be reasonably likely to have an adverse effect on the Company or the Company’s ability to underwrite and bind insurance and reinsurance policies, then such downgrade shall not be deemed a Company Termination Event; (v) (A) a Rating Agency has placed the Company on negative outlook (or equivalent outlook) while the Company has an “A-” (or equivalent) financial strength rating which is caused primarily by and attributed by such Rating Agency to the Investment Manager’s investment strategy with respect to the HPS Investment Account, and (B) the Investment Manager has failed to adequately correct such circumstances within 12 months; provided that if such negative outlook and failure to correct would not be reasonably likely to have an adverse effect on the Company or the Company’s ability to underwrite and bind insurance and reinsurance policies, then such negative outlook and failure to correct shall not be deemed a Company Termination Event; (vi) failure by the Investment Manager to use substantially the same standard of care and apply substantially similar investment making and risk management processes as it applies to its other party becomes insolvent. Upon termination of a Subscriptionclients pursuing substantially similar investment strategies, taking into account the HPS Investment Guidelines, the following will apply: (a) All licenses grantedCompany’s risk tolerances, except for fully-paid, perpetual licenses, will terminate the Investment Manager’s obligations hereunder and you must stop using, de-install and permanently delete all any directions of the applicable SoftwareCompany, whether modified or merged into other materials and/or Applicationswhich failure is not cured within 90 Business Days of receipt of written notice from the Company; or (bvii) all updates and upgrades cease; a change of control of the Investment Manager that results in a breach of the Investment Manager’s obligations pursuant to this Agreement, which breach has not been cured within 90 Business Days of receipt of written notice from the Company. (c) All amounts due under The occurrence of any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure following (each, an “Investment Manager Termination Event”) shall constitute an Investment Manager Termination Event: (i) the breach before suspending your use of determination by the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive Investment Manager that the termination of this Agreement and/or is necessary or advisable to comply with the Bank Holding Company Act (the “BHCA”), the ▇▇▇▇-▇▇▇▇▇ Act or any other current or future laws, rules, regulations or legal requirements applicable to the Investment Manager, its affiliates or JPMorgan Chase & Co or to reduce or eliminate the impact or applicability to the Company of any bank regulatory restrictions that might otherwise be imposed upon the Company as a result of JPMorgan Chase & Co.’s or its affiliates’ status as a bank holding company under the BHCA; (ii) insolvency or bankruptcy of the Company; (iii) material non-compliance by the Company with any material law or regulation applicable to the Company (other than any non-compliance resulting from the Investment Manager’s action or failure to act in accordance with the terms of this Agreement), which non-compliance has a material adverse effect on the Company and has not been cured within 90 Business Days of receipt of written notice from the Investment Manager or discovery by the Company; (iv) non-payment of a material amount due to the Investment Manager or failure by the Company to deposit all of its HPS Managed Assets in the HPS Investment Account in accordance with Section 10, other than amounts permitted to be withheld or withdrawn pursuant to Section 10 (including any amounts in the Investment Grade Account), which non- payment or failure has not been cured within 90 Business Days of receipt of written notice from the Investment Manager; or (v) the non-renewal or termination of the Services Agreement. (d) Upon the occurrence of a Company Termination Event, the Company may, at its option, terminate this Agreement by delivering to the Investment Manager a written notice of termination indicating the Termination Event causing such termination and the effective date of such termination. (e) Upon the occurrence of an Order FormInvestment Manager Termination Event, the Investment Manager may, at its option, terminate this Agreement by delivering to the Company a written notice of termination indicating the effective date of such termination. For the avoidance of doubt, upon such termination, the Investment Manager shall be entitled to receive (i) Management Fees for the period during which the Investment Manager served in such capacity within the calendar quarter in which such termination occurs and (ii) subject to the last sentence of Section 3 of the Fee Schedule, Performance Fees for the period during which the Investment Manager served in such capacity within the Fiscal Year in which such termination occurs, each determined as of the effective date of such termination, and such Management Fees and Performance Fees shall be paid to the Investment Manager as promptly as practicable after the date of such termination.

Term Termination. Except as otherwise stated hereinThis Exhibit A for ES&S Hardware Maintenance and Software License, this Agreement will remain Maintenance and Support Services shall be in effect until terminated. The term for any Software starts on the Effective Date of coverage period as described in Schedule A1 (the Order Form and continues as indicated on the Order Form ("“Initial Post-Warranty Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Post-Warranty Term, unless and this Exhibit A shall automatically renew for an unlimited number of successive One-Year Periods (each a “Renewal Period”) until this Exhibit A is terminated by the first to occur of (a) either party in accordance herewith or unless either party provides party’s written notice of nonrenewal election not to renew, which shall be delivered to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement the Initial Post-Warranty Term or any Order Form at any time without cause. HoweverRenewal Period, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesas applicable, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ib) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Exhibit A, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (e), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the ES&S Hardware or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCustomer’s jurisdiction, you will receive or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund for of any fees already paid to ES&S in advance. We may suspend your use of the Software and Premium Support as applicable without terminating event that this Agreement during any period of material breach. We will give you reasonable notice and a chance is Exhibit A is terminated pursuant to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsubsection 1(c) or 1(d) above.

Term Termination. Except as otherwise stated herein, this 12.1 This Agreement will remain in effect until terminatedcommence on the Commencement Date. The term Licence will continue for any Software starts the Initial Term and unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on the Order Form Initial Term for subsequent periods of one ("Term"). Except 1) year or as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date Invoice or other written notification We send to You ("Subscription Renewal Term") provided that You have not breached this Agreement. You will pay any Charges due to Us in respect of such Renewal Term in accordance with the Invoice or other written notification We send to You and upon your payment of renewal fees sub-clause 12.3 below. The Services will renew continue for successive twelve (12) month periods, starting the day following period set out in the expiration of the previous Subscription Term, unless and Invoice or other written notification We send to You or until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you written notice. 12.2 We may terminate this Agreement (or at Our discretion, the supply to You of any Software Licences, Support, or any Order Form at Services) (a) immediately if You fail to pay any time without cause. However, we will sum due to Us under this Agreement and such sum remains unpaid for fourteen (14) days after notice has been given to You that such sum has not provide refunds if the Agreement been paid or an Order Form is terminated without cause. Without limiting other remedies, it (b) on sixty (60) days prior written notice provided that We refund to You pro rata any monies paid by You in advance. 12.3 You may have, either party may only terminate this Agreement by giving not less than ninety (90) days’ prior written notice to take affect at the expiry of the Initial Period or any Order Form immediately Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such notice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4 Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other if (i) the other: 12.4.1 is in material breach of this Agreement and either that breach is incapable of remedy, or the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure setting out the breach before suspending your use of the Software and Premium Support. Suspension will only be indicating that failure to the extent reasonably necessary until remedy the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the may result in termination of this Agreement and/or Agreement; 12.4.2 becomes the subject of a voluntary arrangement under section 1 of the Insolvency ▇▇▇ ▇▇▇▇, or is unable to pay its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or notice has been received of a pending appointment of or the appointment of a receiver, manager, administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an Order Formadministration order, or has ceased or threatened to cease to trade.

Term Termination. Except as otherwise stated herein(a) Subject to any and all provisions for early termination provided for in this Agreement, this Agreement will remain in effect shall continue from the date of this Agreement until terminatedthe First Break Date. The Agreement will automatically renew for a one year term for any Software starts on the Effective First Break Date, unless either Chrysler notifies SCUSA in writing at least six months prior to the First Break Date of or SCUSA notifies Chrysler in writing at least twelve months (but no more than thirteen months) prior to the Order Form and continues as indicated First Break Date that it wishes to terminate the Agreement (any such notice, a “Termination Notice”). (b) If Chrysler or SCUSA does not deliver a Termination Notice, then this Agreement will be renewed automatically for successive one-year terms, each expiring on the Order Form ("Term")Next Break Date. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees The Agreement will not automatically renew for such successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by one year terms if either party in accordance herewith Chrysler or unless either party SCUSA provides written notice of nonrenewal a Termination Notice to the other party at least 30 days within the time periods specified above prior to the end of Next Break Date that it wishes to terminate the thenAgreement. (c) This Agreement may also be terminated as follows: (i) The non-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either breaching party may terminate this Agreement or any Order Form immediately on notice if (i) upon a breach by the other party that materially breaches affects the Agreement or an Order Form benefits that the non-breaching party reasonably anticipated to receive under this Agreement, and fails to cure the breach such breach, if curable, is not cured within thirty (30) days after [***] of receipt of written notice of from the breachnon-breaching party; or provided, however, if such non-breaching party does not exercise its termination right within [***] after such [***] period, the termination right shall be waived. (ii) Upon a [***]. (iii) The commencement of a voluntary or involuntary case or other proceeding by or against the other party becomes insolvent. Upon termination seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar Law, now or hereafter in effect, which in the case of an involuntary proceeding is not stayed or lifted within [***]; the application for or consent to the appointment of a Subscriptionreceiver, trustee, liquidator or custodian by the other party for itself or of all or a substantial part of its property; the making by the other party of a general assignment for the benefit of any of its creditors; or the taking by the other party of any action for the purpose of effecting any of the foregoing. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (iv) Chrysler may terminate this Agreement upon [***] written notice to SCUSA, [***]. (v) Notwithstanding any other provision of this Agreement, Chrysler may terminate this Agreement upon written notice to SCUSA in the event that (x) [***] and (y) SCUSA has not cured such failure within [***] thereof; provided, however, if Chrysler does not exercise its termination right within [***] after the end of such [***] period, the following will apply: termination right with respect to that particular failure shall be deemed waived. (avi) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Upon the mutual written agreement of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and parties. (d) If we are For the avoidance of doubt, no portion of the Up-Front Payment payable pursuant to Section 8.01 will be refunded in breach, you will receive a prorated refund the case of termination for any fees paid reason, including in advance. We may suspend your use the event of the Software and Premium Support as applicable without terminating this Agreement during a breach by, [***] or any period of material breach. We will give you reasonable notice and a chance other event that permits Chrysler to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive terminate or otherwise results in the termination of this Agreement. Additionally, notwithstanding anything to the contrary contained in this Agreement, if Chrysler elects to terminate this Agreement and/or an Order Formas a result of a breach of any of Sections 2.03, 4.03, 4.05, 4.13, 6.02, 10.01(c)(ii), 10.01(c) (iii), 10.01(c)(iv), or 10.01(c)(v), Chrysler’s right to retain the Up-Front Payment shall constitute its sole and exclusive remedy for all losses and damages suffered by Chrysler as a result of the breach of such sections giving rise to Chrysler’s right to terminate.

Term Termination. Except as otherwise stated herein(a) Subject to any and all provisions for early termination provided for in this Agreement, this Agreement will remain in effect shall continue from the date of this Agreement until terminatedthe First Break Date. The Agreement will automatically renew for a one year term for any Software starts on the Effective First Break Date, unless either Chrysler notifies SCUSA in writing at least six months prior to the First Break Date of or SCUSA notifies Chrysler in writing at least twelve months (but no more than thirteen months) prior to the Order Form and continues as indicated First Break Date that it wishes to terminate the Agreement (any such notice, a “Termination Notice”). (b) If Chrysler or SCUSA does not deliver a Termination Notice, then this Agreement will be renewed automatically for successive one-year terms, each expiring on the Order Form ("Term")Next Break Date. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees The Agreement will not automatically renew for such successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by one year terms if either party in accordance herewith Chrysler or unless either party SCUSA provides written notice of nonrenewal a Termination Notice to the other party at least 30 days within the time periods specified above prior to the end of Next Break Date that it wishes to terminate the thenAgreement. (c) This Agreement may also be terminated as follows: (i) The non-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either breaching party may terminate this Agreement or any Order Form immediately on notice if (i) upon a breach by the other party that materially breaches affects the Agreement or an Order Form benefits that the non-breaching party reasonably anticipated to receive under this Agreement, and fails to cure the breach such breach, if curable, is not cured within thirty (30) days after [***] of receipt of written notice of from the breachnon-breaching party; or provided, however, if such non-breaching party does not exercise its termination right within [***] after such [***] cure period, the termination right shall be waived. (ii) the other party becomes insolvent. Upon termination a Change of a SubscriptionControl of SCUSA, the following will apply: (where “Change of Control of SCUSA” means (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate any “person” or “group” (as such terms are used in Sections 13(d) and you must stop using, de-install and permanently delete all 14(d) of the applicable SoftwareSecurities Exchange Act of 1934, whether modified as amended (or merged into any successor federal statute), and the rules and regulations promulgated thereunder (the “Exchange Act”)), other materials and/or Applications; than Banco Santander and its Affiliates or the other owners of SCUSA, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, or any successor provision), directly or indirectly, of more than 20% of the outstanding shares of common stock (or similar equity interests) of SCUSA (such person or group, a “Change of Control Owner”) and (b) all updates Banco Santander and upgrades ceaseits Affiliates shall be the beneficial owners, directly or indirectly, of fewer shares of common stock (or similar equity interests) of SCUSA than such Change of Control Owner); (c) All amounts due under any unpaid invoices will become due provided, however, if *** Certain information in this agreement has been omitted and payable immediately; filed separately with the Securities and (d) If we are in breachExchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. MASTER PRIVATE LABEL FINANCING AGREEMENT Chrysler does not exercise its termination right within [***] after such Change of Control, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formright shall be waived.

Term Termination. Except as otherwise stated herein(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall be in effect until terminated. The term for any Software starts on during the Effective Date of the Order Form and continues as indicated on the Order Form ("Initial Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term"and, subject to Section 16(b) and Section 16(c), shall be automatically renewed for a Renewal Term upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Initial Term and upon the expiration of each Renewal Term. Notwithstanding the foregoing, in connection with the renewal of this Agreement, at least 15 months prior to the expiration of the Initial Term or a Renewal Term, a Party may request changes to this Agreement or the Development Agreement to address market changes, changes in the relationship between the Parties or such other changes in circumstances that a Party determines in good faith warrant revisions to this Agreement (including, without limitation, a request that the list of ROFO Projects included in the Development Agreement be updated to include the transmission and development projects in the then-current pipeline of ▇▇▇▇ and its Affiliates); provided, however, that the Parties do not generally expect to change the manner in which the Base Fee, Incentive Fee or Termination Fee are calculated unless and until terminated such amounts are determined to be, in consultation with a nationally recognized investment banking firm, materially less favorable to the Manager or the Company, as the case may be, than other similar compensation arrangements for externally managed vehicles in the same or comparable industries. Without limiting the generality of the foregoing, the Parties shall negotiate any such requested changes in good faith prior to the renewal of this Agreement, but neither Party shall be obligated to agree to any such changes. (b) Notwithstanding any other provision of this Agreement to the contrary, the Independent Directors may elect not to renew this Agreement by either party in accordance herewith or unless either party provides written delivering notice of nonrenewal such election to the other party Manager at least 30 365 days prior to the end of the then-current Subscription Initial Term or any Renewal Term. We may increase pricing applicable In the event of such election, on the last day of the Initial Term or Renewal Term, as applicable, the Operating Partnership shall pay a termination fee (the “Termination Fee”) equal to three times the sum of (i) the amount of the Base Fee paid with respect to the renewal four full calendar quarters preceding the date on which the termination notice is given and (ii) the amount of any then-current Subscription Term by providing you the Incentive Fee paid with notice thereof, including by email, at least thirty (30) days prior respect to the end four full calendar quarters preceding the date on which the termination notice is given. At the Company’s election, the Termination Fee may be paid in cash or in OP Units (in whole or in part). If the Company elects to pay the Termination Fee in OP Units, such OP Units will be issued five days after the effective date of termination, with the number of OP Units equal to the Termination Fee divided by the volume weighted average price of the Company’s common stock on the New York Stock Exchange (or such Termother national exchange on which the Company’s stock is then traded) during the 10 trading day period that precedes the termination date. Unless otherwise indicated If the Company’s common stock is not then traded on an Order Formthe New York Stock Exchange or other national exchange, you the Company will pay the Termination Fee in cash. For the avoidance of doubt, the Termination Fee applies to terminations of this Agreement pursuant to this Section 16(b) only and is not required to be paid in the event of a termination of this Agreement pursuant to any other provision hereof or for any other reason. (c) Notwithstanding any other provision of this Agreement to the contrary, the Manager may terminate this Agreement or any Order Form at any time without cause. Howeverupon 365 days’ prior written notice to the Company and the Operating Partnership; provided, we will however, that the Manager may not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate deliver notice of its termination of this Agreement prior to December 31, 2018. In the event of a termination of this Agreement pursuant to this Section 16(c), no Termination Fee shall be payable. (d) Upon the expiration or termination of this Agreement for any Order Form immediately on notice if reason, the Manager shall: (i) immediately pay over to the Company Entities any and all monies collected and held by the Manager for the account or on behalf of the Company Entities, without deduction or offset; (ii) promptly turn over to the Company Entities all books, papers, leases, agreements, documents, records, keys and other party materially breaches items relating to the Agreement or an Order Form management and fails to cure operation of the breach Assets; and (iii) within thirty (30) days after receipt of notice thereafter, render to the Company Entities a final accounting with respect to the management and operation of the breach; Assets through the date of termination. In connection with any expiration or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formfor any reason, the Manager shall, prior to and following such expiration or termination, cooperate with the Company Entities and provide reasonable assistance to support a transition of the management duties to the Company Entities or the Company’s designee. (e) If this Agreement is terminated pursuant to this Section 16 or Section 18 of this Agreement, such termination shall be without any further liability or obligation of either party to the other, except that Sections 7, 9(c), 10, 11(b), 12(c), 13, and 19 through 28 will survive any such termination.

Term Termination. Except as otherwise stated herein(a) Unless terminated in accordance with Section 14 or Section 15, this Agreement will remain shall be in effect until terminated. The term for any Software starts on the Effective Date of date that is ten (10) years after the Order Form and continues as indicated on date hereof (the Order Form ("“Original Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following At the expiration of the previous Subscription Original Term and each Renewal Term (as defined below), this Agreement shall be deemed renewed automatically each year for an additional one-year period (each, a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of the Independent Directors have reasonably determined to be fair. If the Company elects not to renew this Agreement at the expiration of the Original Term or any Renewal Term, unless and until terminated by either party in accordance herewith or unless either party provides the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of nonrenewal the Company’s intention not to renew this Agreement based upon the other party at least 30 terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the end expiration of the then-current Subscription Termthen existing term. We may increase pricing applicable If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the renewal of any thenManager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-current Subscription Term by providing you with notice thereof, including by email, at least thirty five (3045) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if 45 day period and (iB) the other party materially breaches Effective Termination Date originally set forth in the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; Termination Notice. (b) all updates and upgrades cease; In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (cthe “Termination Fee”) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use equal to the amount of the Software and Premium Support as applicable without terminating this Agreement Management Fee earned by the Manager during any the period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use consisting of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is curedtwelve (12) full, consecutive calendar months immediately preceding such termination. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation obligation of Liability", and "General" the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the expiration of the Original Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the term, whereupon the Term of this Agreement and/or an Order Formshall not be renewed and extended and this Agreement shall terminate effective on the expiration date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. Except as otherwise stated hereinThis Exhibit A for ES&S Hardware Maintenance and Software License, this Agreement will remain Maintenance and Support Services shall be in effect until terminated. The term for any Software starts on the Effective Date of coverage period as described in Schedule A1 (the Order Form and continues as indicated on the Order Form ("“Initial Post-Warranty Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Post-Warranty Term, unless and this Exhibit A shall automatically renew for an unlimited number of successive One-Year Periods (each a “Renewal Period”) until this Exhibit A is terminated by the first to occur of (a) either party in accordance herewith or unless either party provides party’s written notice of nonrenewal election not to renew, which shall be delivered to the other party at least 30 sixty (60) days prior to the end of the thenInitial Post-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Warranty Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. HoweverRenewal Period, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesas applicable, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ib) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Exhibit A, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (e), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the ES&S Hardware or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCustomer’s jurisdiction, you will receive or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund for of any fees already paid to ES&S in advance. We may suspend your use of the Software and Premium Support as applicable without terminating event that this Agreement during any period of material breach. We will give you reasonable notice and a chance is Exhibit A is terminated pursuant to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"subsection 1(b), "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form1(c) or 1(d) above.

Term Termination. Except as otherwise stated herein, this 18.1 This Master Agreement will remain shall continue in effect until terminated. unless otherwise terminated in accordance with this section. 18.2 The initial term for any Software starts on the Effective Date of the Order Form and continues each subscription and/or Assurance shall be as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees Schedule. Subscriptions and/or Assurance will automatically renew for successive twelve additional periods equal to the expiring subscription term or one year (12) month periodswhichever is shorter), starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written gives the other notice of nonrenewal to the other party non-renewal at least 30 days prior to before the end of the thenrelevant term. The per-current Subscription Term. We may unit pricing during any renewal term will increase pricing applicable to the then current list price. Except as expressly provided in the applicable Schedule, renewal of any then-current Subscription Term by providing you with notice thereof, including by email, promotional pricing will be at least thirty (30) days prior Company’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the end contrary, any renewal in which the volume for any Company Offering has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. 18.3 This Master Agreement and/or applicable Addendum(s) and/or the applicable Schedule may be terminated by either Party (a) upon a material breach by the other Party, provided that, in each instance of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if a claimed breach: (i) the other party materially breaches non-breaching Party notifies the Agreement or an Order Form breaching Party in writing of such breach; and (ii) the breaching Party fails to either cure the such breach within thirty (30) days after (or such other period as mutually agreed by the Parties) from receipt of notice of the breachsuch notice; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; Client’s failure to make payment within forty-five (45) days of when payment is due (c) All amounts due upon insolvency of the other Party, if permitted by law. 18.4 Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any unpaid invoices will breach of this Master Agreement or the Agreement. Excepting for termination based on Company’s uncured material breach, all fees are non-cancellable and non-refundable unless a pro-rated refund applies as provided in the applicable Addendum. In the event of a termination by Company for an uncured material breach by Client, all fees shall immediately become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formpayable.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall continue until the date (the “Termination Date”) that is the later of (i) either Fiesta or the Order Form and continues as indicated on the Order Form AREX Parties giving five ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (125) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written business days’ advance notice of nonrenewal to the other party at least 30 days prior to Party and (ii) the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least date that is thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Formdeadline under the Bylaws for director nominations and stockholder proposals for the 2021 Annual Meeting; provided, you may however, that (i) neither Fiesta nor the AREX Parties shall terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if until the Agreement or an Order Form date that is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt prior to the deadline under the Bylaws for director nominations and stockholder proposals for the 2022 annual meeting of notice stockholders of Fiesta, if the breach; Parties agree, no later than forty-five (45) days prior to the deadline under the Bylaws for director nominations and stockholder proposals for the 2021 Annual Meeting, that Fiesta will re-nominate the New Director (or any Replacement) for election to the Board in connection with the 2021 Annual Meeting, (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will AREX Parties may earlier terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period if Fiesta commits a material breach of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and its obligations under this section and sections entitled "Financial Terms"Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by Fiesta from an AREX Party specifying the material breach, "Ownership"or, "Confidentiality"if impossible to cure within fifteen (15) days, "Warranty; Disclaimer", "Limitation of Liability"that Fiesta has not taken any substantive action to cure within such fifteen (15)-day period, and "General" survive (iii) Fiesta may earlier terminate this Agreement if any of the termination AREX Parties commits a material breach of this Agreement and/or an Order Formthat (if capable of being cured) is not cured within fifteen (15) days after receipt by such AREX Party from Fiesta specifying the material breach, or, if impossible to cure within fifteen (15) days, that such AREX Party has not taken any substantive action to cure within such fifteen (15)-day period. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement prior to such termination.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: Upon (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; into (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except as otherwise stated herein(a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement will remain in effect until terminated. The term for any Software starts (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") commencement of the Services, and upon your payment of renewal fees will renew thereafter shall be automatically extended for successive twelve (12) month periods, starting terms unless a Party provides the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written other Party with a notice of nonrenewal to the other party non-renewal at least 30 sixty (60) days prior to the end of the then-current Subscription Term. We may increase pricing applicable Not less than ninety (90) days prior to the renewal expiration of any the then-current Subscription Term by providing you Term, PINE will provide Client with written notice thereofof any changes to the terms, including by email, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least thirty sixty (3060) days prior to the end of such 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 renewal Term. Unless otherwise indicated on an Order FormIf Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, you may terminate the Term of this Agreement or any Order Form 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 time. ii. With respect to the Services provided by the CCO or PFO, and without causepenalty to either party, by the Fund’s Board on sixty (60) days’ prior written notice to PINE. HoweverShould the Fund terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, we will not provide refunds if PINE shall have the Agreement right to designate another qualified employee of PINE, subject to ratification by the Board, to serve as temporary CCO or an Order Form PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is terminated without causeselected and approved by the Board. iii. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if By a Party for cause if: (iA) the other party Party materially breaches defaults in the performance of any of its duties or obligations under this Agreement (other than a 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 an Order Form 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 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 terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure the breach such default within thirty five (305) days after receipt of being given written notice of the breachsuch 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 (iiC) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the other party becomes insolvent. Upon termination scope of a Subscription, Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all critical nature of the applicable Softwareadvice, whether modified PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or merged into other materials and/or Applications; (b) all updates and upgrades cease; appropriate. (c) All amounts due under Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any unpaid invoices will become due such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, ▇▇▇▇ agrees to: (i) use reasonable efforts to assist Client, and payable immediatelyany successor service provider(s) appointed by Client, in connection with the related transition of the 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 appropriate); and (dii) If we are in breachpromptly return to Client any Confidential Information, you will receive a prorated refund for any fees paid in advanceincluding, without limitation, the books and records of Client. We may suspend your use of the Software Any training and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations other services under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation shall be billed at an hourly rate of Liability", and "General" survive the termination of this Agreement and/or an Order Form$250.

Term Termination. Except as otherwise stated herein, this This Agreement will be effective on the date we open your Account, which we may refuse to do for any or no reason and remain in effect until terminatedterminated pursuant to this Section. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you You may terminate this Agreement or any Order Form at any time without causefor any reason by contacting us using the contact information specified on the Site. However, we Termination will take effect as soon as reasonably practicable. Your termination of this Agreement will not provide refunds affect your Brokerage Agreement, which will continue in effect. USBI may, for any reason or no reason at all, terminate your Account and this Agreement at any time by giving you notice if the you; (A) are in breach of this Agreement or an Order Form is terminated without causeother agreements with USBI or our affiliates, (B) terminate the Brokerage Agreement or we terminate it, (C) opt-out (or are deemed to have opted-out) of receiving electronic communications from the Service (including by withdrawing your consent to the Electronic Document Agreement), (D) fail to initially fund your Account within 180 days of Account opening, (E) withdraw all assets from your account or have a zero balance in your Account, (F) do not respond to USBI’s annual review initiation within the specified period and USBI considers the resulting review to be inadequate, or (G) object to the sharing of Client Information with USBI affiliates or third parties providing services to USBI in connection with the Service. Without limiting other remediesIf USBI terminates your Account, it may haveUSBI may, either party at its discretion, terminate the Brokerage Agreement. We may terminate this Agreement or any Order Form immediately on notice and convert your Account to an unmanaged brokerage account supported by USBI’s Wealth Management Advisory Service Team by giving you written notification if (i) the other party materially breaches the Agreement or an Order Form and fails you fail to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses grantedfund your Account to meet the Service Minimum within 90 days, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; maintain the Service Minimum, (c) All amounts resolve Account restrictions (e.g., mail restriction or frozen account due under any unpaid invoices will become due and payable immediately; and to death) or Account trade blocks (such as a request to stop trading, Ineligible Securities are transferred into Account or securities are missing cost basis) within 90 days from the restriction or trade block being added to the Account, or (d) If we are in breachmaintain a valid email address. Following any termination of this Agreement, the investment advisory relationship between USBI and you will end, you will receive a prorated refund assume sole and complete responsibility for any fees paid and all assets in advanceyour Account (if the Brokerage Agreement is not terminated), and USBI will have no further obligations to advise you as to the Service. We may suspend your use You shall be responsible for any transactions or directions initiated prior to termination and you will remain liable to USBI for payment of any indebtedness or obligation to USBI under this Agreement. The provisions of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections Sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "“Personal Information,” “Limitation of Liability", ,” “Miscellaneous – Governing Law,” and "General" “Arbitration Agreement and Disclosure” will survive the termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall be effective immediately and automatically on the Effective Date "Contingency Expiration Date," as that term is defined in that certain Operating Agreement for Little Tiger Press USA, L.L.C., dated of even date herewith, executed by Futech Educational Products, Inc. and Magi Publications. This Agreement shall continue thereafter until terminated in any one of the Order Form and continues as indicated on the Order Form following ways: ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12a) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the thenIf Co-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form Publisher is at any time without cause. Howeverin breach of any of the terms and conditions of this Agreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and Co-Publisher fails to cure the such breach within thirty (30) days after receipt by Co-Publisher of written notice of from Publisher specifying the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate breach and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; requiring that it be cured. (b) all updates If Co-Publisher is declared bankrupt or goes into liquidation (other than solvent voluntary liquidation for the purpose of reconstruction only), or if a receiver or administrator or administrative receiver is appointed to the whole or substantially the whole of Co-Publisher's business, or if Co-Publisher shall make an assignment for the benefit of creditors, then Publisher may terminate this Agreement if Co-Publisher fails to cure such breach within thirty (30) days after receipt by Co-Publisher of written notice from Publisher specifying the breach and upgrades cease; requiring that it be cured. (c) All amounts due under If Co-Publisher ceases to trade as a publisher/distributor or is for any unpaid invoices will become due reason unable to perform and payable immediately; comply with the terms and conditions of this Agreement. (d) If we are in breach, you will receive a prorated refund for Co-Publisher allows any fees paid in advance. We may suspend your use Book to go out of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be stock (to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation that Co-Publisher has less than 50 copies of Liability"such Book in stock), and "General" survive the to remain out of stock for 6 months, then Publisher may terminate this Agreement with respect to such Book only. (e) If Co-Publisher shall dispose of all remaining stock of a Book by remaindering or destruction, then Publisher may terminate this Agreement with respect to such Any termination of this Agreement and/or an Order Formby either party shall not affect the obligations of either party under this Agreement to pay the other party amounts owing in connection with performance under this Agreement prior to the termination. The termination of this Agreement by either party shall not prejudice any claim which either party has against the other.

Term Termination. Except as This Agreement will be effective when signed by both parties and Member has paid the fees due upon execution hereof, including the Set-Up and Commitment Fee. Each membership will begin on the Commencement Date identified in the Agreement with the monthly payment due (or, with respect to memberships added after the commencement of the term, upon addition of such individual to the Members List of authorized users). Unless terminated by Workville pursuant to the license, each membership will terminate upon the earlier of the following: (i) the Expiration Date (unless otherwise stated herein, extended); (ii) the termination of this Agreement pursuant to these Terms and Conditions; (iii) the Member’s removal of an individual from the Members List of authorized users, and (iv) Workville’s notification that a user has violated the Terms a nd Conditions, Agreement or its rules of the Building and Facility. If the Commencement Date is a Business Day, Member will remain in effect until terminated. The term for any Software starts be entitled to move into the office space on the Effective Commencement Date. If the Commencement Date of is not a Business Day, Member will be entitled to move into the Order Form and continues as indicated office space on the Order Form ("Term"). Except as otherwise specified first Business Day after the Commencement Date no earlier than 10 a.m. Following the Term outlined in the applicable Order FormMembership Agreement, subscription terms are for twelve (12) months from or at any time in the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periodsevent there is no Term or such Term is noted at “Automatic Renewal”, starting the day following the expiration of the previous Subscription Term, unless and until terminated Member may terminate this Agreement by either party in accordance herewith or unless either party provides providing written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, Workville at least thirty (30) days prior to the end termination, which shall become effective the last business day of the calendar month following the Member’s written notice. Member agrees to specify only the last business day of the calendar month as the termination date and will not be entitled to pro ration with respect to such Termlast month’s membership fee. Unless otherwise indicated For example, if Member delivers a 30-day termination notice on an Order FormDecember 16 (or anytime between December 1st-December 31st), you the termination will not be effective until January 31. This paragraph also applies to changes of office space within Workville available spaces. On such last business day, Member must vacate the office space no later than 5:00 p.m. Workville may terminate this Agreement immediately upon a breach of this Agreement by Member or any Order Form individuals in the Members List or upon a loss or modification of Workvilles’ right to operate the Facility. Workville may terminate the membership at any other time with or without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within reason by providing thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventwritten notice. Upon Notwithstanding any termination of a Subscriptionthis Agreement, Member shall remain liable for amounts incurred prior to the following will apply: (a) All licenses granteddate of termination. Prior to termination of this Agreement, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete Member shall immediately remove all of its personal property (and that of any of its guests or individuals from the applicable SoftwareMembers List) from the Facility. After providing reasonable notice to the Member, whether modified Workville shall be entitled to dispose of any property remaining in the Facility after the termination hereof, and Member waives any claims or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund demands regarding such property. The Member shall be responsible for any fees paid incurred in advanceconnection with such removal and disposal. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive Following the termination of this Agreement and/or an Order FormAgreement, Workville will not forward or hold mail or other packages delivered to Workville.

Term Termination. Except as otherwise stated herein, this 11.1 The Agreement will remain in effect until terminated. The term for any Software starts commences on the Effective Date of and will remain in force to the Order Form and continues as indicated on term specified in the Order Form ("Term"). Except as otherwise specified “Initial term”) and shall automatically renew for the renewal period indicated in the applicable Order Form, subscription terms are for twelve order form (12) months from the Effective Date ("Subscription “Renewal Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term”), unless and until (a) this Agreement is earlier terminated by either party in accordance herewith or unless with its terms (b) in the event either party provides Party gives the other written notice of nonrenewal its decision not to renew this Agreement at least forty five (45) days prior to the other party end of the then current Initial Term or Renewal Term as applicable (c) Licensee elect not to auto-renew at the time of the initial order placed with Wipro. However, in the event such termination is by Licensee, no such termination will entitle Licensee to a refund of any portion of any monies which have been paid to Wipro. The Licensee shall notify Wipro in writing of its intention whether to renew this Agreement at least 30 days prior to the expiration hereof. This Agreement may be renewed upon the parties’ mutual consent. Wipro will notify Licensee reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless Licensee promptly notify Wipro in writing, before the renewal date, that Licensee do not accept the fee changes. In that case, the Agreement will terminate at the end of the then-current Subscription Usage Term. We may increase pricing applicable The Initial Term and any Renewal Term(s) together shall be referred to as the renewal of any then-current Subscription Term (“Term”). 11.2 Wipro may, by providing you with written notice thereofto Licensee, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or if any Order Form at of the following events ("Termination Events") occur, provided that no such termination will entitle Licensee to a refund of any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or portion of any Order Form immediately on notice if monies which have been paid to Wipro: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the Licensee is in breach of this Agreement, where breach, is not cured within thirty (30) days after receipt of Wipro gives Licensee written notice of the such breach; or (ii) the other party Licensee terminates its business activities or becomes insolvent. Upon termination , admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a Subscriptiontrustee, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified receiver or merged into other materials and/or Applicationssimilar authority; (biii) all updates and upgrades ceaseLicensee fails to pay its debts or perform its obligations as they mature; this shall include a default on payment of any License Fee; (civ) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use makes Use of the Software and Premium Support as applicable without terminating in violation of Agreement, or is found using the Software for any purpose that is prohibited by law 11.3 Termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this Agreement during any period will not affect the provisions regarding Licensee’s or Wipro’s treatment of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be Confidential Information, provisions relating to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"payment of amounts due, "Ownership"provisions limiting or disclaiming Wipro’s liability, "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"provisions regarding non-solicitation and/or applicable law, and "General" all other provisions, which by their nature, are intended to survive the termination, which provisions will survive termination of this Agreement. 11.4 Within fourteen (14) days after the date of termination or expiry discontinuance of the is Agreement and/or an Order Formfor any reason whatsoever, Licensee shall return or destroy the Software, derivative works and all copies thereof, in whole or in part, all related Documentation and all copies thereof, and any other Confidential Information in its possession provided by Wipro.

Term Termination. Except as otherwise stated herein, 7.1 The term of this Agreement will remain in effect until terminated. The term for any Software starts on shall commence upon the Effective Date and shall expire on the fifth (5th) anniversary of the Order Form First Commercial Sale (as defined below) of the Drug Product by BMS to SkinMedica, unless terminated sooner pursuant to this Article 7. As soon as reasonably practicable after the first commercial sale of the Drug Product by BMS to SkinMedica, the Parties shall amend Attachment C and continues as indicated on insert the Order Form date of such sale in the space provided thereto ("Term"the “First Commercial Sale”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will This Agreement shall automatically renew for successive twelve one (121) month periods, starting the day following year periods unless six (6) months prior to the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith initial term or unless either party provides any renewal term written notice is given by one of nonrenewal the Parties to the other party Party. 7.2 If either Party shall at least 30 days prior any time materially breach any of the provisions of this Agreement, the other Party shall have the right to terminate this Agreement and any outstanding purchase orders hereunder. Upon *** notice to the end defaulting Party specifying the default complained of, provided, however, if said defaulting Party cures the default complained of within the then-current Subscription Termninety days following said notice the Agreement shall continue in full force and effect as if no default had occurred. We may increase pricing applicable The right of either Party to the renewal of terminate this Agreement, as herein above provided, shall not be affected in any then-current Subscription Term way by providing you its waiver of, or failure to take action with notice thereofrespect to, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you any previous default. 7.3 Either Party may terminate this Agreement without cause on eighteen (18) months prior written notice, which notice cannot be given earlier than six (6) months after the First Commercial Sale. 7.4 Upon any termination or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination expiration of this Agreement and/or an Order FormAgreement, BMS shall be entitled to recoup any and all costs and expenses incurred by BMS for work-in-progress, including, without limitation raw materials or other components purchased by BMS for the Drug Product.

Term Termination. Except as otherwise stated herein, this a. This Agreement will remain in effect until terminated. The term for any Software starts commence on the Effective Date and continue until terminated as provided herein. The termination or expiration of an Annual Merchandising Program shall not have the Order Form and continues as indicated on effect of terminating this Agreement. In the Order Form event that an Annual Merchandising Program expires prior to the execution of a new Annual Merchandising Program by the parties, the expiring program shall continue to apply until a new Annual Merchandising Program is executed. The new Annual Merchandising Program may be retroactively effective, if agreed by the parties. b. Either party may terminate this Agreement at any time upon 90 days written notice to the other party ("Term"the “Notice Period”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following If a party delivers such written notice to coincide with the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable existing Annual Merchandising Program, neither party shall be considered to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate have terminated this Agreement or any Order Form at any time without causethe Annual Merchandising Program for convenience. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may haveAdditionally, either party may terminate this Agreement or any Order Form immediately on upon written notice if (iwhich notice shall specify the effective date of termination) in the event of a material breach by the other party, which such other party materially breaches the Agreement or an Order Form and fails has failed to cure the breach within thirty (30) 30 days after of receipt of written notice of the breachthereof; or (ii) the other party becomes insolvent. Upon termination provided that, in respect of a Subscriptionbreach of Section 14, the following will apply: (a) All licenses grantedif Retailer commences substantive efforts to cure and cease a continuing or repeated marketing campaign that has been declared by Vendor to be non-compliant, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material Retailer shall be deemed to have cured such breach. We will give you reasonable notice Sections 6, 7, 13, 14, 18-31 and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" Section 8 shall survive the termination of this Agreement. c. All rebates (other than the purchase volume rebate), subsidies, Co-Op Funds and credits set forth herein or in any Annual Merchandising Program in effect on the date of termination (collectively, the “Subsidies”) shall continue to accrue on all Products sold by, or, in the case of return credits, returned to, Retailer during the Notice Period. d. During the Notice Period, Vendor shall continue to timely ship and deliver all Products ordered in accordance with Section 6 of this Agreement and/or and Retailer shall pay for all such Products in accordance with Section 7 of this Agreement. Concurrently, the parties shall cooperate and use commercially reasonable efforts to liquidate existing inventory (including outlet product and prime stock) during the Notice Period; provided that Retailer shall not be required to transport inventory between warehouse locations or store locations outside the ordinary course of business to satisfy customer orders unless such transport is at Vendor’s expense. e. Following the expiration of the Notice Period: i. Subject to Retailer’s obligation to pay Vendor all sums due for all Products purchased by Retailer, and Vendor’s right to credit any accrued merchandise credit memorandum against Retailer’s outstanding account balance for purchased Products, to the extent that Retailer’s account is current, Vendor shall remit to Retailer the balance of any merchandise credit memorandum and all accrued but unpaid Subsidies in immediately available funds within 60 days following the expiration of the Notice Period; ii. If either party terminates this Agreement for convenience, the terminating party shall be subject to the penalties described therefor in the Annual Merchandising Program; iii. Retailer shall promptly cease and desist use of all Vendor intellectual property and shall cease and desist holding itself out in any way as an Order Formauthorized retailer of the Products, provided that, unless Vendor repurchases Retailer’s inventory of the Products (including floor samples and outlet products) and picks up all returned Products (including Products returned after the expiration of the Notice Period), Retailer shall have the right to market and sell all such Products in its possession, including at physical store locations, Events and online, and use Vendor’s intellectual property in connection therewith, and further, provided that, with respect to such marketing and sales, Retailer will continue to comply with all applicable Vendor advertising and merchandising policies consistent with the requirements of Section 14, and subject to the requirements of Section 13.f. and Vendor’s As-Is Policies; and iv. Vendor shall be solely responsible for, and shall directly handle, all customer warranty claims (excluding comfort exchanges) initiated after or in process at the expiration of the Notice Period. f. Notwithstanding anything herein to the contrary, Retailer shall have the right at any time and from time to time after the termination of this Agreement to sell Products that are returned to Retailer, and Vendor grants to Retailer a limited, perpetual, royalty free license to use Vendor’s trademarks specifically for such purpose, subject to the requirements of Section 13.f. and Vendor’s As-Is Policies, as may be promulgated and provided to Retailer from time to time. g. For the avoidance of doubt, as of the effective date of termination of this Agreement, the Annual Merchandising Program shall also terminate.

Term Termination. Except as otherwise stated herein, this 3.1. This Agreement will remain in effect until terminated. The term for any Software starts shall come into force on the Effective Date of Date. 3.2. This Agreement will continue in full force and effect, and therefore the Order Form and continues as indicated on Subscription Services will be rendered by Us to You during the Order Form Subscription Period ("Term"). Except as otherwise specified in the applicable Order FormPurchase Terms). 3.3. Upon termination of the first Subscription Period, Your subscription terms are for twelve (12and therefore this Agreement) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will automatically renew for successive twelve subsequent Subscription Periods (12) month periods, starting of the day following the expiration of same length as the previous Subscription TermPeriod, unless safe if a different length is expressly agreed by the Parties). 3.4. Unless otherwise agreed in writing in the Purchase Terms, to prevent renewal of Your subscription (and until terminated by either party in accordance herewith therefore this Agreement), You or unless either party provides We must give written notice of nonrenewal non-renewal to the other party Party, at least 30 days prior to the end of the then-current Subscription Termrenewal effective date. 3.5. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Either Party may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if immediately by giving written notice of termination to the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate Party: (a) in the event of breach by the other Party of its undertakings under this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement where such breach is serious and irremediable; or an Order Form and fails to cure the breach (b) if being remediable, it is not remedied within thirty FIFTEEN (3015) days after receipt of notice from the moment when the infringing Party was compelled to do so in writing; in such event the non-breaching Party will be also entitled to claim to the breaching Party the compensation for the damages suffered as a result of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; and/or (b) all updates in the event there are facts or circumstances that show that economic and upgrades ceasefinancial capacity of the other Party has significantly decreased, so that it can entail bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors (or any analogous status in the relevant jurisdiction) or non-fulfilment of its commercial undertakings; (c) All amounts In case the Agreement is terminated due under any unpaid invoices will become due and payable immediately; and (d) If we are in to Customer’s breach, you We will receive not provide any refunds of prepaid fees or unused Subscription Fees, and You will promptly pay all Subscription Fee corresponding to the whole foreseen Subscription Period that was in force at the moment of termination (regardless the early termination). In the remaining termination events set out in clause 3.6, Subscription Fees will only accrue until the effective termination date. 3.6. OPTICKS may terminate the Agreement at any time by giving the Customer a prorated refund for THREE (3) months prior written notification (in which case the current Subscription Period will end on the effective termination date). 3.7. The following sections will survive any fees paid in advance. We may suspend your use termination of the Software Agreement: 11 (REPRESENTATIONS AND WARRANTIES), 12 (DISCLAIMER), 13 (LIMITATION OF LIABILITY), 14 (INDEMNIFICATION), 16 (CONFIDENTIALITY), 17 (MISCELLANEOUS) and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form18 (GOVERNING LAW AND JURISDICTION).

Term Termination. Except A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure to purchase Product and distribute to End Users as called for in II D. 2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years, 3. Insolvency, or the filing for protection under either Party’s bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise stated hereinbecoming insolvent (such party hereinafter referred to as the "insolvent party"), this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until may be terminated by either party in accordance herewith or unless either party provides the other Party by giving written notice of nonrenewal termination to the other party at least 30 days prior insolvent Party, such termination immediately effective upon the giving of such notice of termination. C. Upon the occurrence of a breach or default as to any obligation hereunder by either Party and the end failure of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails breaching Party to cure the breach (within thirty (30) days after receipt of receiving written notice thereof from the non-breaching Party) such breach or default, this Agreement may be terminated by the non- breaching Party by giving written notice of termination to the breach; or (ii) breaching Party, such termination being immediately effective upon the other party becomes insolvent. Upon termination giving of a Subscription, such notice of termination. D. In the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund event this Agreement is terminated by either Party for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of material breach. We will give you reasonable notice three (3) months after the termination date at the same Transfer Price and a chance to cure under the breach before suspending your use same terms of payment. E. In the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation event of Liability", and "General" survive the termination of this Agreement and/or an Order FormAgreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.

Term Termination. Except as otherwise stated herein, this a. This Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form set forth herein and continues as indicated on the until expiration or termination of all Order Form ("Term")Forms issued hereunder. Except as Unless otherwise specified stated in the applicable such Order Form, subscription terms are for twelve (12) months each Order Form shall have a minimum term of one year from the Effective Date ("Subscription Term") date thereof and upon your payment of renewal fees will automatically renew for successive twelve one year periods (12each such successive one year period, a “Renewal Term”) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated cancelled by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least no less than thirty (30) days prior to the end of the then current term or otherwise terminated by either party pursuant to Section 7.b. For the duration of each Renewal Term, (a) the scope and quantity of Software Services and/or Software licenses in effect at the conclusion of the immediately preceding term shall remain in effect unless otherwise agreed by the parties and (b) the Fees shall increase by 5% over the price in effect during the last month of the immediately preceding term. b. If either party hereto fails to perform or observe any material term or condition of this Agreement, including your failure to pay any Fees, and such Term. Unless otherwise indicated on an Order Formfailure continues unremedied for 30 (thirty) days after the non-breaching party’s issuance of written notice, you the non-breaching party may terminate this Agreement or any Order Form at any time without causeAgreement. HoweverNotwithstanding the foregoing, we will not provide refunds if the Agreement or breaching party has in good faith commenced to remedy such failure and such remedy cannot reasonably be completed within such 30-day period, then the breaching party will have an Order Form is terminated without cause. Without limiting additional 30 (thirty) days to complete such remedy, after which period the other remedies, it may have, either party may terminate this Agreement or if such failure continues unremedied. c. Except for a termination by you pursuant to Section 7.b. due to NS1’s uncured breach of this Agreement, and unless as otherwise set forth in this Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and you will be responsible for all Fees for the remainder of the term set forth on each Order Form immediately on notice if (i) hereunder. In the other party materially breaches event of a termination by you pursuant to Section 7.b. due to NS1’s breach of this Agreement, NS1 shall refund any prepaid Fees to you for the Agreement or an Order Form and fails period from the termination date to cure the breach within thirty (30) days after receipt of notice end of the breach; then-current term of such terminated Order Form. Any termination of this Agreement will not waive or (ii) otherwise adversely affect any other rights or remedies the other terminating party becomes insolventmay have under the terms of this Agreement. Upon termination of a Subscriptionthis Agreement, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate rights and you must stop using, de-install and permanently delete all duties of the applicable Softwareparties will terminate, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachthan the obligations that, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"by their nature, "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" should survive the termination or expiration of this Agreement and/or an Order FormAgreement. d. Unless otherwise stated in this Agreement, you shall pay all due and unpaid fees within ten (10) days following termination or expiration of this Agreement.

Term Termination. Except as otherwise stated herein, this 12.1. This Agreement will remain in effect until terminatedcommence on the Installation Date. The term Licence will continue for any Software starts the Initial Term (as defined in clause 1.1 of these Master Terms) and, unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on Initial Term. Where the Order Form Initial Term was twelve ("Term")12) months, such renewal shall be for subsequent periods of twelve (12) months. Except Where the Initial Term was one (1) month, such renewal shall be for subsequent periods of one (1) month. Where the Initial Term was for a period other than the foregoing, save as otherwise specified in the applicable Order FormServices Agreement, subscription such renewal shall be for subsequent periods of the same duration as the Initial Term so stated, save that such will not include any period where the Supplier has granted the Customer a right to use the Software without payment. Each subsequent period beyond the Initial Term where such renewal occurs shall be known as a “Renewal Term” and the terms are of this Agreement will continue to apply to each such Renewal Term. The Customer will pay any Charges due to the Supplier in respect of each such Renewal Term in accordance with the Supplier’s invoices or any revised Services Agreement. 12.2. Without affecting any other right or remedy available to the Supplier, the Supplier reserves the right to terminate the Agreement at any time without refunding the Charges paid by the Customer, if the Customer has failed to pay an invoice from Supplier by direct debit or otherwise in accordance with this Agreement and where such sum remains unpaid for twelve (12) months 14 days from the Effective Date ("Subscription Term") and upon your payment due date or where, in the Supplier’s reasonable opinion, the Customer’s system and/or the Equipment has ceased to be capable of renewal fees will renew running the Software successfully for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated any reason. 12.3. The Customer may terminate this Agreement by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving not less than thirty (30) days days’ prior written notice to take effect at the end expiry of the Initial Term or any Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such Termnotice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4. Unless otherwise indicated on an Order Form, you may Either party shall be entitled to terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds forthwith by notice in writing to the other if the Agreement or an Order Form other: 12.4.1. is terminated without cause. Without limiting other remedies, it may have, either party may terminate in material breach of this Agreement and either that breach is incapable of remedy, or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of the breach; or (ii) this Agreement; 12.4.2. the other party becomes insolventsuspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 103 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 103(1)(e) or 103(2) of the Insolvency (Northern Ireland) Order 1989; 12.4.3. Upon termination the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a Subscriptionscheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 12.4.6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 12.4.7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; 12.4.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all whole or any part of the applicable Softwareother party's assets and such attachment or process is not discharged within 14 days; 12.4.9. any event occurs, whether modified or merged into proceeding is taken, with respect to the other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under party in any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for jurisdiction to which it is subject that has an effect equivalent or similar to any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating events mentioned in clause 12.4.2 to clause 12.4.8 (inclusive); or 12.4.10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 12.4.11. (in the case of an individual) has been sequestrated, enters in to an individual voluntary arrangement or signs a trust deed for creditors; 12.5. Termination of the Licence, howsoever caused, shall not affect the rights of either party under this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be which may have accrued up to the extent reasonably necessary until the breach is cureddate of termination. 12.6. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the On termination of this Agreement and/or an Order Formthe Licence shall terminate and accordingly the Customer’s right to use the Licenced Materials will automatically cease and at the Supplier’s option, the Customer shall either be required to return all copies of them or, delete, destroy or otherwise make permanently unusable the Licenced Materials and certify to the Supplier in writing that this has been done within fourteen (14) days of the date of termination. 12.7. On expiry or earlier termination of this Agreement, the Customer’s right to use the Software will cease and the Customer will be given notice of the date that access to the Software will be removed without further warning, save that: 12.7.1. where the Customer used its own Azure Microsoft account, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement; or 12.7.2. where the Customer used the Supplier’s Azure Microsoft account, the Customer shall continue to be entitled to read only access to the Software and the Supplier shall, in accordance with clause 12.9, provide the Customer with one copy of the Software database, all of the Customer’s data and any other associated documentation which the Supplier determines; or 12.7.3. where the Customer used its own servers, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement. 12.8. Where the Customer has served notice to terminate this Agreement at the end of the Initial Term or Renewal Term, the Customer may request a copy of the Customer’s data to enable the Customer to carry out a trial migration. On request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one copy of the Customer’s database in SQL backup format, together with any other associated documentation which the Supplier determines. Subject to clause 12.9, if the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates. 12.9. On termination of this Agreement or at any time within ninety (90) days from the date of termination of this Agreement, the Customer may request access to the Customer’s data. Notwithstanding clause 12.8, on request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one further copy of the Customer’s database, in SQL backup format, together with any other associated documentation which the Supplier determines. If the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates.

Term Termination. Except as otherwise stated herein, this 11.1 This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of the Order Form date hereof and continues as indicated on the Order Form ("Term")shall continue until December 31, 2006, unless earlier terminated pursuant to this Section 11. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will This Agreement shall automatically renew for additional successive twelve one (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or 1)- year periods unless either party provides written notice of nonrenewal to informs the other party in writing of its intention not to renew this Agreement at least 30 days six (6) months prior to the end expiration date of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either term. 11.2 Either party may terminate this Agreement agreement without any cause, subject to a prior written notice of 180 days, subject to section 12. However, If FLEXTRONICS is unable to manufacture the Products, despite its best commercial efforts to resume production and manufacturing, notwithstanding the stipulations of section 4.3, and the implementation of FLEXTRONICS of the BCP, Veraz will have the option to terminate this agreement subject to a 7 days prior written notice, subject to section 12. 11.3 If a party fails to meet one or any Order Form immediately on notice if more of the material terms and conditions hereof (i) a “Default”), FLEXTRONICS and Veraz agree to negotiate in good faith to resolve such Default. If the other defaulting party materially breaches the Agreement or an Order Form and fails to cure the breach such Default or submit an acceptable written plan to resolve such Default within thirty (30) days after receipt of following notice of Default, the breach; or non-defaulting party shall have the right to terminate this Agreement by furnishing the defaulting party with thirty (ii30) days written notice of termination. 11.4 A party shall have the right to immediately terminate this Agreement should the other party becomes become insolvent. Upon termination ; enter into or file a petition, arrangement or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction; have filed against it an involuntary petition, arrangement or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction, which is not dismissed within ninety (90) days after filing; enter into a receivership of any of its assets; or enter into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors. 11.5 Veraz shall have the right to terminate this Agreement in the event of a Subscription, the following will apply: (a) All licenses granted, except force majeure event that continues in effect for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breachninety (90) days and affects the ability of Veraz to obtain Products from FLEXTRONICS. We will give you reasonable notice [*] Confidential information in this Exhibit has been omitted and a chance to cure filed separately with the breach before suspending your use of the Software and Premium SupportCommission. Suspension will only be Confidential treatment has been requested with respect to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formomitted portions.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall be effective immediately and automatically on the Effective Date "Contingency Expiration Date," as that term is defined in that certain Operating Agreement for Little Tiger Press USA, L.L.C., dated of even date herewith, executed by Futech Educational Products, Inc. and Magi Publications. This Agreement shall continue thereafter until terminated in any one of the Order Form and continues as indicated on the Order Form following ways: ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12a) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the thenIf Co-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form Publisher is at any time without cause. Howeverin breach of any of the terms and conditions of this Agreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and Co-Publisher fails to cure the such breach within thirty (30) days after receipt by Co-Publisher of written notice of from Publisher specifying the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate breach and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; requiring that it be cured. (b) all updates If Co-Publisher is declared bankrupt or goes into liquidation (other than solvent voluntary liquidation for the purpose of reconstruction only), or if a receiver or administrator or administrative receiver is appointed to the whole or substantially the whole of Co-Publisher's business, or if Co-Publisher shall make an assignment for the benefit of creditors, then Publisher may terminate this Agreement if Co-Publisher fails to cure such breach within thirty (30) days after receipt by Co-Publisher of written notice from Publisher specifying the breach and upgrades cease; requiring that it be cured. (c) All amounts due under If Co-Publisher ceases to trade as a publisher/distributor or is for any unpaid invoices will become due reason unable to perform and payable immediately; comply with the terms and conditions of this Agreement. (d) If we are in breach, you will receive a prorated refund for Co-Publisher allows any fees paid in advance. We may suspend your use Book to go out of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be stock (to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation that Co-Publisher has less than 50 copies of Liability"such Book in stock), and "General" survive the to remain out of stock for 6 months, then Publisher may terminate this Agreement with respect to such Book only. (e) If Co-Publisher shall dispose of all remaining stock of a Book by remaindering or destruction, then Publisher may terminate this Agreement with respect to such Book only. Any termination of this Agreement and/or an Order Formby either party shall not affect the obligations of either party under this Agreement to pay the other party amounts owing in connection with performance under this Agreement prior to the termination. The termination of this Agreement by either party shall not prejudice any claim which either party has against the other.

Term Termination. Except as otherwise stated hereinA. The Agreement term begins on the date it is signed by both KNOGO and 3M ("Effective Date"). B. The Initial Term shall be three (3) years from the Effective Date. Thereafter, this Agreement will remain in effect shall continue automatically for consecutive one-year terms ("Renewal Terms") until terminated. The term Either party may terminate the Agreement only as provided below. C. During the Initial Term, neither party may terminate this Agreement except for any Software starts on a substantial breach by the Effective Date other party of its material obligations hereunder, which breach is not or cannot be cured within a reasonable time (not to exceed 30 days) after notice from the complaining party. Any notice hereunder shall specify in detail all causes of alleged nonperformance and the corrective actions sought by the complaining party. If all of the Order Form and continues causes therefor are not cured to the reasonable satisfaction of the complaining party within the same cure period as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Formabove, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and then this Agreement shall terminate effective upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termcure period. An example, unless without limitation, of a "material" obligation is KNOGO's efforts to promote PRODUCTS as stated in paragraph 3(A) above. D. The continued relationship between 3M and until terminated by KNOGO beyond the Initial Term is based upon mutual expectation of growing sales volume, profits and other advantages, as well as the fulfillment of mutual responsibilities. If after the Initial Term either party in accordance herewith wishes for its own reasons to discontinue this Agreement, or unless if it believes the expected advantages of this Agreement s have not been or cannot be reali7Atl, or that the responsibilities or this relationship are not being fulfilled either party provides written notice of nonrenewal to may terminate this relationship by giving the other party advance written notice at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty ninety (3090) days prior to the end expiration of such Termthe then current Initial or Renewal Term of its intent to terminate by registered mail or personal delivery. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either Either party may terminate exercise its right of termination without having to prove or possess "good cause". Termination shall then become effective on the ninetieth day following such notice, or the expiration of the current Initial or Renewal Term, whichever first occurs. E. 3M is not obligated to repurchase PRODUCTS in KNOGO's stock upon termination of this Agreement or any Order Form immediately Agreement. KNOGO may sell, in accordance with the terms of this Agreement, those PRODUCTS in its inventory on notice if (i) the other party materially breaches date of termination for which 3M has not exercised its option to repurchase. F. During the Agreement or an Order Form and fails to cure period between giving the breach within thirty (30) days after receipt of notice of termination and the breach; or (ii) the other party becomes insolventeffective date of termination, all PRODUCTS will be delivered to KNOGO on a cash with order basis. Upon termination of a Subscription{, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formby either party, 3M and KNOGO shall cooperate to see that all end customer needs are served and all orders are filled.

Term Termination. Except a) This Agreement is effective as otherwise stated herein, this Agreement of the Effective Date set forth in the Order or upon activation of Your Plan via the Service website and will remain in effect until terminated. The term for any Software starts all Orders have expired or been terminated or your Plan expires and is not renewed unless otherwise terminated by a party hereunder. b) Each Plan will be effective on the Effective Date of date set out therein and will remain in effect during the initial term identified in the Order Form and continues or as indicated on the Order Form Service website for the Plan selected by You ("the “Initial Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Term, unless and until terminated by either party in accordance herewith or each Plan will automatically renew on a month to month basis (the “Monthly Term”) unless either party provides written notice of nonrenewal to gives the other party at least 30 days prior to the end notice of the then-current Subscription Term. We may increase pricing applicable to the non- renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such the current Monthly Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However(the Initial Term and Monthly Term, we will not provide refunds if as applicable, referred to as the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either “Term”). c) Either party may terminate this Agreement or any Order Form immediately on by written notice if (i) the other party materially breaches the commits a material breach of this Agreement or an Order Form and fails to cure the such breach within thirty fifteen (3015) days after receipt of notice such notice, or an additional period of time as agreed to by the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (parties. d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Upon termination of this Agreement and/or an Order Formor expiration or termination of Your Plan for any reason, Client will immediately cease use of the Service and PBI and Client will promptly return all Confidential Information of the other party. Termination of this Agreement or expiration of a Plan does not affect Client’s obligation to pay any amounts due to PBI. e) Sections 4 (Fees, Payment Terms), 6 (Privacy Statement), 7 (Proprietary Rights; Suggestions), 8 (Non-infringement; Indemnification), 11 (Warranties; Disclaimers), 12 (Limitation of Liability), 16 (Applicable Law), and 17 (Audit Rights) will survive termination of this Agreement indefinitely or to the extent set out therein.

Term Termination. Except This Agreement shall commence on the latest date below the signatures hereto and shall continue until terminated as otherwise stated set forth herein, . WeWork may terminate this Agreement will remain upon written notice to Vendor if Vendor fails to perform or otherwise breaches this Agreement, files a petition in effect until terminatedbankruptcy, becomes insolvent, dissolves or fails to provide WeWork, upon request, with reasonable assurances of future performance or in respect of Services for the maintenance of premises leased by WeWork if Vendor Parties performing the maintenance are not satisfactory to the lessor or breach the lessor’s rules and regulations. The term for any Software starts on the Effective Date WeWork may, at its election, either permanently or temporarily stop performance of the Order Form and continues as indicated on Services or the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment delivery of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated Goods by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate Vendor under this Agreement or any Order Form and/or terminate this Agreement and/or any Order upon 10 days written notice to the Vendor, for any reason or no reason. Vendor shall cease to perform Services and/or provide Goods under an Order (a) immediately upon receipt of a cancellation notice from WeWork or (b) on the date of termination specified in such notice. Vendor may terminate this Agreement upon written notice to WeWork if WeWork fails to pay Vendor within 60 days after Vendor notifies WeWork in writing that payment is past due. If WeWork terminates this Agreement, it may also, at its sole discretion, choose to terminate all or any time without causeportion of outstanding Orders or permit Vendor to continue performance under any such outstanding Orders, at WeWork’s discretion. However, we will not provide refunds if Upon the expiration or termination of this Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or for any Order Form immediately on notice if reason: (i) WeWork shall pay Vendor for the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice portion of the Services satisfactorily performed and those conforming Goods delivered to WeWork through the date of termination, unless termination was due to Vendor’s material breach, but subject to applicable laws, less appropriate offsets, including any additional costs to be incurred by WeWork in completing the Services; or (ii) each party will be released from all obligations to the other party becomes insolvent. Upon termination arising after the date of a Subscription, the following will apply: (a) All licenses grantedexpiration or termination, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified those which by their terms survive such termination or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediatelyexpiration; and (diii) If we are Vendor will promptly deliver to WeWork all Confidential Information and/or Work Product in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software its possession and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Format its expense.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. a. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified Agreement is set forth in the applicable Order Form, subscription terms are for twelve (12) months from Pricing Exhibit to the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by License Agreement. b. If either party in accordance herewith hereto fails to perform or unless either comply with any material term or condition of this Agreement, specifically including Client’s failure to pay any Fees (such party provides being the “Breaching Party”), and such failure continues unremedied for 30 (thirty) days after receipt of written notice of nonrenewal to notice, the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without causeAgreement. HoweverNotwithstanding the foregoing, we will not provide refunds if the Agreement or Breaching Party has in good faith commenced to remedy such failure and such remedy cannot reasonably be completed within such 30-day period, then the Breaching Party will have an Order Form is terminated without cause. Without limiting additional 30 (thirty) days to complete such remedy, after which period the other remedies, it may have, either party may terminate this Agreement or if such failure continues unremedied. c. Client may terminate this Agreement at any Order Form immediately on notice if (i) time during the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice Initial Term effective as of the breach; date of the next annual anniversary of the Effective Date if Client’s budget (funding) is eliminated and Client provides written evidence to Innovative of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Innovative. d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be responsible for all Fees and expenses for the Software provided prior to and as of the date of termination. Any termination of this Agreement will not waive or (ii) otherwise adversely affect any other rights or remedies the other terminating party becomes insolventmay have under the terms of this Agreement. Upon termination of a Subscriptionthis Agreement, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate rights and you must stop using, de-install and permanently delete all duties of the applicable Softwareparties will terminate, whether modified other than the obligation of the Client to pay Fees and costs in accordance herewith, and the obligations of the parties pursuant to Section 1.c. (Software License), Section 3 (Ownership), Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on Liability), Section 7 (Indemnification), Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11 (Client Configurations) and Section 13 (General). Within 30 (thirty) days of receipt of a written request following a termination of this Agreement, each party must return or merged into destroy all Confidential Information of the other materials and/or Applications; party, as requested in writing by the other party. Notwithstanding the foregoing, a party will not be obligated to destroy data containing Confidential Information of the other party when it would be commercially impracticable for the receiving party to do so (bfor example, when Confidential Information is contained in e-mail stored on backup tapes or other archival media), but for so long as such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8 (Confidentiality) all updates and upgrades cease; (c) All amounts due under any unpaid invoices hereof will become due and payable immediately; and (d) If we are in breach, you continue to restrict the receiving party’s use or disclosure of such Confidential Information. Neither party will receive a prorated refund be liable to the other for any fees paid in advance. We may suspend your use termination or expiration of the Software and Premium Support as applicable without terminating this Agreement during in accordance with its terms. e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any period parts of material breachits programming, data model, or any other information regarding which Innovative claims a proprietary or Intellectual Property Right. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to To the extent reasonably necessary until the breach that Innovative is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive requested to perform any services for Client in connection with the termination of this Agreement and/or an Order Form(including without limitation providing Client with a copy of Client Data in a commercially-standard format to be agreed upon by the Parties), such service will be performed pursuant to a written statement of work under a separate professional services agreement and paid for by Client, applying Innovative’s then-current rates for daily/hourly work, as the case may be.

Term Termination. Except as otherwise stated herein(a) This Agreement shall continue in operation, unless terminated in accordance with the terms hereof, until the end of the Initial Term. After the Initial Term, this Agreement will remain shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”), unless the Company or the Manager elects not to renew this Agreement in effect accordance with Section 14(b) or Section 14(d), respectively; provided, however, that, notwithstanding anything in this Agreement to the contrary, no termination or non-renewal of this Agreement shall become effective unless and until terminatedthe Company shall have caused iStar to be released and discharged from all liabilities and obligations under the CMBS Guaranty Agreements by all parties thereto, or the Company shall have caused an entity reasonably acceptable to iStar to agree to indemnify, defend and hold harmless iStar from and against any loss or liability arising under the CMBS Guaranty Agreements. The term for any Software starts on the Effective Date iStar is made an express beneficiary of the Order Form and continues as indicated on foregoing obligations of the Order Form Company. ("Term"). Except as otherwise specified b) Notwithstanding any other provision of this Agreement to the contrary, the Company may, without cause, in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following connection with the expiration of the previous Subscription Initial Term or the then current Automatic Renewal Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty Manager not less than one hundred eighty (30180) days prior to the end expiration of the Initial Term or any Automatic Renewal Term (the “Termination Notice”), decline to renew this Agreement upon the affirmative vote of at least two-thirds (2/3) of the Independent Directors that there has been unsatisfactory long-term performance by the Manager that is materially detrimental to the Company and its Subsidiaries taken as a whole. In addition, the Company may, without cause, in connection with the expiration of the seventh Automatic Renewal Term or any Automatic Renewal Term thereafter, by written notice to the Manager not less than one hundred eighty (180) days prior to the expiration of the then current Automatic Renewal Term, decline to renew this Agreement upon the affirmative vote of at least two-thirds (2/3) of the Independent Directors that the Management Fee payable to the Manager is not fair, subject to Section 14(c) below. Any such nonrenewal pursuant to this paragraph (b) is referred to as a “Termination Without Cause”. In the event of a Termination Without Cause, and provided the Total Equity condition to payment of the Termination Fee described in Section 17 has been satisfied, the Company shall pay the Manager the Termination Fee before or on the last day of the Initial Term or such Automatic Renewal Term, as the case may be (the “Effective Termination Date”), subject to the Company’s right to elect to defer the payment of up to 50% of the Termination Fee pursuant to Section 17. Unless otherwise indicated on an Order Form, you The Company may terminate this Agreement or any Order Form at any time without cause. Howeverfor cause pursuant to Section 16 hereof even after a Termination Notice and, we will not provide refunds if in such case, no Termination Fee shall be payable. (c) Notwithstanding the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt provisions of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; subsection (b) all updates above, if the reason for nonrenewal specified in the Company’s Termination Notice is that at least two-thirds (2/3) of the Independent Directors have determined that the Management Fee payable to the Manager is unfair, the Company shall not have the foregoing nonrenewal right in the event the Manager agrees that it will continue to perform its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the then current Automatic Renewal Term at a fee that at least two-thirds (2/3) of Independent Directors determine to be fair; provided, however, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Management Fee. Thereupon, the Company and upgrades cease; the Manager shall endeavor to negotiate the Management Fee in good faith. Provided that the Company and the Manager agree to a revised Management Fee or other compensation structure within sixty (c60) All amounts due under any unpaid invoices will become due days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and payable immediately; effect, and this Agreement shall continue in full force and effect on the terms stated herein, except that the Management Fee or other compensation structure shall be the revised Management Fee or other compensation structure as then agreed upon by the Company and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee or other compensation structure promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree as to a revised Management Fee or other compensation structure during such sixty (60) day period, this Agreement shall terminate on the Effective Termination Date and, and provided the Total Equity condition to payment of the Termination Fee described in Section 17 has been satisfied, the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date, subject to the Company’s right to elect to defer the payment of up to 50% of the Termination Fee pursuant to Section 17. (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use No later than one hundred eighty (180) days prior to the expiration of the Software Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and Premium Support extended and this Agreement shall terminate effective on the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable; provided however, that the Company may elect, in its sole discretion, to accelerate the effective date of such termination to a date prior to the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable without terminating (such accelerated date, the “Accelerated Termination Date”). For the avoidance of doubt, the Company’s acceleration of the effective date of such termination in accordance with the foregoing proviso shall not affect or limit any obligation of the Company to pay any Management Fee otherwise payable in accordance with the terms of this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use in respect of the Software period between the Accelerated Termination Date and Premium Supportthe date on which the Initial Term or then current Automatic Renewal Term would have otherwise expired. Suspension will only be The Company is not required to pay to the extent reasonably necessary until Manager the breach Termination Fee if the Manager terminates this Agreement pursuant to this Section 14(d). (e) If this Agreement is curedterminated pursuant to Section 14, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 10, 11 and 17 of this Agreement. The parties' rights In addition, Section 12 and obligations under Section 22 of this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" Agreement shall survive the termination of this Agreement. (f) During the period between any notice of termination and the expiration of the Initial Term or then current Automatic Renewal Term, as applicable (or, if the termination date is accelerated in accordance with Section 14(d), the Accelerated Termination Date), the Manager shall continue to perform its duties and obligations as Manager under this Agreement and/or and shall provide cooperation to the Company to execute an Order Formorderly transition of the management of the Company’s consolidated assets to a new manager. To the extent practicable, during the 60-day period immediately following the termination date of this Agreement, the Manager shall continue to provide cooperation to the Company and its new manager to execute an orderly transition of the management of the Company to such new manager.

Term Termination. Except A. The Term will be 5 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties. B. Termination for breach will include: 1. Failure of EMERGE achieving less than 50% achievement of the minimum sales as in III B.7. for two (2) consecutive years, 2. Insolvency, or the filing for protection under either Parties’ bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise stated hereinbecoming insolvent (such party hereinafter referred to as the "insolvent party"), this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until may be terminated by either party in accordance herewith or unless either party provides the other Party by giving written notice of nonrenewal termination to the other party at least 30 days prior insolvent Party, such termination immediately effective upon the giving of such notice of termination. C. Upon the occurrence of a breach or default as to any obligation hereunder by either Party and the end failure of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails breaching Party to cure the breach (within thirty (30) days after receipt of receiving written notice thereof from the non-breaching Party) such breach or default, this Agreement may be terminated by the non- breaching Party by giving written notice of termination to the breach; or (ii) breaching Party, such termination being immediately effective upon the other party becomes insolvent. Upon termination giving of a Subscription, such notice of termination. D. In the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund event this Agreement is terminated by either Party for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Alferon available to EMERGE for a period of material breach. We will give you reasonable notice six (6) months after the termination date at the same Transfer Price and a chance to cure under the breach before suspending your use same terms of payment. E. In the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation event of Liability", and "General" survive the termination of this Agreement and/or an Order FormAgreement, EMERGE will have the right to complete all contracts for the sale or disposition of Alferon under which EMERGE is obligated on the date of termination, provided EMERGE pays the associated Transfer Price and provided all such sales or dispositions are completed within six (6) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the EMERGE all remaining stock of Alferon that is of merchantable quality at the same price as was paid by EMERGE.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts commence on the Effective Date date You create a Service account via the MoPub UI and agree to the terms of the Order Form this Agreement, and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and continue until terminated by either party as provided in accordance herewith this Agreement (“Term”). You may terminate this Agreement, with or unless either party provides without cause, at any time by sending written (via email) notice of nonrenewal to the other party at least 30 address and contact set forth in Section 15(c) below; provided that such termination will become effective upon the earlier of 10 business days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end after MoPub’s receipt of such Termnotice or the date upon which, after receiving such notice, MoPub suspends Your ability to access or use the Service or terminates Your Account. Unless otherwise indicated on an Order Form, you MoPub may terminate this Agreement or any Order Form Account, with or without cause, in MoPub’s sole discretion, at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventtime. Upon termination of a Subscriptionthis Agreement, the following will apply: (a) All any licenses grantedgranted to You in this Agreement will automatically terminate, except for fully-paid, perpetual licenses, will terminate and you You must stop using, de-install and permanently delete immediately cease all use of any of the applicable SoftwareServices, whether modified as well as any MoPub Code, and destroy or merged into other materials and/or Applications; erase all copies, full or partial, of any MoPub Code or Protocol in Your possession or control. Further, upon expiration or termination, if You are a Marketplace customer and if Your account balance is less than US$50 (b) all updates the “Termination Threshold”), such earned balance below the Termination Threshold will not be paid and upgrades cease; (c) All amounts due under will automatically be forfeited and MoPub will own any unpaid invoices such amounts. If Your earned balance at the time of expiration or termination is greater than the Termination Threshold, MoPub will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use remit the amount earned within approximately 90 days of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use end of the Software month of expiration or termination to You. MoPub will attempt to pay You for undisputed amounts earned and Premium Support. Suspension unpaid, however, if MoPub is unable to remit payment to You due to You or circumstances beyond MoPub’s control, You will only be to the extent reasonably necessary until the breach is cured. The parties' rights automatically forfeit all such amounts and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormMoPub will own any such amounts.

Term Termination. Except as otherwise stated herein, this 12.1. This Agreement will remain in effect until terminatedcommence on the Installation Date. The term Licence will continue for any Software starts the Initial Term (as defined in clause 1.1 of these Master Terms) and, unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on Initial Term. Where the Order Form Initial Term was twelve ("Term")12) months, such renewal shall be for subsequent periods of twelve (12) months. Except Where the Initial Term was one (1) month, such renewal shall be for subsequent periods of one (1) month. Where the Initial Term was for a period other than the foregoing, save as otherwise specified in the applicable Order FormServices Agreement, subscription such renewal shall be for subsequent periods of the same duration as the Initial Term so stated, save that such will not include any period where the Supplier has granted the Customer a right to use the Software without payment. Each subsequent period beyond the Initial Term where such renewal occurs shall be known as a “Renewal Term” and the terms are of this Agreement will continue to apply to each such Renewal Term. The Customer will pay any Charges due to the Supplier in respect of each such Renewal Term in accordance with the Supplier’s invoices or any revised Services Agreement. 12.2. Without affecting any other right or remedy available to the Supplier, the Supplier reserves the right to terminate the Agreement at any time without refunding the Charges paid by the Customer, if the Customer has failed to pay an invoice from Supplier by direct debit or otherwise in accordance with this Agreement and where such sum remains unpaid for twelve (12) months 14 days from the Effective Date ("Subscription Term") and upon your payment due date or where, in the Supplier’s reasonable opinion, the Customer’s system and/or the Equipment has ceased to be capable of renewal fees will renew running the Software successfully for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated any reason. 12.3. The Customer may terminate this Agreement by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving not less than thirty (30) days days’ prior written notice to take effect at the end expiry of the Initial Term or any Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such Termnotice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4. Unless otherwise indicated on an Order Form, you may Either party shall be entitled to terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds forthwith by notice in writing to the other if the Agreement or an Order Form other: 12.4.1. is terminated without cause. Without limiting other remedies, it may have, either party may terminate in material breach of this Agreement and either that breach is incapable of remedy, or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of the breach; or (ii) this Agreement; 12.4.2. the other party becomes insolventsuspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; 12.4.3. Upon termination the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a Subscriptionscheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 12.4.6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 12.4.7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; 12.4.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all whole or any part of the applicable Softwareother party's assets and such attachment or process is not discharged within 14 days; 12.4.9. any event occurs, whether modified or merged into proceeding is taken, with respect to the other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under party in any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for jurisdiction to which it is subject that has an effect equivalent or similar to any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating events mentioned in clause 12.4.2 to clause 12.4.8 (inclusive); or 12.4.10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 12.4.11. (in the case of an individual) has been sequestrated, enters in to an individual voluntary arrangement or signs a trust deed for creditors; 12.5. Termination of the Licence, howsoever caused, shall not affect the rights of either party under this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be which may have accrued up to the extent reasonably necessary until the breach is cureddate of termination. 12.6. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the On termination of this Agreement and/or an Order Formthe Licence shall terminate and accordingly the Customer’s right to use the Licenced Materials will automatically cease and at the Supplier’s option, the Customer shall either be required to return all copies of them or, delete, destroy or otherwise make permanently unusable the Licenced Materials and certify to the Supplier in writing that this has been done within fourteen (14) days of the date of termination. 12.7. On expiry or earlier termination of this Agreement, the Customer’s right to use the Software will cease and the Customer will be given notice of the date that access to the Software will be removed without further warning, save that: 12.7.1. where the Customer used its own Azure Microsoft account, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement; or 12.7.2. where the Customer used the Supplier’s Azure Microsoft account, the Customer shall continue to be entitled to read only access to the Software and the Supplier shall, in accordance with clause 12.9, provide the Customer with one copy of the Software database, all of the Customer’s data and any other associated documentation which the Supplier determines; or 12.7.3. where the Customer used its own servers, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement. 12.8. Where the Customer has served notice to terminate this Agreement at the end of the Initial Term or Renewal Term, the Customer may request a copy of the Customer’s data to enable the Customer to carry out a trial migration. On request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one copy of the Customer’s database in SQL backup format, together with any other associated documentation which the Supplier determines. Subject to clause 12.9, if the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates. 12.9. On termination of this Agreement or at any time within ninety (90) days from the date of termination of this Agreement, the Customer may request access to the Customer’s data. Notwithstanding clause 12.8, on request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one further copy of the Customer’s database, in SQL backup format, together with any other associated documentation which the Supplier determines. If the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates.

Term Termination. Except The term of this Agreement (the "Term") shall commence on November 19, 2003 and shall continue for an initial term expiring on January 31, 2005 , unless terminated earlier or renewed as otherwise stated set forth herein, and shall automatically renew for additional one (1) year terms. The terms of this Agreement will remain continue to be in full force and effect until terminatedduring any renewal term, except that commencing after the second renewal term, Bloorcom may notify the Customer not less than 90 days prior to any renewal term of an increase in the Fees to be charged during the next renewal term and the new Fee rate will commence as of the first day of the next renewal term unless otherwise agreed to in writing by Bloorcom and the Customer. The term for any Software starts on Customer has the Effective Date right to terminate this Agreement by giving notice of non-renewal not less than 60 days prior to commencement of the Order Form first or second renewal term. From and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following after the expiration of the previous Subscription Termsecond renewal term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to if exercised, the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Customer may terminate this Agreement or any Order Form at any time without causeduring the term of the then current renewal term by providing Bloorcom with at least sixty (60) days prior written notice of termination. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party Bloorcom may terminate this Agreement and the Service in the event that: (a) Customer or any Order Form immediately on notice if (i) the other party Licensed User materially breaches the any obligation, warranty, representation or covenant under this Agreement or an Order Form and fails to cure the remedy such breach within thirty (30) days after following receipt of written notice of such breach from Bloorcom , (b) Customer becomes insolvent or is unable to pay its debts as due, enters into or files (or has filed or commenced against it) a petition, arrangement, action or other proceeding seeking relief or protection under the breach; bankruptcy laws of Canada or similar laws of any other jurisdiction and fails to set aside such proceedings within thirty (30) days or (iic) Customer has not used the other party becomes insolventService for a consecutive six (6) month period. If payment is not received by Bloorcom within ten (10) days following receipt of written notice of default from Bloorcom, Bloorcom reserves the right to either suspend or terminate Customer’s or Licensed User’s access to the Service. Upon termination or expiration of a Subscriptionthis Agreement for any reason, the following License and the Service shall terminate, Customer will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate be obligated to pay any and you must stop using, de-install all Fees due hereunder up through the date of such termination or expiration and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under neither party shall have any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be further obligations to the extent reasonably necessary until the breach is curedother party. The parties' rights and obligations under this section and sections entitled "Financial Terms"Sections 2.2, "Ownership"4.1, "Confidentiality"4.3, "Warranty; Disclaimer"5, "Limitation of Liability"6, 7, 8, and "General" 9 hereof shall survive the expiration or termination of this Agreement and/or an Order Form.for any reason. The Customer may terminate this Agreement in the event that (a) Bloorcom materially breaches any obligation, warranty, representation or covenant under this Agreement or any of its Schedules and fails to remedy such breach within thirty (30) days following receipt of written notice of such breach from Bloorcom; or (b) if Bloorcom fails to meet any milestones in any timetable forming part of any implementation or other Schedule to be attached hereto. Notwithstanding anything to the contrary contained herein, in the event of any termination of this Agreement or its Schedules by the Customer, Bloorcom shall not be entitled to any unpaid Fees which

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts on shall commence as of the Effective Date of and continue for an initial one (1) year term (the Order Form and continues as indicated on the Order Form ("“Initial Term"”). Except as otherwise specified in After the applicable Order FormInitial Term, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will Agreement shall automatically renew for successive twelve one (121) year terms unless the Agreement is terminated pursuant to this Section 8 as set forth herein. Either party may terminate this Agreement without cause at the end of the Initial Term or at the end of the subsequent terms by providing the other party with at least ninety (90) days’ prior written notice before the end of the then current term. The effective date of termination without cause will be on the first of the month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated notice period. Either party may terminate this Agreement for cause due to a material breach by either party in accordance herewith or unless either party provides giving thirty (30) days’ prior written notice. The notice of nonrenewal to termination for cause will not be effective if the other breaching party at least 30 days prior to cures the end breach within the thirty (30) day notice period. In the event that the breaching party does not cure the breach within the thirty (30) day period, the effective date of termination will be the first of the then-current Subscription Termmonth following the expiration of the thirty (30) day notice period. We may increase pricing applicable In the event any change in federal or State laws, rules and regulations or the Delaware Medicaid Program or the Medicare Advantage program would have a material adverse impact on either ACDE or Provider in connection with the performance of this Agreement (the “Mandated Changes”) such that the basis for the financial bargain of this Agreement is undermined, then the affected party shall have the right to require the renewal other, by written notice, to enter into negotiations regarding the affected or pertinent terms of any then-current Subscription Term by providing you with notice thereofthis Agreement while still maintaining the original Agreement purposes. If renegotiated, including by email, at least such terms shall become effective no later than thirty (30) days prior after the parties have reached agreement on the renegotiated terms. The parties agree to make a good faith attempt to renegotiate the Agreement to the end of such Termextent necessary to comply with any Mandated Changes. Unless otherwise indicated on If, after good faith renegotiations, the parties fail to reach an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails agreement satisfactory to cure the breach both parties within thirty (30) days after receipt of notice of the breach; or request for renegotiation, the party requesting such renegotiation may terminate this Agreement upon ninety (ii90) days prior written notice to the other party becomes insolventparty. Notwithstanding the above, ACDE may terminate this Agreement immediately in the event any of the following occur: 8.1 If Provider is expelled, disciplined, barred from participation in, or suspended from receiving payment under any state’s Medicaid program, Children’s Health Insurance Program (CHIP), the Medicare Program or any other federal health care program. 8.2 If Provider is debarred, suspended or otherwise excluded from procurement or non-procurement activities under the Federal Acquisition Regulations. 8.3 Upon the loss or suspension of the Provider’s liability coverage set forth under Section 5 of this Agreement. 8.4 The suspension or revocation of Provider’s license or other certification or authorization, including Provider’s JCAHO or other applicable accreditation, necessary for Provider to render Covered Services, or upon ACDE’s reasonable determination that the health, safety or welfare of any Member may be in jeopardy if this Agreement is not terminated. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund this Agreement for any fees paid in advance. We may suspend your use reason, ACDE shall notify affected Members of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormProvider prior to the effective date of termination. Regardless of the reason for termination, Provider shall promptly supply to ACDE all information necessary for the reimbursement of outstanding claims. 42 CFR 434.6(a)(6).

Term Termination. Except as otherwise stated hereinThis AGREEMENT shall be deemed to have become effective the 1st day of September 2011, this Agreement and will remain continue in full force and effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form two ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve 2) years four (124) months from through December 31, 2013. In the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by event either party in accordance herewith to this AGREEMENT desires to terminate or unless either party provides modify the provisions of this AGREEMENT, written notice of nonrenewal such intention will be personally served upon or sent by certified mail, return receipt requested, to the other party at least 30 days a minimum of six (6) months prior to the end expiration date or this agreement will be extended one (1) additional year. This agreement will continue thereafter on an annual basis until the proper written notice to terminate or modify is provided. This provision will not prevent the parties from amending this AGREEMENT by mutual written consent. This provision will not prevent, limit or otherwise interfere with the BOARD’s right to terminate the services of the then-current Subscription TermCOUNTY ADMINISTRATIVE OFFICER or the COUNTY ADMINISTRATIVE OFFICER’s right to resign from employment with the COUNTY. We may increase pricing applicable If the BOARD desires to terminate the COUNTY ADMINISTRATIVE OFFICER and she is willing to continue to fulfill her duties, the COUNTY will furnish (a) written notice at least six (6) months prior to the renewal date of official discharge, or (b) a lump sum payment equal to the COUNTY ADMINISTRATIVE OFFICER’s next six (6) months’ compensation (including fringe benefits), or (c) any then-current Subscription Term by providing you with combination of written notice thereofand lump sum payment that totals six (6) months. If the COUNTY ADMINISTRATIVE OFFICER desires to voluntarily resign, including by email, she shall furnish written notice of at least thirty sixty (3060) days prior to the end date she intends to separate from employment with the COUNTY. If the COUNTY ADMINISTRATIVE OFFICER is found guilty of such Term. Unless otherwise indicated on an Order Forma felony, you may the BOARD may, within its discretion, terminate this Agreement AGREEMENT without compensating payment to the COUNTY ADMINISTRATIVE OFFICER. The BOARD or any Order Form its agent must personally serve or send by certified mail, return receipt requested, written notice to the COUNTY ADMINISTRATIVE OFFICER, setting forth with specificity, the grounds for termination at any time without causeleast ten (10) days before the effective termination date. HoweverThis notice provision does not limit the authority of the BOARD to temporarily suspend the COUNTY ADMINISTRATIVE OFFICER or to relieve her from duty in cases of misfeasance, we will not provide refunds malfeasance or nonfeasance if the Agreement action is set forth in writing, stating with specificity the basis for and the degree or nature of the actions. With the exception of termination as a result of her having been found guilty of a felony, if the BOARD notifies the COUNTY ADMINISTRATIVE OFFICER of an Order Form is terminated action to terminate her without cause. Without limiting other remediescompensation, it to suspend her, or to relieve her from duty, with or without pay, she may haveask for arbitration as set forth in Article XII‐DISPUTES, either party may terminate this Agreement or any Order Form immediately on notice if by filing a request in writing with the BOARD within twenty (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3020) days after receipt of being personally served with written notice of the breach; BOARD’s action, or within twenty (ii20) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all days of the applicable SoftwareBOARD sending written notice by certified mail, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formreturn receipt requested.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and continue until no Sales Orders remain outstanding hereunder unless otherwise terminated as stated below. The license term granted under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order and if no such term is set forth, the license shall continue in force for one (1) year from the date of such Sales Order (“Initial Term”). To avoid unintended service interruptions, at the end of the Initial Term, and at the end of each Renewal Term thereafter, the license term granted under each Sales Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will shall automatically renew for successive twelve an additional one (121) month periodsyear term (each, starting the day following the expiration of the previous Subscription a “Renewal Term”), unless either party shall provide written notice to the other party, not less than sixty (60) days prior to such date of expiration, of its election not to renew such license term. The Initial Term and until each Renewal Term are collectively referred to as the “Term.” This Agreement may be terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party party, at least 30 days any time prior to the end expiration of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the has committed a breach of any of its obligations hereunder that has not been cured within thirty (30) days after receipt of notice written notice. This Agreement terminates automatically, with no further action by either party, if: (i) a receiver is appointed for either party or its property; (ii) either party makes a general assignment for the benefit of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the breachpurpose of seeking a reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either party is liquidated or dissolved; or (iiv) Licensee breaches any obligation related to Licensor’s Intellectual Property rights which has not been cured within 14 days from written notice pertaining to such breach. In the other party becomes insolventevent that the license is terminated for Licensee’s breach of this Agreement, all outstanding Sales Orders shall be immediately terminated. Upon Within fifteen (15) days after termination of a SubscriptionLicensee shall irrevocably erase, the following will apply: (a) All licenses grantedor return to Licensor, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period the Documentation and all copies and portions thereof, and shall provide written certification to Licensor that such destruction or return has been completed. Sections 4 (Limitation of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"Warranty), "Ownership"5 (Disclaimer), "Confidentiality"6 (Indemnification), "Warranty; Disclaimer"8 (Limitations), "11 (Intellectual Property), 12 (Confidential Information), 17 (Term, Termination), 18 (Limitation of Liability"), 20 (Miscellaneous) and "General" 21 (Definitions) will survive the termination of this Agreement and/or an Order Formor expiration hereof.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall come into force on the Effective Date and shall continue in force for the Minimum Period and shall continue thereafter unless or until either Party serves notice of termination. After the end of the Order Form and continues as indicated on Minimum Period, the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees Agreement will renew for successive twelve (12) month periods, starting the day following one­month terms unless either Motorola Solutions or Customer terminate this Agreement as provided herein. Either Customer or Motorola Solutions may terminate this Agreement upon the expiration of the previous Subscription TermMinimum Period or any renewal by providing the other with 30 days advance written notice. If the Agreement is terminated, unless and until terminated by either party in accordance herewith or unless either party provides written Customer will pay all charges owing under the Agreement within 10 days of the payment due date. Termination For Breach Either Party may terminate this Agreement: i) immediately on notice of nonrenewal to if the other party at least 30 days prior commits a material breach of its obligations under this Agreement which is capable of remedy and fails to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least remedy such breach or persists in it after thirty (30) days prior of a written notice requiring it to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement remedy or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form desist; or ii) immediately on notice if (i) the other party materially breaches commits a material breach of the Agreement or an Order Form which cannot be remedied; or iii) on thirty (30) days’ notice if the other party is repeatedly in breach of the Agreement and the overall effect of the breach is material and fails to cure remedy the breach breach(es) within thirty (30) days after receipt of a written notice of the breach; or (iito do so; or iv) immediately on notice if the other party is the subject of a bankruptcy order, or becomes insolvent. Upon termination , or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a Subscriptionreceiver or administrator is appointed over their assets, or if the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all equivalent of any such events under the laws of any of the applicable Software, whether modified or merged into relevant jurisdictions occurs to the other materials and/or Applications; (bparty. v) all updates and upgrades cease; (c) All amounts due under Any failure by the Customer to comply with any unpaid invoices will become due and payable immediately; and (d) of its obligations in the Section titled Customer Responsibilities shall be deemed a material breach of this Agreement. If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software events detailed in such Section occur and Premium Support as applicable the Customer is the defaulting party, Motorola Solutions may, on giving prior notice where practicable, suspend the Service without terminating prejudice to its right to terminate the Agreement. vi) Where the Service is suspended under this Section: the Customer must pay any Charges due for the Service until this Agreement during is terminated; and/or Motorola Solutions shall be entitled to charge the Customer its reasonable costs in restoring the Services following any such period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsuspension.

Term Termination. Except Unless earlier terminated as otherwise stated provided herein, including, without limitation, below in this Section 2.2 as to either or both of the Plants, the initial term of this Agreement will remain in effect until terminated. The term for any Software starts (the "Initial Term") shall commence on the Effective Date and (a) continue through December 31, 2012 for the Tucson Plant, and (b) continue through December 31, 2009 for the GI Plant; provided, however, that the term of the Order Form and continues as indicated on the Order Form this Agreement for either or both Plants may be extended for successive two (2) year periods (each an "Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription TermExtension") and upon your payment by UP if UP provides CXT with written notice of renewal fees will renew for successive twelve such extension (12the "Extension Notice") month periods, starting the day following at least 180 days prior to the expiration of the previous Subscription Initial Term, unless or the then current Extension, for such Plant(s) and until terminated by either party in accordance herewith CXT accepts or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure reject the breach Extension Notice within thirty (30) days after of its receipt thereof. In the event either Party breaches any term or provision of this Agreement and such breach has a material adverse impact on the other Party and frustrates the fundamental purpose of this (a) the non-breaching Party shall furnish written notification to the other specifying the nature of the Material Breach, (b) the breaching Party shall have ninety (90) days following its receipt of such notification (the "Initial Material Breach Cure Period"), or, in the case of a Material Breach that cannot reasonably be cured within the Initial Material Breach Cure Period, such longer period of time, up to a maximum period of 180 days following its receipt of such notification, as may be required to cure such breach as long as the breaching Party commences a cure during the Initial Material Breach Cure Period and works diligently thereafter towards completing such cure (the "Extended Material Breach Cure Period") (the Initial Material Breach Cure Period and any Extended Material Breach Cure Period are referred to collectively hereinafter as the "Material Breach Cure Period"), and (c) if the breaching Party fails to cure the Material Breach within the Material Breach Cure Period the non-breaching Party, at its option, may forthwith terminate this Agreement. Notwithstanding the foregoing paragraph or any other provision of this Agreement, UP shall have the right to immediately terminate this Agreement on sixty (60) days' prior written notice if CXT becomes insolvent, has a receiver appointed to manage it, makes an assignment for the benefit of its creditors, or if a petition in bankruptcy is filed with respect to CXT that is not dismissed within sixty (60) days. In the event either Party breaches any term or provision of this Agreement and such breach does not rise to the level of a Material Breach (a) the non-breaching Party shall furnish written notification to the other specifying the nature of the breach; , and (b) the breaching Party shall have thirty (30) days to cure such breach or, if the breach is one which could not reasonably be cured within such thirty (30) day period, such longer period of time as is necessary so long as the breaching party commences a cure and continues to work diligently towards curing the breach. During the Material Breach Cure Period applicable to a Material Breach that prevents the Production of Ties in the amount agreed under this Agreement, UP may, in a manner consistent with its obligation to mitigate damages and as its exclusive remedy for such failure to Produce, purchase ties from a third party(ies) to replace such lost quantities in any amount not exceeding the lesser of its then current needs, as reasonably determined by UP, or the amount CXT was obligated to have Produced (the "Cover Ties") and (i) the Cover Ties shall count towards the applicable Per Plant Annual Minimum(s) (as such term is defined in Section 2.3, below) and (ii) CXT shall reimburse UP the other party becomes insolvent. Upon termination of a Subscriptionamount, if any, by which the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all cost to UP of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use Cover Ties purchased during such Material Breach Cure Period exceeds the cost of the Software and Premium Support as applicable without terminating this Agreement during Ties that the Cover Ties replaced (the "Cover Tie Cost Differential"). A waiver by the non-breaching Party of any period of material breach. We will give you reasonable notice and a chance to cure breach by the breach before suspending your use breaching Party shall not impair the right of the Software and Premium Support. Suspension will only be non-breaching Party to the extent reasonably necessary until the avail itself of any subsequent breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formhereof.

Term Termination. Except as otherwise stated herein, (a) The term of Your employment under this Agreement will remain in effect until terminated. The term for any Software starts commenced on the Effective Date and shall end on February 24, 2014 (the “Employment Period”); provided that (i) the Employment Period shall terminate immediately upon Your resignation (with or without a Change in Circumstance), death or Total Disability, (ii) at Your election, the Employment Period shall terminate upon the consummation of a Change in Control, and (iii) the Order Form and continues as indicated on Employment Period may be terminated by the Order Form ("Term")Company at any time prior to February 24, 2012 for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period shall be effective as specified in a written notice from the applicable Order FormCompany to You. Solely for purposes of determining Your right to compensation under Section 4(b) below, subscription terms are You will not be considered to have terminated Your employment, and the Employment Period will not be deemed to have terminated, unless you have a “separation from service” within the meaning of Code Section 409A. (b) If the Employment Period is terminated by the Company prior to February 24, 2012, other than as a result of (i) a termination by the Company for Cause, (ii) Your resignation without a Change in Circumstance, (iii) Your Death or (iv) your Total Disability: (1) You shall continue to be paid the Base Salary for a period of twelve (12) months from following the Effective Date effective date of the termination of Your employment ("Subscription Term"the “Severance Period”), with the payments being made on a semi-monthly basis on the first and fifteenth day of each month and commencing as provided in Section 4(b)(5); (2) You shall receive a pro-rata percentage (based on the actual number of days worked during the applicable period) of all Bonus Payments which You would have otherwise received but for the termination of the Employment Period at the time You otherwise would have received such Bonus Payments but for Your termination; and (3) the health, medical, life, and group life insurance coverage afforded to You (and Your eligible family members and dependents) by the Company or reimbursed by the Company, as set forth in Section 3(c) and upon your (f), shall be continued for the Severance Period; provided, however, that to the extent any such benefits or payments are not exempt from Code Section 409A or the Company is not able to provide such benefits or payments in a manner to comply with Code Section 409A, the Company will make a lump sum payment to You to cover the cost of renewal fees will renew for successive twelve (12) month periods, starting these remaining benefits and payments over the Severance Period no later than the 15th day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to third month following the end of the then-current Subscription Term. We may increase pricing applicable calendar year during which Your employment terminates. (4) You shall be entitled to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds foregoing severance payments and benefits if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice and only if (i) You have executed and delivered to the other party materially breaches Company the Agreement or an Order Form General Release in form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or substance as set forth in Exhibit A attached hereto and (ii) the General Release has become effective, and only for so long as You have not revoked or breached the provisions of the General Release or breached the provisions of Sections 5, 6, 7, 8 or 9 hereof. You shall not be entitled any other party becomes insolventsalary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for in the Company’s employee benefit plans. (5) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by You of a release of claims, You shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Your termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: a) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. b) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. c) The Company may provide, in its sole discretion, that You may continue to participate in any benefits delayed pursuant to this Section during the period of such delay, provided that You shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse You the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to You, in each case had such benefits commenced immediately upon Your termination of a Subscription, employment. Any remaining benefits shall be reimbursed or provided by the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate Company in accordance with the schedule and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; procedures specified herein. (c) All amounts due In the event that (i) Your employment is terminated by the Company for Cause, (ii) You resign without a Change in Circumstance or (iii) Your employment is terminated by reason of Your death or Total Disability, You shall only be entitled to receive Your Base Salary earned through the date of termination or resignation and You shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as otherwise specifically provided for under the Company’s employee benefit plans and the Company shall pay You for any unpaid invoices will become due and payable immediately; and reimbursable expenses owed to you through the effective date of the termination or Your employment. (d) If we are in breachIn the event that Your employment is terminated due to Your death, you the Company will receive provide Your eligible family members and dependents with medical insurance coverage under the Company’s then current benefit plans for a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We three (3) months following your death. (e) The Company will give you reasonable notice and continue to maintain the insurance coverage described in Section 3(e) for a chance to cure the breach before suspending your use period of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive thirty-six (36) months after the termination of Your employment, regardless of the reason therefor. (f) If required by Code Section 409A due to You being a “specified employee” as defined in Code Section 409A, any amounts payable to You during the first six months and one day following the date of termination pursuant to Section 4(b) shall be deferred until the date which is six months and one day following such termination (and the first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement and/or an Order Formhad such payments commenced immediately upon Your termination of employment, and any payments thereafter shall continue as provided herein).

Term Termination. Except The term shall commence as otherwise stated herein, of the date you sign this Agreement will and shall remain in full force and effect each month until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until this agreement is terminated by either party in accordance herewith you or by PPD; this Agreement shall automatically renew each month unless either party provides thirty (30) days advanced written notice of nonrenewal its intent to terminate the other party at least 30 days Agreement prior to the end of the then-current Subscription Termoperative term. We may increase pricing applicable If you wish to terminate the Agreement in accordance with these Terms and Conditions, please send such notice to the address listed in the notice section hereinbelow. For memberships, you agree to pay PPD a fee of $125.00 per month, which will be directly withdrawn/ACH debited from your credit or debit account or bank account upon signature of this document and in accordance with the automatic withdraw authorization form which must be completed in conjunction concurrently. Thereafter, PPD will ▇▇▇▇ you on a monthly basis for the term of the Agreement, as well as any renewal terms (if applicable). PPD reserves the right to provide notice of its intent to change it fees, provided however that any then-current Subscription Term by providing you with notice thereof, including by email, at least such change in fees shall only take effect upon thirty (30) days advanced written notice prior to the end of such Termthe operative term. Unless otherwise indicated on an Order FormYou may cancel this Agreement at no cost to you by notifying PPD within fourteen (14) days of registration. After the fourteenth (14th) day, you are bound by the Terms and Conditions set forth herein, and you agree to pay PPD for all fees incurred during the operative term, as may terminate be applicable. PPD reserves the right to contract with third party vendors to provide the Products and Services. By entering into this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachwith PPD, you will receive a prorated refund be provided with access to the Products and Services, the details of which will be supplied to you following completion of the registration process. If any information you provide is untrue, inaccurate or not current, or if PPD has reasonable grounds to suspect that such information is untrue, inaccurate or not current, PPD, at its sole and absolute discretion, has the right to suspend or terminate your access to, and use of, any Products, Product Websites and/or Content, or suspend or terminate any portion thereof. You further agree that you will not hold PPD liable if PPD suspends or terminates your use of, or access to, any Products, Product Websites or Content, or any portion thereof, for any reason whatsoever. Only the individual who enters into this Agreement with PPD will be entitled to the rights and membership benefits provided hereunder. In the event that PPD determines you are sharing your membership benefits with a non-member or in any other way that violations this Agreement, PPD reserves the right to suspend and/or revoke your membership. In such instance, you agree to immediately pay all membership fees paid in advance. We may suspend your use that would be due and owing through the end of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use operative term of the Software and Premium Support. Suspension will only Agreement, as may be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formapplicable.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months shall be from the Effective Date ("Subscription Term") and through June 28, 2024, subject to Voyager’s right to extend the term until July 31, 2024 upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termwritten notice to Consultant, unless and until earlier terminated by either party in accordance herewith with this Agreement or unless either party provides extended by mutual written agreement (the “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 Transition, Separation and Release of nonrenewal Claims Agreement between Consultant and Voyager to which this Consulting Agreement is attached as Exhibit C (the other party “Separation Agreement”), or the Restrictive Covenants Agreement referenced in the Separation Agreement; (ii) by Consultant at least 30 days prior to any time immediately upon written notice if Voyager has materially breached this Agreement or the end Separation Agreement; (iii) at any time upon the mutual written consent of the then-current Subscription Term. We may increase pricing applicable to the renewal of both parties; (iv) by Voyager at any then-current Subscription Term by providing you with notice thereof, including by email, at least time without cause upon not less than thirty (30) days days’ prior written notice to the end of such Term. Unless otherwise indicated on an Order FormConsultant, you may terminate this Agreement or any Order Form by Consultant at any time without cause. However, we will cause upon not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within less than thirty (30) days after receipt of days’ prior written notice of the breachto Voyager; or (iiv) automatically upon (x) Consultant’s failure to timely sign the Additional Release (as defined in the Separation Agreement), (y) Consultant’s revocation of the Additional Release, or (z) the other death, physical incapacitation or mental incompetence of Consultant. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party becomes insolventthat has accrued prior to the effective date of expiration or termination. Upon expiration or termination of a Subscriptionthis Agreement, the following neither Consultant nor Voyager will apply: have any further obligations under this Agreement, except that (a) All licenses granted, except for fully-paid, perpetual licenses, Consultant will terminate all Services in progress in an orderly manner as soon as practicable and you must stop usingin accordance with a schedule agreed to by Voyager, de-install and permanently delete all unless Voyager specifies in the notice of the applicable Software, whether modified or merged into other materials and/or Applicationstermination that Services in progress should be completed; (b) Consultant will deliver to Voyager all updates and upgrades ceaseWork Product (defined below) made through expiration or termination; (c) All amounts due under Voyager will pay Consultant any unpaid invoices will become monies due and payable immediately​ 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 (de) If we are in breachthe terms, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights conditions and obligations under this section Sections 2 and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" 4 through 14 will survive the expiration or termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated herein, 10.1 The term of this Agreement will remain in effect shall be from the EFFECTIVE DATE until terminated. The term for any Software starts on the Effective Date later of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration seventeenth anniversary of the previous Subscription TermEFFECTIVE DATE or the last to expire patent of PATENT RIGHTS, unless and until this Agreement is terminated by either party earlier in accordance herewith or unless either party provides written notice with the provisions of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you this Article. 10.2 NYBC may terminate this Agreement or any Order Form at any time without causeupon notice to LICENSEE if: (a) LICENSEE fails to cure a breach of this Agreement within sixty (60) days after notice thereof; or (b) LICENSEE fails to make payments due under paragraph 4.1 of this Agreement within ten (10) days after notice thereof; or (c) LICENSEE fails in the performance of its obligation to conform to applicable standards, regulations, or guidelines of the applicable governmental agency, as determined by NYBC or governmental agency review and fails to cure such breach within ninety (90) days after notice thereof; or ["****" indicates material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.] (d) LICENSEE becomes insolvent, is adjudged bankrupt, files a petition in bankruptcy, makes an assignment for the benefit of creditors or seeks relief generally from its debts and obligations in accordance with a similar or analogous procedure; or (e) LICENSEE fails to make and sell PRODUCT within ******** of the EFFECTIVE DATE. However, we NYBC may not terminate this Agreement pursuant to this subparagraph (e) if LICENSEE has used PATENT RIGHTS or KNOW-HOW in connection with the manufacture and sale of other products pursuant to other license agreements between NYBC and LICENSEE. Upon such termination (1) all rights in KNOW-HOW and PATENT RIGHTS shall revert to NYBC and (2) LICENSEE will not provide refunds if use KNOW-HOW and PATENT RIGHTS for any purposes whatsoever, unless permitted to do so under a separate agreement with NYBC. 10.3 The expiration or earlier termination of this Agreement will not: (a) affect the Agreement right of LICENSEE to sell PRODUCT manufactured prior to the date of expiration or termination, provided that such sales, notwithstanding expiration or termination, will be subject to royalties in accordance with the provisions of Article IV and provided further that such termination is not due to the reasons set forth in Paragraph 10.2(c); or (b) relieve LICENSEE from any other obligation under this Agreement, including, without limitation, obligations to forward reports, maintain records, permit an audit or inspection and to maintain confidentiality; or (c) release LICENSEE from any liability resulting from an act or omission prior to expiration or termination or an Order Form is terminated without cause. Without limiting act or omission, whenever arising, relating to the provisions of Article VII. 10.4 Invalidation by a court of last resort of any claim(s) of any or all of the patents comprising PATENT RIGHTS shall relieve LICENSEE of its obligations with respect to such claims; but, notwithstanding any other remediesclause herein, it may have, either party shall not terminate this Agreement. 10.5 LICENSEE may terminate this Agreement or any Order Form immediately on notice if upon providing ninety (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3090) days after receipt of prior written notice of the breach; or (ii) the other party becomes insolventto NYBC. Upon termination of a Subscriptionsuch termination, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b1) all updates rights in KNOW-HOW and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; PATENT RIGHTS shall revert to NYBC and (d2) If we are in breach, you LICENSEE will receive a prorated refund not use KNOW- HOW and PATENT RIGHTS for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and purposes whatsoever, unless permitted to do so under a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formseparate agreement with NYBC.

Term Termination. Except (a) Provided the Parties execute the Agreement for Use of HTC(TM) Grid Technology referred to in the fourth paragraph of this Agreement on the same date as otherwise stated hereinthe execution of this Agreement, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date shall be effective as of the Order Form and continues as indicated on the Order Form ("Term")date first set forth above. Except as otherwise specified in provided herein, the applicable Order Form, subscription terms are term of this Agreement shall be for twelve a period of three (123) months years from the Effective Date ("Subscription Term") date hereof and upon your payment of renewal fees will shall automatically renew for successive twelve additional one (121) month periods, starting year periods unless either Party gives written notice of termination to the day following other Party at least six months prior to the expiration of the previous Subscription Term, unless and until terminated current term. (b) Upon the occurrence of a breach or default as to any obligation hereunder by either party in accordance herewith or unless either party provides written notice of nonrenewal to Party and the other party at least 30 days prior to the end failure of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails breaching Party to cure the such breach or default within thirty (30) days after receipt of receiving written notice thereof from the non-breaching Party, this Agreement may be terminated by the non- breaching Party by giving written notice of termination to the breach; or (ii) breaching Party, such termination being immediately effective upon the other party becomes insolvent. Upon termination giving of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all such notice of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; termination. (c) All amounts due under any unpaid invoices will become due The Parties acknowledge that as of the effective date of this Agreement, the lead time for Tecomet to obtain the material it uses in manufacturing the HTC(TM) Grids is substantial - up to sixty (60) weeks, and payable immediately; and the Parties agree that as long as Tecomet exercises all commercially reasonable efforts to obtain the necessary materials to fill Trex Medical's orders for HTC(TM) Grids, Tecomet's failure to deliver HTC(TM) Grids based solely on inability to obtain such material shall not constitute a breach of this Agreement. (d) If we are Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors, whether by law or agreement, or either Party going into receivership or otherwise becoming insolvent (such Party hereinafter referred to as the "insolvent party"), this Agreement may be terminated by the other Party by giving written notice of termination to the insolvent Party, such termination being immediately effective upon the giving of such notice of termination. (e) In the event of termination for Tecomet's breach, you or by Trex Medical for reasons specified in Section 6(d) above, Tecomet will receive cooperate in the transfer, to Trex Medical or a prorated refund for any fees paid in advance. We may suspend your use third-party supplier specified by Trex Medical, of the Software Trex Medical-owned tooling for HTC(TM) Grids which is in Tecomet's possession and Premium Support shall make the Technology available to Trex Medical or such supplier, as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be case may be, to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"for, and "General" for the limited purpose of, manufacturing HTC(TM) Grids; provided, however, that following such -------- ------- transfer, Trex Medical shall pay Tecomet a royalty of five percent (5%) of the purchase price of each HTC(TM) Grid that Trex Medical manufactures or purchases from the third-party supplier. (f) Sections 3, 5, 6(e), 6(f), 7, 8, 9, and 10 shall survive the termination of this Agreement and/or an Order FormAgreement. Following termination Tecomet shall have no further right to manufacture HTC(TM) Grids without the prior written consent of Trex Medical.

Term Termination. Except as The Software Term will automatically renew for an additional one year term unless (i) otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form or ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12ii) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides the other with written notice of nonrenewal its election not to the other party renew at least 30 days prior to the end anniversary date. Any renewal will be invoiced at the prevailing list price rate for the tier applicable at the time of renewal unless otherwise indicated on the then-current Subscription TermOrder Form. We may increase pricing In connection with any renewal term, Rapid7 reserves the right to change the rates, applicable charges, and usage policies and to the renewal of introduce new charges, for any then-current subsequent Subscription Term upon providing Customer written notice thereof (which may be provided by providing you with notice thereof, including by email, e-mail) at least thirty (30) 60 days prior to the end of such Termthe applicable term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the This Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if be terminated: (i) by either party if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty days of such filing; or (ii) by either party if the other party materially breaches the this Agreement or an the Order Form and fails to cure the such breach to such party’s reasonable satisfaction within thirty (30) days after following receipt of written notice of thereof. Customer’s license to use the breach; or (ii) Software shall terminate upon the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all expiration of the applicable SoftwareSoftware Term. Upon any termination of this Agreement or an Order Form by Rapid7, whether modified or merged into other materials and/or Applications; (b) all updates applicable licenses are revoked and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your Customer shall immediately cease use of the applicable Software and Premium Support as applicable without terminating certify in writing to Rapid7 within thirty days that Customer has destroyed or returned to Rapid7 such Software and all copies thereof. Termination of this Agreement during any period or a license granted hereunder shall not relieve Customer of material breachits obligation to pay all fees that have accrued, have been paid, or have become payable by Customer hereunder. We will give you reasonable notice and a chance All provisions of this Agreement which by their nature are intended to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formshall survive such termination.

Term Termination. Except as otherwise stated herein, (a) The term of this Agreement will remain in effect until terminated. The term for any Software starts on (the “Initial Term”) shall begin as of the Effective Date of the Order Form and continues as indicated shall end on the Order Form earlier of ("Term"). Except as otherwise specified in i) the applicable Order Form, subscription terms are for twelve first (121st) months from annual anniversary of the Effective Date and ("Subscription Term"ii) and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration time of the previous Subscription termination of the Contractor’s engagement in accordance with the provisions herein. The Initial Term and any Renewal Term (as defined below) shall automatically be extended for one or more additional terms of one (1) year each (each a “Renewal Term” and together with the Initial Term, unless and until terminated by either party in accordance herewith or the “Term”), unless either party the Company or Contractor provides written notice of nonrenewal to the other party at least 30 days prior Party of their desire to not so renew the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Initial Term by providing you with notice thereof, including by email, or Renewal Term (as applicable) at least thirty (30) days prior to the end expiration of such the then-current Initial Term or Renewal Term. Unless otherwise indicated on an Order Form, you as applicable. (b) This Agreement, the Term and Contractor’s engagement by the Company may terminate this Agreement or any Order Form be terminated by either Party at any time without cause. However(each, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on a “Termination”) upon 60 days’ prior written notice if (i) to the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; Party. (c) All amounts due under Upon any unpaid invoices Termination by the Company, 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 the Company elects to terminate the Term prior to the expiration of such 60-day period, in which event the Term will become due be deemed terminated as the date of such election by the Company, and payable immediately; and provided that in such case the Company shall continue to pay Contractor the then-applicable Monthly Fee for such 60-day period. (d) 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. (e) If we are in breach, you will receive a prorated refund for any fees the monthly consulting fee is not paid in advance. We may suspend your use when due on the first working day of the Software and Premium Support as applicable without terminating following month, the Contractor reserves the right to terminate this Agreement during any agreement with a reduced notice period of material breach30 days. We will give you reasonable This notice and a chance period shall commence from the date written notice of termination is provided to cure the breach before suspending your use Company. All other terms of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The agreement shall remain in effect during this notice period unless otherwise agreed in writing by both parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive . (f) Upon the termination or expiration of this Agreement and/or an Order Formthe Term, the Parties shall have no further obligations hereunder other than those which arose prior to such termination or which are explicitly set forth herein as surviving any such termination or expiration.

Term Termination. Except 3.1 These Network Member Subscription Terms will begin on the Activation Date and, except as otherwise stated hereinthey may be sooner terminated in whole or in part as provided below, this Agreement will remain in full force and effect until terminatedthe following June 30 and for successive one (1) year periods in accordance with these Network Member Subscription Terms and subject to the payment of all renewal subscription fees required pursuant to the Regional Network/Customer Agreement it being understood that the Network will receive regular notice of such pending renewal prior to June 30. 3.2 In the event that the Regional Network’s agreement with OUP USA relating to the Publications expires or terminates for any reason, these Network Member Subscription Terms shall immediately thereupon terminate. The term for any Software starts on Regional Network’s and/or OUP’s failure to provide advance notice of such expiration or termination shall not prevent these Network Member Subscription Terms from terminating immediately upon the Effective Date termination of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by Regional Network’s agreement with OUP. 3.3 If either party materially breaches any covenant or provision of these Network Member Subscription Terms (including, without limitation, breach by the Customer of Paragraph 4 below), then, in accordance herewith addition to any rights and remedies that may be available in law or unless either party provides written notice of nonrenewal to equity, the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either non- breaching party may terminate this Agreement or any Order Form immediately on these Network Member Subscription Terms by written notice if (i) to the other breaching party materially breaches unless, in the Agreement or an Order Form and fails to cure the case of a breach capable of cure, such breach will have been cured within thirty (30) days after receipt delivery of written notice of such breach to the breachbreaching party. Without limiting the generality of the foregoing, in the event that the Customer breaches these Network Member Subscription Terms by failing to timely pay the Regional Network the fees due under the Regional Network/Customer Agreement, OUP USA may withdraw the Customer’s access to the Publications pending such payment. 3.4 In addition to the foregoing, OUP USA reserves the right at any time on thirty (30) days’ notice to the Customer to terminate these Network Member Subscription Terms in whole or in part due to cessation of publication of all or part of the Publications; or (ii) in the other party becomes insolvent. event of such termination, OUP USA will refund to the Customer the pro rata portion of any subscription fees the Customer has paid for the balance of the subscription period outstanding at the date of such termination. 3.5 Upon termination of a Subscriptionthese Network Member Subscription Terms, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance Customer agrees to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be continue to adhere to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation provisions of Liability", and "General" survive the termination of this Agreement and/or an Order Formthese Network Member Subscription Terms relating to any OUP intellectual property.

Term Termination. Except 6.1. Unless otherwise terminated as otherwise stated set forth herein, this Agreement will remain in effect until terminated. The commence on February 18, 2016 and will continue for an initial term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees thereafter. This Agreement will automatically renew for successive twelve (12) twelve-month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or terms unless either party provides written notice of nonrenewal its intent to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least terminate and/or not renew this Agreement within thirty (30) days prior to preceding the end of such the then current term. The initial term, together with any renewal term of this Agreement, shall be referred to herein as the “Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either .” Either party may terminate this Agreement or without cause at any Order Form immediately on 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 (i) the other party materially breaches the Agreement is in default of any provision hereof or an Order Form thereof and fails to cure the breach such default is not cured within thirty (30) days after receipt notice thereof has been given to the defaulting party. 6.2. In the event of notice any termination, nonrenewal or expiration of the breach; or (ii) the other party becomes insolventthis Agreement: 6.2.1. Upon termination Except as may otherwise be provided in a Statement of a SubscriptionWork, the following Requestor will apply: 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 (a5) All licenses grantedbusiness days of any termination or expiration of this Agreement, except for fully-paid, perpetual licenses, the Contractor will terminate and you must stop using, de-install and permanently delete deliver to the Requestor all of the applicable Softwaredeliverables, whether modified completed or merged into other in progress, as well as all materials and/or Applicationswhich were furnished to the Contractor by the Requestor or which were prepared or procured by the Contractor for such Services; 6.2.4. The Contractor will cooperate with the Requestor in transitioning all work in progress to a successor service provider or to the Requestor and will otherwise cooperate with the Requestor as reasonably requested to prevent disruption to the Requestor's operations; and 6.2.5. Unless the parties agree otherwise in writing, any “Block Time Hours” (bif applicable) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating purchased pursuant to an addendum to this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be shall expire with no refund to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormRequestor for unused portions.

Term Termination. Except as otherwise stated herein12.1. If the Service has been provided to Customer on a trial basis, on expiration of such trial period, if Customer has not executed an Order Form, this Agreement will remain in effect until terminatedautomatically terminate. 12.2. The term for In any Software starts other event, this Agreement commences on the Effective Date signature date of the Order Form and continues as indicated on the Order Form ("Term"). Except as and, unless agreed otherwise specified in the applicable Order Form, shall continue in effect for the subscription terms are for twelve period outlined in the Order Form (12) months from the Effective Date ("Subscription “Initial Term") and upon your payment of renewal fees ”). After the Initial Term, the Agreement will automatically renew for successive twelve subscription periods as specified in the Order Form (12) month periodseach, starting the day following the expiration of the previous Subscription a “Renewal Term”), unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to terminates the Agreement by giving the other party at least a 30 days prior to written notice before the end expiry of the then-current Subscription applicable Initial Term or Renewal Term (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”). 12.3. We may increase pricing applicable Subject to the renewal of any then-current Subscription Term by providing you with notice thereofSection 12.4, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either each party may terminate this Agreement or any Order Form immediately on by giving written notice if to the other party if: (i) the other party materially breaches the this Agreement or an Order Form and fails to cure the breach within thirty (30) 7 days after receipt of being given written notice of thereof (or if it is not reasonably possible to remedy the breach within 7 days, within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever steps are available to it to commence remedying the breach); or (ii) the other party becomes is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. 12.4. Upon termination If Customer fails to pay any fees due to Lusha by their due date (under Section 11); commits any act or omission which, in the opinion of Lusha, is or could be prejudicial to its interests or subject Lusha to liability; uses the Service in a Subscriptionmanner that poses a security risk to or may adversely affect the Service; or engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Lusha has the right, without prejudice to any other rights that it has in law, to: a unilaterally suspend or discontinue the provision of the Service to Customer (“Suspension”) for 14 (fourteen) days (“Suspension period”) or such other reasonable time as agreed between the parties; 1 If Customer remedies the cause of the Suspension during the Suspension Period, the following Suspension will apply: (a) All licenses grantedimmediately, except for fully-paidor as soon as practicably possible thereafter, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all be lifted. 2 If Customer fails to remedy the cause of the applicable SoftwareSuspension within the Suspension Period, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advanceLusha reserves the right to terminate the Agreement with immediate effect. We may suspend your use b claim specific performance of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and Customer’s obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "WarrantyAgreement; Disclaimer", "Limitation of Liability"or c immediately terminate this Agreement, and "General" survive in all cases, be entitled to claim from Customer whatever direct damages or loss it has suffered, subject to the same limitations, mutatis mutandis, recorded in Section 10. 12.5. On termination of this Agreement and/or an Order Formfor any reason, Customer will (i) immediately cease use of the Service; and (ii) all payments will be accelerated and become due and payable. On termination resulting from Customer's breach of the Agreement, Customer shall: (i) immediately provide Lusha a complete list of all third parties to which Customer disclosed the Data; and (ii) irrevocably delete, and cause any third party that the Customer has provided any Data to delete any and all Data, except for Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Service. On request, Customer will provide Lusha with a signed notice confirming that Customer complied with the provisions of this paragraph. Sections 3, 5, 6, 8, 9, 10, 12, 14, 15 and 16 shall survive any expiration or termination of this Agreement.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and end on December 31, 2021, and renew for additional two (2) year terms, unless earlier terminated in accordance with this Agreement (the “Term”). SynCardia may terminate this Agreement at the end of any renewal Term without cause upon not less than ninety (90) days’ prior written notice to Company. Company may terminate this Agreement at any time without cause upon not less than sixty (60) days’ prior written notice to SynCardia. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Company nor SynCardia will have any further obligations except as set forth under this Agreement, including that (a) Company will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by SynCardia, unless SynCardia specifies in the notice of termination that certain Services in progress should be completed; (b) Company will deliver to SynCardia all Work Product (defined below) made through expiration or termination; (c) SynCardia will pay Company any monies due and owing Company under Section 3 of this Agreement, up to the time of termination or expiration; (d) Company will immediately return to SynCardia all SynCardia Materials (defined below) and other Confidential Information (defined below) and copies thereof provided to Company under this Agreement; and (e) the terms, conditions and obligations under Sections 2 through 8 will survive expiration or termination of this Agreement. Upon termination or non-renewal of this Agreement by SynCardia, SynCardia will pay Company, as consideration for the cancellation of the Order Form and continues as indicated on Agreement, a Termination Payment equal to two (2) times the Order Form ("Term"). Except as otherwise specified in Gross Profit earned by the applicable Order FormCompany for the sale of all SynCardia Products, subscription terms are for twelve (12) months from training programs or other services, plus any commission income earned by the Effective Date ("Subscription Term") and upon your payment sale of renewal fees will renew for successive training programs, or other services during the twelve (12) month periodsperiod immediately preceding the date of termination. Gross Profit will be calculated by subtracting the amount a customer paid for the product less the cost the Company paid SynCardia for the Product. This cancellation fee shall be: at the option of SynCardia, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party (a) Paid in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least one payment 30 days prior after cancellation of Agreement, (b) paid to Company in twenty four (24) equal payments, (total fee due divided by twenty four (24) and one twenty fourth (1/24th) paid the end first of the then-current Subscription Termeach month. We may increase pricing applicable (c) or in four (8) equal payments. The first payment to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within be made thirty (30) days after receipt of notice the termination or non-renewal of the breach; or Agreement followed by a (ii7) three payments each ninety (90) days apart, with final payment completed two hundred and seventy (635) days from the other party becomes insolventfirst payment. Upon termination SynCardia will repurchase, at Company’s cost, all Products in Company’s possession and control. Products are undamaged and in their original packaging. SynCardia will be responsible for all freight and shipping costs associated with the return of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormProducts.

Term Termination. Except as otherwise stated herein, this 3.1 This Agreement will remain in effect until terminated. The term for any Software starts on commence upon the date last executed by the parties (“Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term"Date”) and will terminate upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous last surviving Subscription TermSchedule unless otherwise terminated as provided by Appendix A, unless and until Section 11B of DIR Contract No. DIR-TSO-2644. The term of the Subscription will be identified in the applicable Subscription Schedule. 3.2 This Agreement and/or all Subscription Schedules may be terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to if the other party at least 30 days prior to the end breaches any of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate its material obligations under this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the such breach within thirty (30) days after receipt of written notice of such breach. The termination of this Agreement will not affect either party’s obligation to make payments to the breachother party as a result of events that occurred prior to termination. Subject to record retention policies and laws, upon such termination, the Brocade Technology must be returned to Brocade within the 30-day notification period. 3.3 Notwithstanding anything in this Agreement to the contrary, Brocade may immediately terminate this Agreement and/or any Subscription Schedule in whole or in part if: (i) Customer fails to comply with the payment provisions of this Agreement, (ii) upon the insolvency, bankruptcy, or dissolution of Customer, or; (iii) if Brocade believes there has been or will be a substantial impairment of Customer’s credit or an assignment for the benefit of Customer’s creditors. Upon such termination, the Brocade Technology must be returned within 15 days of notification by Brocade. 3.4 Terminations shall be handled in accordance with Appendix A, Section 11B of DIR Contract No. DIR- TSO-2644. 3.4.1 Termination for non-appropriation shall be handled in accordance with Appendix A, Section 11B of DIR Contract No. DIR-TSO-2644. 3.5 Subject to record retention policies and laws, upon expiration or termination of this Agreement or any Subscription Schedule in whole or in part, Customer shall return Brocade Technology to Brocade pursuant to the RMA Procedures set forth in this Agreement. In the event of a termination of this Agreement or any Subscription Schedule by the Customer, Customer will bear all costs associated with the return of the Brocade Technology and shall do so in a manner that ensures a timely the return of the respective Brocade Technology. Upon termination or expiration of the Agreement, unless otherwise specifically provided in the Subscription Schedule, the following amounts will become immediately due and payable: (i) any unpaid amounts for the Subscription provided through the date of termination; (ii) the other party becomes insolvent. Upon termination of a Subscriptionmonthly recurring charges accrued until the Brocade Technology is returned to Brocade as provided by this Agreement, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applicationsand; (biii) all updates and upgrades cease; (c) All any other amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachunder this Agreement. Further, you will receive a prorated refund if Customer fails to make arrangements for any fees paid in advance. We return or otherwise fails to return Brocade Technology within the respective notice period, Brocade may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent take all actions reasonably necessary to obtain possession of and remove the Brocade Technology. Customer will not interfere with or object to such repossession or removal and Customer will cooperate (and ensure corporation of its employees, subcontractors, agents, representatives, and other third parties) with Brocade in such efforts. Without limiting any other remedies Brocade may have in law or in equity, if Customer fails to return the Brocade Technology within the respective notification period, amounts due and payable for the Subscription(s) will continue to accrue until the breach Brocade Technology is cured. The parties' rights received by Brocade and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formfor 60 days thereafter.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term")12.1. Except as otherwise specified in provided for herein, the applicable Order Form, subscription terms are term of this Agreement shall commence on the Commencement Date of Employment and continue thereafter for twelve two (122) months from years (the Effective Date ("Subscription “Term") and upon your payment of renewal fees will renew ”). The Term shall be automatically renewed for successive twelve one (121) month periodsyear period. At that time, starting the day following parties will address and negotiate in good faith any mutually agreeable extension or replacement of this Agreement. Even so, the expiration parties agree that the employment with the Company during the Term and the extension period, notwithstanding the provisions of this Agreement or the previous Subscription Termpotential for any extensions thereof or subsequent agreements, unless and until may be terminated by either Executive or the Company after the first year, for any or no reason, with or without Cause (as defined below), and pursuant to the terms provided below. 12.2. Either party in accordance herewith or unless either may, after the first year, furnish the other party provides hereto with a written notice of nonrenewal that this Agreement is terminated (“Termination Notice”). The Termination Notice may be with or without cause and must be furnished to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by emailparty, at least thirty (3090 ( ninety) days prior to the end Termination Notice having effect (“Notice Period”). The Termination Notice shall set forth both the date on which said notice is being furnished and the date on which the Termination Notice shall be effective. 12.3. In the event that a Termination Notice is delivered by either party hereto, the following shall apply: 12.3.1. During the Notice Period, Executive shall be obligated to continue to discharge and perform all of such Termhis duties and obligations with Company and to take all steps, satisfactory to the Company, to ensure the orderly transition to any persons designated by Company of all matters handled by Executive during the course of his employment with Company. 12.3.2. Unless otherwise indicated on an Order FormNotwithstanding the above, you may terminate this Agreement Company shall be entitled to waive Executive’s services with Company during the Notice Period or any Order Form at part thereof and/or terminate the employer-employee relationship prior to the completion of the Notice Period; in such events Company shall pay Executive the Salary and provide Executive with, or, in the event of termination of the employer-Executive relationship prior to the completion of the Notice Period, pay Executive the value of, the social and fringe benefits as detailed in Section 6, to which he would otherwise be entitled for the duration of the Notice Period, or any time without causepart thereof. 12.3.3. However, we will not provide refunds if For the Agreement or an Order Form is terminated without cause. Without limiting other remediesremoval of doubt, it may haveis clarified that, either party may terminate this Agreement or in the event Company waives any Order Form immediately on notice if (i) and/or all of Executive’s services with Company during the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after Notice Period as aforesaid, Executive shall, immediately, upon receipt of notice of such waiver, return to Company any and all equipment provided to his for purposes of the breachperformance of his duties under this Agreement. 12.4. The provisions of Sections 10.1 and 10.2 above notwithstanding, Company, by furnishing a notice to Executive, shall be entitled to terminate his employment with Company with immediate effect where said termination is a Termination for Cause. In the event of such termination, without derogating from the rights of Company under this Agreement and/or any applicable law, Executive shall not be entitled to severance pay and/or to any of the consideration specified in Section 10.2 above. In addition, and in the event of the circumstances set forth in Section 6.1.6 above, Executive shall not be entitled to the Company’s contributions to the Manager’s Insurance Policy and/or to the Advanced Study Fund. 12.5. As used in this Agreement, the term “Termination for Cause” shall mean termination of Executive’s employment with Company as a result of the occurrence of any one of the following: (i) Executive has committed a dishonorable criminal offense; or (ii) Executive is in breach of his duties of trust or loyalty to Company; (iii) Executive deliberately causes harm to Company’s business affairs; (iv) Executive breaches the other party becomes insolvent. Upon termination confidentiality and/or non-competition and/or non-solicitation and/or assignment of inventions provisions of this Agreement; and/or (v) circumstances that do not entitle Executive to severance payments under any applicable law and/or under any judicial decision of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formcompetent tribunal.

Term Termination. Except as otherwise stated herein, this Agreement a. The initial term of the MSA will remain begin upon execution by both Client and S3 Group and will continue in full force and effect until terminatedthe termination or expiration of the last Order then in effect. The initial term of each Order, and, if applicable the initial term of the Client's subscription for the Services described in the Order (the "Initial Service Term"), begins upon the effective date of that Order and will continue for the period set forth in the Order. If no period is specified in the Order, the Initial Service Term will be a period of one (1) year commencing on the effective date of the Order. The term of an Order will renew for any Software starts on additional successive periods equal to the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise term specified in the applicable Order Form(or, subscription terms are if none is specified, for twelve successive one (121) months from the Effective Date year periods) (each, a "Subscription Renewal Service Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to notifies the other party at least 30 days prior in writing of its election to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, not renew such Order at least thirty (30) days prior to the end of such then-expiring term. The Initial Service Term and all Renewal Service Terms for a particular Order are individually and collectively referred to herein as the "Service Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either ." b. Either party may terminate this Agreement or any Order Form immediately on upon written notice if (i) to the other party materially breaches (or S3 Group may, in its sole discretion, suspend the provision of Services hereunder) if the other party commits a material breach of this Agreement or an Order Form and fails to cure the such breach within thirty (30) days after receipt written notice of the same (other than a failure to pay any undisputed Fees or Costs invoiced hereunder, which failure must be cured within ten (10) days after S3 Group’s notice to Client with respect to the same). S3 Group may also terminate this Agreement or suspend the provision of Services hereunder in the event Client commits a material breach of this Agreement that is incapable of remedy, including, without limitation Client’s or its personnel’s breach of any license restrictions, intellectual property ownership rights or any restrictive covenants under this Agreement. c. In addition to the foregoing, either party may terminate this Agreement immediately upon written notice to the other party (or S3 Group may, in its sole discretion, suspend the provision of Services hereunder) if such other party: (i) is unable to pay its debts generally as they become due; (ii) is declared or otherwise becomes insolvent; (iii) is subject to a general assignment for the benefit of creditors; (iv) is subject to the appointment of a receiver for its business or assets; or (v) is subject to any proceedings under any bankruptcy or insolvency law or liquidation, voluntary or otherwise, that, if involuntary, is not dismissed within sixty (60) days of its filing. d. S3 Group may terminate or suspend the provision of any Service, or portion thereof, if the provision of such Service, or any portion thereof, is determined to violate any applicable law or regulation or of any S3 Group license in any jurisdiction, or is no longer permitted under any of the same, or if any change in legal or regulatory provisions has a material adverse effect on S3 Group’s provision or performance of the Services, as determined by S3 Group in its sole discretion. In such an event, S3 Group shall provide Client with as much notice as possible of such termination or suspension. Further, S3 Group's ability to provide the Services may be subject to various licenses or other agreements (each a "Service Agreement") between S3 Group and its third-party suppliers or strategic partners (including, without limitation, Third Party Providers). In the event of the expiration or termination of any applicable Service Agreement, S3 Group will use commercially reasonable efforts to obtain alternative suppliers in order to avoid suspension or disruption in the Services. If S3 Group is unable, for any reason, to obtain such an alternative or replacement Service Agreement, S3 Group may terminate or suspend all affected Orders upon written notice to Client without any liability to Client. S3 Group will give Client at least sixty (60) days prior written notice to Client (or, if it is not possible to give 60 days’ notice, as much notice as possible under the circumstances) of the termination or expiration of a Service Agreement governing S3 Group’ ability to deliver the Services. If S3 Group terminates any Order pursuant to this Section 2(d), and Client has prepaid for any Services under that Order, then S3 Group will, after applying such prepayment to all fees and charges due under the Agreement, return the unused portion of such prepayment to Client within forty-five (45) days after the date of termination. e. Upon the effective date of termination of any Order: (i) S3 Group will immediately cease providing, and Client will immediately cease using, the Services set forth in such Order; (ii) all licenses granted hereunder with respect to the terminated Service(s) will immediately terminate (except as otherwise set forth herein or in any applicable Supplemental Terms); and (iii) any and all payment obligations of Client under this Agreement with respect to such Order(s) (including, without limitation, all charges for Services provided through the date of termination) will be due within thirty (30) days of the effective date of termination. If Client fails to pay such amounts on the date due, then S3 Group may impose interest on such overdue payments as set forth in Section 3(d). In addition to the foregoing, within thirty (30) days of termination of this Agreement as a whole, each party will return or destroy (and, upon request, certify such destruction) all Confidential Information (defined hereafter) of the other party in its possession and will not make or retain any copies of such Confidential Information, except as expressly permitted pursuant to, and in accordance with, the terms of Section 7. f. In the event of any nonrenewal of this Agreement or any Order by S3 Group pursuant to Section 2(a) or any termination of this Agreement or any Order by Client pursuant to Sections 2(b) or (c), then upon Client’s request and subject to Client’s continued compliance with the terms of this Agreement, S3 Group shall provide to Client and its designee (collectively, the "Successor"), reasonable assistance to facilitate the orderly transfer of the terminating/ expiring Services to the Successor (the "Transition Assistance") for a period (the “Transition Assistance Period”) of ninety (90) days from (i) the date of notice of the breachS3 Group’ nonrenewal of this Agreement or any Order pursuant to Section 2(a); or (ii) the other party becomes insolvent. Upon date of termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under with respect to any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an or any Order Formby Client pursuant to Sections 2(b) or (c), as applicable. During the Transition Assistance Period, S3 Group will continue to provide the terminating/expiring Services at the then-current Fees (subject to any increases permitted pursuant to Section 3(a), below) until such time as such terminated/expired Services have been successfully transferred to the Successor or until the expiration of the Transition Assistance Period, whichever comes first. For any Transition Assistance Services requested by Client that are not within the scope of the then-current Services, S3 Group will have no obligation to provide such services unless the parties agree to execute a mutually agreeable change order describing such Services and setting forth the rates or fees applicable thereto. g. Termination of this Agreement will terminate all then-current Orders. Except as specifically set forth in a notice of termination hereunder, termination of any Order will not serve to terminate any other Order, this Agreement as a whole or the parties' respective obligations thereunder. The definitions herein and the respective rights and obligations of the parties under Sections 2(c), 2(e)-(g), 3(a), 3(d), 5(c) and 6-10 will survive any termination or expiration of this Agreement.

Term Termination. Except as otherwise stated hereinIf the Software is available to you under a License Agreement, the term of this ▇▇▇▇ is co- terminus with the term of the Software license granted to Licensee under the License Agreement. When the term of the Software license under the License Agreement terminates or expires, this Agreement will remain ▇▇▇▇ terminates. Edifecs is not obligated to provide you any notice of such termination. In addition, your rights under this ▇▇▇▇ terminate immediately if you breach or are in effect until terminateddefault of any representation, warranty, agreement, or obligation contained or referred to in this ▇▇▇▇, effective upon the breach. The If there is no License Agreement, the term for any Software starts of this ▇▇▇▇ begins on the Effective Date of date that Licensee accepted Edifecs’ purchase quote for the Order Form Software and continues as indicated on the Order Form thereafter for an initial term of one ("Term")1) year. Except as otherwise specified in the applicable Order FormFollowing such initial term, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will this ▇▇▇▇ shall automatically renew for successive twelve one (121) month periodsyear terms, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by emailunless, at least thirty sixty (3060) days prior to the end renewal term for which you elect not to renew, Licensee provides Edifecs with written notice of non-renewal to: Edifecs, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Finance Department. Edifecs has no obligation to provide the license keys to the Software for such Termrenewal term unless Licensee has paid the applicable license fees. Unless otherwise indicated on an Order FormAll terms and conditions of this ▇▇▇▇ shall remain in effect during any renewal term, you except that Edifecs may terminate this Agreement or any Order Form increase the applicable license fees for a renewal term by providing at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if least sixty (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3060) days after receipt written notice prior to the effective date of notice of the breach; or (ii) the other party becomes insolventrenewal. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachtermination, you will receive a prorated refund for any fees paid in advance. We may suspend your immediately cease use and dispose of the Software Software, either by returning to Edifecs or by destroying the same and Premium Support as applicable without terminating certifying such destruction in writing. Termination is not an exclusive remedy and all other remedies will be available to Edifecs, whether or not termination occurs. All terms and conditions of this Agreement ▇▇▇▇ shall remain in effect during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formrenewal term.

Term Termination. Except (a) This Agreement is effective beginning March 15, 2022 (Effective Date) and, unless sooner terminated as otherwise stated hereinherein provided, this will continue until March 15, 2025, as set forth herein (the “Agreement Term”). Each Commercial Terms Exhibit will remain in effect until terminated. The specify an initial term for any Software starts on (the Effective Date “Initial Term”) of the Order Form and continues as indicated on subscribed Service. After the Order Form ("Term"). Except as otherwise specified in Initial Term of the applicable Order FormCommercial Terms Exhibit has expired, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will Commercial Terms Exhibit may renew for successive twelve one (121) month periods, starting year periods (each a “Renewal Term” and the day following the expiration Initial Term and each Renewal Term of the previous Subscription Exhibit collectively, the “Term” of that Exhibit), unless and until terminated by either party in accordance herewith or unless either party provides upon mutual written notice of nonrenewal to the other party at least 30 days prior to the end agreement of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty Parties. (30b) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either Either party may terminate this Agreement or any Order Form immediately on notice a Commercial Terms Exhibit if (i) the other party materially breaches the this Agreement or an Order Form such Commercial Terms Exhibit and fails to cure the such breach is not cured within thirty (30) days after receipt of notice of written notice. (c) Either party may terminate this Agreement if: (i) the breachother party ceases to carry on business; or (ii) the other party becomes insolvent. Upon termination is insolvent or is otherwise generally not paying its debts as they become due; or (iii) the other party is the subject of a Subscription, any petition under any bankruptcy or other law for the following will apply: (a) All licenses grantedprotection of debtors, except an involuntary petition that is dismissed within 60 days after filing. (d) For the avoidance of doubt, neither party may terminate a Commercial Terms Exhibit or this Agreement for fully-paidconvenience; provided that if all Commercial Terms Exhibits under this Agreement have expired or been terminated, perpetual licensesthen either party may terminate this Agreement upon written notice to the other party. If Client terminates a Commercial Terms Exhibit for convenience, will terminate and you must stop usingor if ▇▇▇▇▇ ▇▇▇▇▇ terminates a Commercial Terms Exhibit due to Client’s material breach, de-install and permanently delete then all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts fees that would have come due under any unpaid invoices will the current term of such Commercial Terms Exhibit shall become due and payable immediately; to ▇▇▇▇▇ ▇▇▇▇▇ upon receipt of an invoice from ▇▇▇▇▇ ▇▇▇▇▇. The parties acknowledge that ▇▇▇▇▇ ▇▇▇▇▇’▇ actual damages arising from such termination would be difficult to determine with accuracy and the parties agree that the payment obligation in the prior sentence is a reasonable estimate of ▇▇▇▇▇ ▇▇▇▇▇’▇ damages and not a penalty. (de) If we are Nothing in breachthis Section will limit ▇▇▇▇▇ ▇▇▇▇▇’▇ rights under the Terms of Use to terminate, you suspend or block any individual Authorized User’s use of all or part of the Service if ▇▇▇▇▇ ▇▇▇▇▇ believes in good faith that such Authorized User has breached the Terms of Use. (f) Sections 4(b), 6(a), 7(a), 7(b), 8, 9, 10, 11(a), 12, and 13 of this Agreement shall survive termination or expiration of this Agreement. Termination of this Agreement will receive not affect any accrued rights or liabilities of either party. (g) Within 30 days following termination of a prorated refund for any fees paid in advance. We may suspend your use Commercial Terms Exhibit, ▇▇▇▇▇ ▇▇▇▇▇ will permit Client to export Client Data using the export capabilities of the Software and Premium Support or will provide Additional Services at ▇▇▇▇▇ ▇▇▇▇▇’▇ then-current rates to transition data to Client, as applicable without terminating this Agreement during any period indicated by Client at the time of material breachtermination. We On or about thirty (30) days after termination, ▇▇▇▇▇ ▇▇▇▇▇ will give you reasonable notice and destroy Client Data in a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formmanner consistent with industry best practice techniques.

Term Termination. Except as otherwise stated herein7.1 Unless terminated sooner pursuant to the terms hereof, this Agreement will remain LICENSE AGREEMENT shall become effective as of the EFFECTIVE DATE and shall continue in full force and effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of LICENSEE's obligation to pay royalties hereunder. 7.2 If (i) LICENSEE files a petition in bankruptcy or for the previous Subscription Termappointment of a receiver or trustee, (ii) LICENSEE proposes a written agreement of composition or extension of its debts or makes an assignment for the benefit of its creditors, or (iii) an involuntary petition against LICENSEE is filed in any insolvency proceeding and such petition is not dismissed within sixty (60) days after filing, LICENSOR may terminate this SUBLICENSE AGREEMENT. 7.3 Upon any material breach of or default under this SUBLICENSE AGREEMENT by LICENSEE, or otherwise upon the abandonment of the entire Development Plan under Article 6(b)(2) hereof, LICENSOR may terminate this SUBLICENSE AGREEMENT, partially or in its entirety, by forty-five (45) days written notice to LICENSEE. Said notice shall become effective at the end of said period, unless and until terminated by either party in accordance herewith during said period LICENSEE shall cure such breach or unless either party provides default. 7.4 Notwithstanding any contrary term or implication of this SUBLICENSE AGREEMENT, LICENSEE may terminate this entire SUBLICENSE AGREEMENT on sixty (60) days advance written notice of nonrenewal to the LICENSOR for any reason, whereupon LICENSEE will not be obligated to make any further payments to LICENSOR other party at least 30 days than those payments accruing prior to such termination. In no event shall LICENSEE be entitled to a refund for any payments made or accrued prior to the end date of the then-current Subscription Term. We may increase pricing applicable termination. 7.5 Notwithstanding any other provision of this LICENSE AGREEMENT to the renewal of any thencontrary, this LICENSE AGREEMENT may be terminated in countries other than the United States or the WESTERN EUROPEAN TERRITORY without cause, on a country-current Subscription Term by-country basis, by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form LICENSEE at any time without causeupon six (6) months prior written notice to LICENSOR. HoweverUpon such termination, we will not provide refunds if those rights granted to LICENSEE hereunder with respect to the Agreement or an Order Form countries for which this LICENSE AGREEMENT is terminated without causeshall revert to LICENSOR for the benefit of LICENSOR. Without limiting Further, in the event of any such termination, LICENSEE shall comply with the provisions of paragraph 7.7 hereof with respect to the LICENSED KNOW-HOW and regulatory approvals and filings as they relate to such terminated countries and in addition shall provide LICENSOR with access to any regulatory filings and approvals outside the terminated countries which are necessary or useful for LICENSOR, or its designee, to obtain health regulatory approval to market a LICENSED PRODUCT in the terminated countries. LICENSEE agrees to provide LICENSOR with any required authorization letters to effectuate such access. 7.6 Upon termination of this SUBLICENSE AGREEMENT for any reason, other remediesthen by expiry of the PATENT RIGHTS, all rights granted hereunder shall revert to LICENSOR for the benefit of LICENSOR. Upon termination, at LICENSOR's written request, LICENSEE agrees to assign any sublicense rights which it may havehave granted under the PATENT RIGHTS to LICENSOR, either party may terminate or to such legal entity specified by LICENSOR, and such sublicense shall survive termination of this Agreement or any Order Form immediately on notice if SUBLICENSE AGREEMENT, provided that the SUBLICENSEE continues to abide by the terms of the sublicense so assigned to LICENSOR. 7.7 Upon termination of this LICENSE AGREEMENT other than by expiration in accordance with Article 7.1, LICENSEE undertakes: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt deliver to LICENSOR all copies of notice of the breach; or any LICENSED KNOW-HOW in its possession; (ii) not to use the other party becomes insolvent. LICENSED KNOW-HOW as long as it has to be kept confidential under Article 5 hereof; (iii) to transfer to LICENSOR, at LICENSOR's request, copies of all KNOW-HOW developed by LICENSEE concerning LICENSED PRODUCT, and all health regulatory approvals and regulatory filings relating to LICENSED PRODUCTS; (iv) to the extent requested by LICENSOR, to transfer to LICENSOR or its designee responsibility for and control of ongoing LICENSED PRODUCTS development work, including contracts with Third Parties for such work, where permissible in accordance with such contracts and only where such contracts apply solely to development work for the LICENSED PRODUCTS, in an expeditious and orderly manner with the costs for such work to be assumed by LICENSOR or its designee as of the date of such transfer; (v) to the extent requested by LICENSOR, to transfer to LICENSOR or its designee all inventory of LICENSED PRODUCTS and materials and equipment for manufacture of LICENSED PRODUCTS at a mutually agreeable price not to exceed LICENSEE's fully amortized standard cost; and (vi) grant to LICENSOR an irrevocable, exclusive worldwide paid-up license under any patents or LICENSED KNOW-HOW owned or controlled by LICENSEE, with the right to grant sublicenses, to make, have made, use and sell LICENSED PRODUCTS. 7.8 LICENSEE's obligations to report to LICENSOR and to pay royalties to LICENSOR as to any LICENSED PRODUCT made or USED under a license or an immunity granted pursuant to this SUBLICENSE AGREEMENT prior to termination or expiration of this SUBLICENSE AGREEMENT shall survive such termination or expiration and any termination of this SUBLICENSE AGREEMENT shall be subject to this Article 7.8. 7.9 Upon any termination of this LICENSE AGREEMENT, Articles 5.1, 7.7, 7.10, 11 and 13 survive such termination and continue in force and effect to the extent necessary to effectuate such provisions. 7.10 Upon termination of a Subscriptionthis SUBLICENSE AGREEMENT other than by expiry of the PATENT RIGHTS, LICENSEE shall have no right under the following will apply: (a) All licenses grantedPATENT RIGHTS to make, have made, USE or SELL LICENSED PRODUCTS, except that LICENSEE shall have the right for fully-paid, perpetual licenses, will terminate ninety (90) days following termination to dispose of LICENSED PRODUCTS on hand and you must stop using, de-install and permanently delete all complete any existing contracts requiring rights under the PATENT RIGHTS which can be completed within the ninety (90) days. LICENSEE shall comply with the provisions of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.Article

Term Termination. Except as otherwise stated herein, (a) The term of this Agreement will remain in effect continue until terminated. The term for any Software starts on the Effective Date of the Order Form and continues Without limiting Devokr’s rights to terminate as indicated on the Order Form ("Term"). Except as otherwise specified set forth elsewhere in the applicable Order Formthis Agreement, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Devokr may terminate this Agreement immediately upon written notice to you for breach of Sections 3, 4, 8, 9, or 10. In the event of a material breach by either party of any Order Form at any time without cause. Howeverother provision of this Agreement, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either non-breaching party may terminate this Agreement upon 5 business days’ prior written notice without liability to the other party. Either party may terminate this Agreement for convenience at any time upon at least 10 business days’ prior written notice to the other party. (b) Upon termination of this Agreement, your right to use the Services will immediately cease, and Devokr may, without liability to you or any Order Form third party, immediately on notice if (i) the other party materially breaches the Agreement deactivate or an Order Form delete your user ID, password, and fails Devokr Account, and all associated materials, without any obligation to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventprovide any further access to any such materials. Upon termination of a Subscriptionthis Agreement, the following you will apply: be responsible for paying (a) All licenses grantedfees payable for the remainder of any ongoing Subscription Terms, except unless this Agreement was terminated by you for fully-paidDevokr’s uncured material breach or was terminated by Devokr for convenience, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates any other amount due under this Agreement through the effective date of termination, and upgrades cease; you authorize Devokr to charge your Payment Method immediately upon termination for the full amount payable hereunder. No refunds of fees paid under this Agreement will be provided. (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination Termination of this Agreement and/or an Order Formwill not relieve either party of any obligations or liabilities that have accrued prior to the termination date (including obligations to pay fees, taxes, interest, and collection costs) and is without prejudice to any other rights and remedies either party may have. In addition, each party’s obligations as provided in the following sections of this Agreement will survive termination: 1(c), 2, 3, 4(a), 4(c), 6-9, and 11-18).

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts on (“Term”) shall be from the Effective Date of this Agreement through December 31, 2024. The Parties may mutually elect to extend the Order Form Term for up to three (3) additional one (1) year terms based on student demand and continues as indicated on available funds for the Order Form ("Term")Program, and subject to the terms of the License. Except as otherwise specified in Notwithstanding the applicable Order Formforgoing, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and this Agreement shall automatically terminate upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration or earlier termination of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice License (which sets forth certain conditions regarding the remediation of nonrenewal to the other party Licensed Premises at least 30 days prior to the end of the then-current Subscription Term. We term of the License). A. In the event that the MATC Foundation is not able to provide the necessary funds to RACM or MATC to facilitate the Program on or before March 31, 2023, RACM may increase pricing applicable elect to terminate this Agreement upon five days’ prior notice to MATC and The MATC Foundation, and the renewal Parties shall have no further obligations with respect to this Agreement. B. If MATC or The MATC Foundation is in breach of any then-current Subscription Term by providing you with notice thereofthis Agreement, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you RACM may terminate this Agreement upon 45 days advance written notice (and an opportunity to cure any deficiency within such notice period) from RACM to MATC and the MATC Foundation. C. In the event that program enrollment, funding or other operational needs cannot support the continued operation of the Program, MATC and/or The MATC Foundation may terminate this agreement upon 45 days advance written notice to RACM. D. In the event that costs of the construction work exceed $234,000.00, based on bids received or change orders during the construction process, the Parties agree to work diligently and in good faith to modify the scope of the construction work through value engineering or other means of reducing costs. RACM shall obtain MATC and the MATC Foundation approval for construction costs, including but not limited to change orders that result in construction work that exceeds $234,000.00. If the Parties are unable to agree upon modified terms, any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on upon 5 days advance written notice if (i) to the other party materially breaches Parties and the Agreement or an Order Form and fails Parties shall have no further obligations with respect to cure the breach within thirty (30) days after receipt of notice this Agreement; provided, however that RACM shall be paid for construction work costs incurred as of the breach; date of termination, in an amount not to exceed $75,000.00. E. Notwithstanding anything to the contrary herein, this Agreement shall automatically terminate upon the expiration or (ii) the other party becomes insolvent. Upon earlier termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormLicense.

Term Termination. Except as otherwise stated herein, this (a) This Agreement will shall commence upon execution of the Member Agreement and remain in effect until terminated. The term for any Software starts on Customer’s subscription or access to the Effective Date of the Order Form and continues Service (as indicated on the Order Form ("Term"). Except as otherwise specified more fully described in the applicable Order FormMember Agreement) expires, subscription terms are or until this Agreement is otherwise terminated as provided for twelve in this Section 7 or the Member Agreement (12“Term”). (b) months from Either party may immediately terminate this Agreement in the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to event the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal commits a material breach of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end provision of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will which is not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach cured within thirty (30) days after receipt of written notice of from the non-breaching party. Such notice shall expressly state the reasons for the claimed breach in sufficient detail so as to provide the breaching party a meaningful opportunity to cure such alleged breach; or . (iic) the other party becomes insolvent. Upon termination of a Subscriptionthis Agreement in accordance with this Section, Customer’s Account and right to access and use the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, Service will terminate and you must stop usingimmediately. If this Agreement is terminated for any reason other than a termination expressly permitted by this Agreement, de-install and permanently delete Customer agrees that GoReact shall be entitled to all Fees due pursuant to this Agreement for the entire Term. However, if this Agreement is terminated as a result of a material breach on GoReact’s part, GoReact shall refund the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under unused portion of any unpaid invoices will become due and payable immediately; and prepaid subscription Fees pursuant to this Agreement. (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Following expiration or termination of this Agreement and/or an Order FormCustomer’s use of the Service, GoReact may immediately deactivate Accounts of Customer and its Users and, following a period of thirty (30) days, shall delete such Accounts, including all Submissions and Customer Data therein. During this 30-day period and upon reasonable written request, GoReact will grant Customer limited access to the Service for the sole purpose of retrieving Submissions and Customer Data. GoReact shall not be liable to Customer or any third party for any termination of access to the Service or deletion of Submissions or Customer Data. (e) GoReact reserves the right to suspend access to any Account and/or use of the Service in its reasonable discretion for any actual or suspected breach of this Agreement and/or any security, performance, or acceptable use-related issues in connection with the Account. Such suspension may apply to the entire Account and/or any sub-accounts. Customer agrees that GoReact shall not be liable for any results of suspension of the Service pursuant to this paragraph. GoReact will use commercially reasonable efforts to notify Customer of any material modifications or discontinuations of the Service. Any future release, modification, update, or other addition to the functionality of the Service shall be subject to this Agreement.

Term Termination. Except a) This Agreement is effective as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on of the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the until expiration of the previous Subscription Termall License terms, unless and until earlier terminated by either party as set forth in accordance herewith or unless either party provides written notice this Agreement. The “Effective Date” of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without causeis the date of purchase. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either Either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the any material breach of this Agreement within thirty (30) days after receipt of written notice. Additionally, you may choose to stop using the Software and terminate this Agreement at any time for any reason upon written notice of the breach; or to WAVES, but, unless you are exercising your right to terminate early pursuant to Section 15(a) (ii) the other party becomes insolvent. Upon Limited Warranty), upon any such termination of a Subscription, the following will apply: (a) All licenses grantedyou will not be entitled to a refund of any pre-paid fees and (b) if you have not already paid all applicable fees for the then-current License term or related Support Services, except for fully-paidany such fees that are outstanding will become immediately due and payable. b) Upon any expiration or termination of this Agreement, perpetual licensesyour License terminates (even Perpetual Licenses), will terminate and you must stop usingcease Using and delete (or at WAVES’ request, de-install return) all Software and permanently delete all of the applicable Software, whether modified or merged into any other materials and/or Applications; (b) all updates in your possession and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) certify accordingly upon WAVES’ request. If we are in breachWAVES terminates this Agreement for cause, you will receive a prorated refund for pay any unpaid fees covering the remainder of the then-current License term after the effective date of termination. In no event will termination relieve you of its obligation to pay any fees paid in advance. We may suspend your use of payable to WAVES for the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be prior to the extent reasonably necessary until effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the breach is cured. The parties' rights and obligations exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this section and sections entitled "Financial Terms"Agreement, "Ownership"by law, "Confidentiality"or otherwise. Any Agreement provision that, "Warranty; Disclaimer"to fulfill the purpose of such provision, "Limitation of Liability", and "General" needs to survive the termination or expiration of this Agreement and/or an Order FormAgreement, shall be deemed to survive for as long as necessary to fulfill such purpose.

Term Termination. Except as otherwise stated hereinIf the Software is available to you under a License Agreement, the term of this ▇▇▇▇ is co-terminus with the term of the Software license granted to Licensee under the License Agreement. When the term of the Software license under the License Agreement terminates or expires, this Agreement will remain ▇▇▇▇ terminates. Edifecs is not obligated to provide you any notice of such termination. In addition, your rights under this ▇▇▇▇ terminate immediately if you breach or are in effect until terminateddefault of any representation, warranty, agreement, or obligation contained or referred to in this ▇▇▇▇, effective upon the breach. The If there is no License Agreement, the term for any Software starts of this ▇▇▇▇ begins on the Effective Date of date that Licensee accepted Edifecs’ purchase quote for the Order Form Software and continues as indicated on the Order Form thereafter for an initial term of one ("Term")1) year. Except as otherwise specified in the applicable Order FormFollowing such initial term, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will this ▇▇▇▇ shall automatically renew for successive twelve one (121) month periodsyear terms, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by emailunless, at least thirty sixty (3060) days prior to the end renewal term for which you elect not to renew, Licensee provides Edifecs with written notice of non-renewal to: Edifecs, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Finance Department. Edifecs has no obligation to provide the license keys to the Software for such Termrenewal term unless Licensee has paid the applicable license fees. Unless otherwise indicated on an Order FormAll terms and conditions of this ▇▇▇▇ shall remain in effect during any renewal term, you except that Edifecs may terminate this Agreement or any Order Form increase the applicable license fees for a renewal term by providing at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if least sixty (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3060) days after receipt written notice prior to the effective date of notice of the breach; or (ii) the other party becomes insolventrenewal. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachtermination, you will receive a prorated refund for any fees paid in advance. We may suspend your immediately cease use and dispose of the Software Software, either by returning to Edifecs or by destroying the same and Premium Support as applicable without terminating certifying such destruction in writing. Termination is not an exclusive remedy and all other remedies will be available to Edifecs, whether or not termination occurs. All terms and conditions of this Agreement ▇▇▇▇ shall remain in effect during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formrenewal term.

Term Termination. Except as otherwise stated herein, this (a) This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall continue in effect unless terminated pursuant to the terms of this Agreement for as long as any Statement of Work remains in effect (the Order Form and continues as indicated on the Order Form ("“Term"”). Except as Unless otherwise specified in the applicable Order FormStatement of Work, subscription terms are for twelve the term of each Statement of Work will commence on the commencement date stated therein (12) months from the Effective Date ("Subscription Term"“Commencement Date”) and upon your payment continue for the duration of renewal fees will the initial term stated therein (the “Initial Term”), and shall automatically renew for successive twelve one (121) month periods, starting the day year terms (each a “Renewal Term”) following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or Initial Term unless either party provides written notice of nonrenewal to notifies the other party in writing of its decision not to renew the term of the applicable Statement of Work at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty sixty (3060) days prior to the end expiration of such Termthe term then in effect. Unless otherwise indicated on an Order FormIn the event of any termination of this Agreement, you may each Statement of Work shall automatically terminate this Agreement or without action by either party. (b) In the event of any Order Form at any time without cause. Howevermaterial breach by either party, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within by giving thirty (30) days after receipt of days’ prior written notice thereof to the breaching party, which notice shall specify the nature of the breach; or provided, however that such termination shall not take effect if the breaching party cures the breach within such notice period. (iic) (Reserved) (d) This Agreement may be terminated immediately upon written notice from the other party if the other party becomes insolvent, bankrupt, enters into an arrangement with its creditors, votes to appoint an administrator or trustee or becomes subject to the exercise of powers by a secured creditor (including having a receiver or manager appointed). (e) Advisor understands that its right to receive and use those portions of the Stratified Indices, weights of the holdings of the Stratified Indices and Underlying Data provided by Licensor pursuant to licenses granted by third- party licensors is subject to termination without liability on the part of Licensor in the event such third-party licenses are terminated. Licensor will make commercially reasonable efforts to remedy termination of any such licenses to avoid disruption of index use. Advisor agrees and acknowledges that, in the event the indices, or weights of the holdings, of the Stratified Indices or Underlying Data contain data from a third-party licensor and/or are made available on various Stock Exchanges, Commodity Exchanges, or other sources (collectively, the “Sources”), such third-party licensor(s) and/or Source(s) may require Advisor to enter into separate agreements directly with the applicable third party and/or impose additional fees on Advisor either directly or through Licensor. In the event Licensor receives notice from any Source and/or a third- party licensor during the Term that Advisor has failed to enter into a required agreement with such Source or such third-party licensor and/or has failed to pay any additional fees provided in the agreement with such Source or such third- party licensor, Licensor shall have the right to discontinue the maintenance, calculation and dissemination of each and every applicable Stratified Index upon written notice to Advisor. Upon termination any discontinuation by Licensor of one or more Stratified Indices or a Subscriptionportion thereof pursuant to this Section 5(e), the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will Licensor may terminate and you must stop using, de-install and permanently delete all that portion of the applicable SoftwareStatement of Work that relates to such discontinued material and, whether modified or merged into in such event, Licensor shall have no liability other materials and/or Applications; than to provide a pro rata refund to Advisor of any unearned fees that have been prepaid by Advisor. (bf) Upon any termination of this Agreement, Licensor shall immediately discontinue performing all updates Services under this Agreement. (g) Upon any termination of this Agreement, Advisor shall cease any and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachall uses nof the Marks, you will receive a prorated refund for any fees paid in advance. We may suspend your use Stratified Indices, weights of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use holdings of the Software Stratified Indices, and Premium Support. Suspension will only Underlying Data and shall delete, remove or otherwise purge the Marks, Stratified Indices, and weights of the holdings of the Stratified Indices and all Underlying Data, including any copies thereof (including from all of Advisor's electronic distribution systems) and, upon request, certify to Licensor in writing that it has done so; provided, however, that the foregoing shall not be construed to prohibit Advisor from retaining such information to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formrequired by applicable law.

Term Termination. Except (a) This Sublicense Agreement is effective as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on of the Effective Date and shall extend indefinitely, subject to expiration or termination as provided herein (“Term”); (b) This Sublicense Agreement shall automatically terminate upon the termination of the Order Form and continues as indicated on License Agreement; (c) This Sublicense Agreement may expire upon (i) the Order Form ("Term"). Except as otherwise specified expiration of all of Sublicensor’s Patent Rights in the Compound or in the Licensed Products or the invalidation of all of Sublicensor’s Patent Rights in the Compound or in the Licensed Products or (iii) when the methods associated with the Compound or the Licensed Products cease to be a trade secret under applicable Order FormLaw; (d) This Sublicense Agreement may be terminated upon mutual agreement of the Parties; (e) Either Party may, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periodswithout prejudice to any other remedies available to it under this Agreement or at law or in equity, starting the day following terminate this Sublicense Agreement prior to the expiration of the previous Subscription Term, unless and until terminated by either party Term in accordance herewith or unless either party provides written notice of nonrenewal to the event that the other party at least 30 days prior to Party materially breaches or defaults in the end of the then-current Subscription Term. We may increase pricing applicable to the renewal performance of any then-current Subscription Term by providing you with notice thereofof its obligations hereunder, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the such breach within (i) thirty (30) days after receipt notice is provided to the breaching Party, in the event the breach is a non-payment of notice of the breach; any amount due hereunder that is not being disputed in good faith or (ii) sixty (60) days after notice of such breach is provided to the breaching Party for other party becomes insolventcauses of breach; provided that the Parties agree to negotiate in good faith prior to such termination. Upon termination Termination will become effective at the end of a Subscriptionthe 30- or 60-day cure period unless the breaching Party cures such breach during such 30- or 60-day period, or if such breach is not susceptible to cure within such 30- or 60-day period, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate breaching Party has commenced and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive is diligently pursuing a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is curedcure. The parties' rights and obligations under right of either Sublicensor or Sublicensee to terminate this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of Sublicense Agreement as provided in this Agreement and/or an Order FormSECTION 8.1 will not be affected in any way by such Party’s waiver or failure to take action with respect to any previous breach or default.

Term Termination. Except as otherwise stated herein, this 12.1 This Agreement will remain in effect until terminatedcommence on the Commencement Date. The term Licence will continue for any Software starts the Initial Term and unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on the Order Form Initial Term for subsequent periods of one ("Term"). Except 1) year or as otherwise specified in the applicable Order Form, subscription terms are Invoice or other written notification we send to you (“Renewal Term”) provided that you have not breached this Agreement. You will pay any Charges due to us in respect of such Renewal Term in accordance with the Invoice or other written notification we send to you and sub-clause 12.3 below. The Services will continue for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting period set out in the day following the expiration of the previous Subscription Term, unless and Invoice or other written notification we send to you or until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you written notice. 12.2 We may terminate this Agreement (or at our discretion, the supply to you of any Software Licences, Support, or any Order Form at Services) (a) immediately if you fail to pay any time without cause. However, sum due to us under this Agreement and such sum remains unpaid for fourteen (14) days after notice has been given to you that such sum has not been paid or (b) on sixty (60) days prior written notice provided that we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it refund to you pro rata any monies paid by you in advance. 12.3 You may have, either party may only terminate this Agreement by giving not less than ninety (90) days’ prior written notice to take affect at the expiry of the Initial Period or any Order Form immediately Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such notice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4 Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other if (i) the other: 12.4.1 is in material breach of this Agreement and either that breach is incapable of remedy, or the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of this Agreement; 12.4.2 becomes the subject of a voluntary arrangement under section 1 of the breach; Insolvency ▇▇▇ ▇▇▇▇, or (ii) is unable to pay its debts within the other party becomes insolvent. Upon termination meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or notice has been received of a Subscriptionpending appointment of or the appointment of a receiver, the following will apply: (a) All licenses grantedmanager, except administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for fullyits winding-paidup, perpetual licensesor has a petition presented to any court for its winding-up or for an administration order, will terminate and you must stop using, de-install and permanently delete all or has ceased or threatened to cease to trade. 12.5 Termination of the applicable SoftwareLicence, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due however caused, shall not affect the rights of either party under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be which may have accrued up to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation date of Liability", and "General" survive the termination. 12.6 On termination of this Agreement and/or an Order Formhowever caused the Licence shall terminate and accordingly your right to use the Licenced Materials will automatically cease and at our option, you shall either return all copies of them or, delete, destroy or otherwise make permanently unusable the Licenced Materials and certify to us in writing that this has been done within fourteen (14) days of the date of termination. 12.7 On expiry of the Term of the Licence, or in the event that you choose not to pay for the Support or renew the Support, then your right to use the Software to create new data will cease. In such circumstances, depending on the Software licenced to you, on expiry of the Release Codes and any permitted grace period within which you may renew the Licence, your access to the Software may be denied or restricted and will convert to read-only permitting limited access to data or files created using the Software, prior to the expiry of the Licence Codes.

Term Termination. Except as otherwise stated herein, 4.1. This Agreement shall commence up on the Effective Date. The rights and obligations of this Agreement will shall remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form December 31, 2012 and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termshall terminate without further action by either Party, unless and until terminated by either party earlier in accordance herewith or unless either party provides written notice with the provisions of nonrenewal this Agreement and subject to the other party at least 30 days prior to the end survival of the then-current Subscription Termcertain provisions in accordance with Section 6.14. 4.2. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereofWMF may, including by email, at least after thirty (30) calendar days prior notice to the end Grantee of such Term. Unless otherwise indicated on an Order Formits intent to do so, you may terminate this Agreement in the event that a. Grantee has failed to make substantial progress in the completion of the Program Plan within the time periods set out in the Program Plan or any Order Form at any if no such time without cause. Howeverperiod is specified, we will in a reasonable amount of time; provided that WMF notified the Grantee in writing about such failure and the Grantee has not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach made substantial progress within thirty (30) days after receipt of the written notice from WMF, about which the Grantee has to notify WMF; b. the Grantee has failed to comply with the terms of this Agreement and has not remedied such failure within thirty (30) calendar days,provided that WMF notified the Grantee in writing about such failure and the Grantee has not substantially rectified such default within thirty (30) days after receipt of the written notice from WMF specifying the particulars of the default or c. such termination is required in order to comply with mandatory laws of the State of Florida. . In the event of termination under this Section, WMF may, in addition to any other legal remedies it may have, demand that the Grantee return any portions of the Grant, which are not expended until the termination becomes effective, to WMF, which the Grantee agrees it shall immediately return upon notice of such demand. 4.3. The Parties may elect to renew this Agreement for an additional one (1) year period if the breach; or (ii) Grantee submits a written request to do so no longer than August 31, 2012 and WMF accepts and approves such request with a written Approval Notice. The Grantee acknowledges and agrees that acceptance and approval by WMF is dependent on the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Grantee´s completion of the applicable Software, whether modified or merged into other materials and/or Applications; prerequisites of Section 3 of this Agreement for the additional one (b1) all updates year period. The Grantee further acknowledges and upgrades cease; agrees that the Amount of any approved grant for the additional one (c1) All amounts due year period may not be for the same amount granted under any unpaid invoices will become due this Agreement and payable immediately; and is dependent on the Program Plan submitted by the Grantee for the additional one (d1) If we are in breach, you will receive a prorated refund for any fees paid in advanceyear period. 4.4. We may suspend your use Any portion of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach Grant that is not used before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formshall be handled in one of the following ways: a. If the Grantee and WMF enter a new grant agreement, any unused portions of this Grant shall be applied to the new grant; b. If the Grantee and WMF do not enter into a new grant agreement, the Grantee may request a three (3) month extension for use of the Grant. Approval of such a request is at WMF’s sole discretion, whereas a denial has to be in writing and issued within fourteen (14) days after the respective request form the Grantee; or c. The unused portion of the Grant shall be returned to WMF in a reasonable and timely manner and per WMF’s instructions. In this event WMF shall be responsible for any costs (i.e. all applicable fees, duties, levies, charges and taxes of any kind) associated with the international wire transfer of the Grant.

Term Termination. Except as otherwise stated hereinIf the Service has been provided to Customer on a trial basis, on expiration of such trial period, if Customer has not executed an Order Form, this Agreement will remain in effect until terminatedautomatically terminate. The term for In any Software starts other event, this Agreement commences on the Effective Date signature date of the Order Form and continues as indicated on the Order Form ("Term"). Except as and, unless agreed otherwise specified in the applicable Order Form, shall continue in effect for the subscription terms are for twelve period outlined in the Order Form (12) months from the Effective Date ("Subscription “Initial Term") and upon your payment of renewal fees ”). After the Initial Term, the Agreement will automatically renew for successive twelve subscription periods as specified in the Order Form (12) month periodseach, starting the day following the expiration of the previous Subscription a “Renewal Term”), unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to terminates the Agreement by giving the other party at least a 30 days prior to written notice before the end expiry of the then-current Subscription applicable Initial Term or Renewal Term (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”). We may increase pricing applicable Subject to the renewal of any then-current Subscription Term by providing you with notice thereofSection 12.4, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either each party may terminate this Agreement or any Order Form immediately on by giving written notice if to the other party if: (i) the other party materially breaches the this Agreement or an Order Form and fails to cure the breach within thirty (30) 7 days after receipt of being given written notice of thereof (or if it is not reasonably possible to remedy the breach within 7 days, within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever steps are available to it to commence remedying the breach); or (ii) the other party becomes is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination If Customer fails to pay any fees due to Lusha by their due date (under Section 11); commits any act or omission which, in the opinion of Lusha, is or could be prejudicial to its interests or subject Lusha to liability; uses the Service in a Subscriptionmanner that poses a security risk to or may adversely affect the Service; or engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Lusha has the right, without prejudice to any other rights that it has in law, to: unilaterally suspend or discontinue the provision of the Service to Customer (“Suspension”) for 14 (fourteen) days (“Suspension period”) or such other reasonable time as agreed between the parties; If Customer remedies the cause of the Suspension during the Suspension Period, the following Suspension will apply: (a) All licenses grantedimmediately, except for fully-paidor as soon as practicably possible thereafter, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all be lifted. If Customer fails to remedy the cause of the applicable SoftwareSuspension within the Suspension Period, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advanceLusha reserves the right to terminate the Agreement with immediate effect. We may suspend your use claim specific performance of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and Customer’s obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "WarrantyAgreement; Disclaimer", "Limitation of Liability"or immediately terminate this Agreement, and "General" survive in all cases, be entitled to claim from Customer whatever direct damages or loss it has suffered, subject to the same limitations, mutatis mutandis, recorded in Section 10. On termination of this Agreement and/or an Order Formfor any reason, Customer will (i) immediately cease use of the Service; and (ii) all payments will be accelerated and become due and payable. On termination resulting from Customer's breach of the Agreement, Customer shall: (i) immediately provide Lusha a complete list of all third parties to which Customer disclosed the Data; and (ii) irrevocably delete, and cause any third party that the Customer has provided any Data to delete any and all Data, except for Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Service. On request, Customer will provide Lusha with a signed notice confirming that Customer complied with the provisions of this paragraph. Sections 3, 5, 6, 8, 9, 10, 12, 14, 15 and 16 shall survive any expiration or termination of this Agreement.

Term Termination. Except The Employment Agreement shall be for an initial term retroactive to September 9, 2025, until the end of his elected term as otherwise stated hereinManaging Director of Sono Group N.V., this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date which may be extended by mutual agreement of the Order Form Parties (such Initial Term and continues as indicated on all extensions thereafter, the Order Form ("Term"“Employment Period”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated Any termination by either party in accordance herewith (other than a termination by the Company for Cause (as defined below) or unless either party provides written termination as a result of ▇▇▇▇▇▇’▇ death or permanent disability) requires a 90-day notice period. For purposes of nonrenewal to clarity, ▇▇▇▇▇▇’▇ employment may be terminated by the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form Company at any time for Cause, effective immediately upon such notice being provided by the Company. If the Company terminates ▇▇▇▇▇▇’▇ employment without causeCause during the Initial Term, the Company shall provide severance payments to ▇▇▇▇▇▇ equivalent to the salary and 100% of the cash bonus that ▇▇▇▇▇▇ would have received for the remainder of the Initial Term, regardless a minimum of three (3) months of salary as severance, if termination without cause occurs after month nine (subject to execution and non-revocation of a separation agreement and release in form and substance acceptable to the Company and continued compliance with all post-termination obligations to the Company). HoweverIf the Company terminates ▇▇▇▇▇▇ without Cause during any extension period, we will then the Company agrees that it shall provide severance payments to ▇▇▇▇▇▇ that are equivalent to the salary that ▇▇▇▇▇▇ would have received for a period of three (3) months (subject to execution and non-revocation of a separation agreement and release in form and substance acceptable to the Company and continued compliance with all post-termination obligations to the Company). “Cause” shall be defined as termination for: (A) dishonesty (including but not provide refunds if limited to any acts of embezzlement or misappropriation of funds, regardless of whether the Agreement embezzlement or an Order Form is terminated without cause. Without limiting other remediesmisappropriation involves funds or assets of the Company Group or a third party), it may havefraud, either party may terminate this Agreement serious dereliction of fiduciary obligation, conviction of or plea of guilty or nolo contendere to a felony charge or any Order Form immediately on notice if criminal act involving moral turpitude. (iB) an intentional, unauthorized disclosure of confidential information belonging to the Company Group, or entrusted to the Company Group by a client, customer, or other party third party; (C) reporting to work or a work-related function under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of ▇▇▇▇▇▇’▇ duties under the Employment Agreement; (D) a material violation of any Company rule, regulation or policy; (E) any act materially breaches adverse to the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice interests of the breachCompany Group or reasonably likely to result in harm to the Company Group or to bring the Company Group into disrepute; or (iiF) a breach of any promise or obligation under the other party becomes insolvent. Upon termination of Employment Agreement, including, without limitation, a Subscription, refusal to substantially perform ▇▇▇▇▇▇’▇ duties under the following will apply: (a) All licenses grantedEmployment Agreement, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and in the event that ▇▇▇▇▇▇ becomes permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formdisabled.

Term Termination. Except The term of this Agreement with respect to the Licensed Software shall be the license term for such Licensed Software as set forth on the applicable Transaction Document (the “License Term”), including any Renewal Terms, or, if no term is specified on such Transaction Document, the term of this Agreement will be one (1) year. Unless otherwise stated hereinagreed in writing by the Parties, this Agreement will remain in effect until terminated. The term for any Software starts terminate immediately on the Effective Date expiration or termination of all of the Order Form License Terms under all Transaction Documents. Notwithstanding Section 7.1 above, either Party may terminate this Agreement and continues as indicated on the Order Form ("Term"). Except as otherwise specified any Transaction Documents in the applicable Order Formevent that the other Party breaches the terms, subscription terms are for twelve conditions, and/or obligations under the Agreement and/or a Transaction Document. Intent to terminate will be made by a written notice setting forth the details of the breach. Termination will become effective thirty (1230) months days from the Effective Date ("Subscription Term") and upon your payment date that the notification of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termintent to terminate was given, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days breaching Party has corrected the breach prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least that thirty (30) days prior day period. Perforce will have the right to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form effective immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will applyif: (a) All licenses grantedLicensee fails to meet its payment obligations under Section 3 of this Agreement, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all unless Licensee has corrected such material breach within ten (10) days of the applicable Software, whether modified or merged into other materials and/or ApplicationsLicensee’s receipt of written notice of such breach from Perforce; (b) Licensee’s violation of the restrictions set forth in Section 2 of this Agreement; or (c) Licensee made an assignment of this Agreement in violation of Section 9.1 of this Agreement. Either Party will have the right to terminate this Agreement and all updates and upgrades ceaseTransaction Documents effective immediately if: (a) a petition of bankruptcy is granted against the other Party; (b) the other Party makes an assignment for the benefit of creditors; (c) All amounts due under any unpaid invoices will become due and payable immediatelythe other Party admits to being unable to meet its obligations as they come due; and or (d) a petition of bankruptcy is filed by or against the other Party and if such petition is not dismissed by the bankruptcy court within sixty (60) days after its filing. A Party’s intent to terminate this Agreement and all Transaction Documents under this Section 7.4 will be made by a written notice to the other Party. If we are the Agreement and/or any Transaction Document is terminated prior to its natural expiration, then all licenses granted by Perforce shall immediately terminate as of the Agreement termination date, unless otherwise agreed by the Parties in breachwriting, you and except as provided in Section 7.2 above. Licensee will receive a prorated refund for any fees paid in advance. We may suspend your immediately (a) discontinue all use of the Licensed Software and Premium Support as applicable Documentation, (b) destroy the original and all copies of the Licensed Software and the Documentation in its possession or control, and (c) provide written confirmation to Perforce of its compliance with the foregoing requirements. Licensee agrees to certify, in writing, compliance with the foregoing undertakings upon Perforce’s request. Termination shall be without terminating prejudice to the rights and remedies of either Party that may have accrued prior to such termination. For the avoidance of doubt, and except in the case of breach of this Agreement during and/or a Transaction Document by Perforce, Licensee shall not be entitled to a refund of any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use prepaid fees upon termination of the Software Agreement and/or any Transaction Document, and Premium Support. Suspension Perforce will only be not release Licensee from its obligations to the extent reasonably necessary until the breach is cured. The parties' rights pay Perforce all fees that are due and obligations owing under this section Agreement and sections entitled "Financial Terms"any Transaction Document prior to its termination. Any provision of this Agreement that expressly, "Ownership"by implication or necessity, "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive contemplates performance or observance subsequent to the termination of this Agreement and/or an Order Form.will survive termination or expiration of the Agreement and will continue in full force and effect, including any outstanding payment obligations. Notwithstanding the foregoing, all licenses granted hereunder shall terminate pursuant to Section 7.5 above. 8 CONFIDENTIALITY‌

Term Termination. Except This Exhibit A for Hardware Maintenance and Software License, Maintenance and Support Services shall be in effect for the coverage period as otherwise stated hereindescribed in Schedule A1 (the “Term”). Upon expiration of the Term, this Agreement will remain may be renewed by the parties upon terms and conditions as may be mutually agreed upon in effect until terminatedwriting by the parties. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until This Agreement may be terminated by either party in accordance herewith or unless either party provides written notice the first to occur of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ia) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Exhibit A, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (d), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the Hardware Maintenance Services contemplated hereunder, (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date on which the Equipment or firmware installed thereon is no longer certified by federal and/or state authorities for use in Customer’s jurisdiction, or (d) If we are in breach, you will receive the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund of any fees already paid to ES&S in the event that this is Exhibit A is terminated pursuant to subsection 1(b) or 1(c) above. In addition, in the event this Exhibit A is terminated as a result of an uncured breach by ES&S and Customer has prepaid for any services hereunder which have not been performed by ES&S, specifically the Routine Maintenance Services set forth below, Customer shall be entitled to a prorated refund of any fees already paid in advanceto ES&S for services not yet performed. We may suspend your use of In the Software and Premium Support as applicable without event ES&S has performed the Routine Maintenance Services prior to the Customer terminating this Agreement during Exhibit A as a result of an uncured breach by ES&S, Customer shall not be entitled to a prorated refund of any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formfees already paid.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, (except for fully-paid, perpetual licenses, ) granted will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except as otherwise stated herein, (a) The term of Your employment under this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall end on February 6, 2020; provided that unless terminated pursuant to the terms and conditions of the Order Form this Agreement, this Agreement and continues as indicated Your employment hereunder shall be automatically renewed on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are and conditions set forth herein for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive additional twelve (12) month periodsperiods (the “Employment Period”). Notwithstanding the foregoing, starting (i) the day following Employment Period shall terminate immediately upon Your resignation (with or without a Change in Circumstance), death or Total Disability, and (ii) the expiration Employment Period may be terminated by the Company at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the previous Subscription TermEmployment Period shall be effective as specified in a written notice from the Company to You. Solely for purposes of determining Your right to compensation under Section 4(b) below (to the extent such compensation is subject to Code Section 409A), You will not be considered to have terminated Your employment, and the Employment Period will not be deemed to have terminated, unless and until You have a “separation from service” within the meaning of Code Section 409A (as defined below). (b) If (x) the Employment Period is terminated by either party the Company without Cause (excluding, for clarity, a termination by reason of Your death or Total Disability) or by You as a result of a Change in accordance herewith Circumstance or unless either party provides written notice of nonrenewal to the other party at least 30 days (y) prior to the end of the then-current Subscription Term. We may increase pricing applicable Employment Period, the Company does not offer in writing to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to continue Your employment following the end of such Term. Unless otherwise indicated on an Order Form, you may terminate the Employment Period upon substantially the same terms as provided in this Agreement (or as otherwise mutually agreed between You and the Company), and You elect to resign from the Company effective as of the end of the Employment Period, You shall be entitled to receive Your Base Salary earned through the date of termination or resignation, plus any Order Form at accrued but unpaid Bonus Payments and payment for any time without causeunused vacation time, and You shall be entitled to any other salary, compensation or benefits from the Company or its Affiliates as otherwise specifically earned and/or vested as provided for under the Company’s employee benefit plans, and the Company shall pay You for any reimbursable expenses owed to You through the effective date of the termination or Your employment. HoweverIn addition: (1) You shall be paid severance pay equal to the sum of twelve (12) months of Base Salary, we will not provide refunds such severance pay to be paid via payroll continuation over the period of twelve (12) months following the effective date of the termination of Your employment (the “Severance Period”), with the payments being made on a bi-weekly basis and commencing as provided in Section 4(b)(3), and you shall be entitled to payment or reimbursement of all premiums for medical benefits elected by You pursuant to the continuation of medical coverage under Section 4980B of the Code during the Severance Period (collectively, the "Severance Payments"); and (2) You shall be entitled to the foregoing Severance Payments if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice and only if (i) You have executed and delivered to the other party materially breaches the Agreement or an Order Form Company a General Release similar in form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or substance as set forth in Exhibit A attached hereto and (ii) the other party becomes insolvent. Upon General Release has become effective, in each case within 60 days of Your termination of employment, and only for so long as You have not revoked or breached the provisions of the General Release or materially breached the provisions of Sections 5, 6, 7, 8 or 9 hereof. You shall not be entitled any other salary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for in the Company’s employee benefit plans and in this Agreement. (3) To the extent that Severance Payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by You of a Subscriptionrelease of claims, You shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Your termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following will shall apply: : (ai) All licenses grantedTo the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, except then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for fully-paidpurposes of Code Section 409A, perpetual licensesthen such payments or benefits shall be made or commence upon the sixtieth (60) day following Your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Your termination of employment, will terminate and you must stop using, de-install and permanently delete all any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of the applicable Software, whether modified or merged into other materials and/or Applications; employment. (b) all updates In the event that (i) Your employment is terminated by the Company for Cause, (ii) You resign without a Change in Circumstance or (iii) Your employment is terminated by reason of Your death or Total Disability, You shall only be entitled to receive Your Base Salary earned through the date of termination or resignation and upgrades cease; any accrued but unpaid Bonus Payments as of the date of termination and payment for any unused vacation time, and You shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as otherwise specifically earned and/or vested as provided for under the Company’s employee benefit plans, and the Company shall pay You for any reimbursable expenses owed to You through the effective date of the termination or Your employment. (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use The effective date of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormYour employment with the Company is referred to hereinbelow as the “Employment Termination Date”.

Term Termination. Except as otherwise stated hereinThis Exhibit A for ES&S Hardware Maintenance and Software License, this Agreement will remain Maintenance and Support Services shall be in effect until terminated. The term for any Software starts on the Effective Date of coverage period as described in Schedule A1 (the Order Form and continues as indicated on the Order Form ("“Initial Post-Warranty Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Post-Warranty Term, unless and this Exhibit A shall automatically renew for an unlimited number of successive Two-Year Periods (each a “Renewal Period”) until this Exhibit A is terminated by the first to occur of (a) either party in accordance herewith or unless either party provides party’s written notice of nonrenewal election not to renew, which shall be delivered to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement the Initial Post-Warranty Term or any Order Form at any time without cause. HoweverRenewal Period, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesas applicable, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ib) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Exhibit A, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (e), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the ES&S Hardware or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCustomer’s jurisdiction, you will receive or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund for of any fees already paid to ES&S in advance. We may suspend your use of the Software and Premium Support as applicable without terminating event that this Agreement during any period of material breach. We will give you reasonable notice and a chance is Exhibit A is terminated pursuant to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsubsection 1(c) or 1(d) above.

Term Termination. Except as otherwise stated herein, 5.1 The term of this Agreement will remain in effect until terminatedshall be to and including December 31, 1999, which shall be the INITIAL TERM of the Agreement. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will Agreement shall automatically renew for successive twelve two (122) month periods, starting year terms on the day following the expiration of the previous Subscription Termsame terms and conditions, unless and until terminated by either party in accordance herewith or unless either party provides their sole discretion gives one hundred and twenty (120) days prior written notice of nonrenewal to the other of its desire not to renew. ORPHAN may terminate this Agreement for any reason within its sole discretion upon six (6) months prior notice of DISTRIBUTOR. In such event, the parties will discuss any further actions needed to minimize further costs and work by DISTRIBUTOR. 5.2 Either party at least 30 days prior may terminate this Agreement in the event of a material breach by the other party of any of the terms of this Agreement. In the event of such breach, the affected party shall give notice to the end other of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty breach no later than sixty (3060) days prior to the end date of such Term. Unless otherwise indicated on an Order Formtermination, you may terminate this Agreement or any Order Form at any time without cause. However, we will not and provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches with the Agreement or an Order Form and fails --------------------- *** DENOTES CONFIDENTIAL INFORMATION THAT HAS BEEN OMITTED FROM THE EXHIBIT AND FILED SEPARATELY, ACCOMPANIED BY A CONFIDENTIAL TREATMENT REQUEST, WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. opportunity to cure its breach. Termination will occur only in the event the breaching party has not cured its breach within thirty such sixty (3060) days after receipt day period. 5.3 In the event of notice any termination or expiration of this Agreement as provided herein: 5.3.a. DISTRIBUTOR shall return to ORPHAN or its designee, at ORPHAN's cost and expense, all of Distributor stock of the breach; or (ii) the other party becomes insolvent. Upon termination of a SubscriptionPRODUCTS, the following will apply: (a) All licenses grantedincluding samples, except for fully-paidheld on consignment by DISTRIBUTOR, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all which DISTRIBUTOR has not sold to its customers as of the applicable Software, whether modified date of such termination; and 5.3.b. Such termination or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of expiration shall terminate only the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations of the parties with respect to the sale and purchase of PRODUCTS hereunder and shall not affect, or release either party from, any rights, liabilities or obligations that may have accrued, or been based upon facts or circumstances arising, under this section and sections entitled "Financial Terms"the laws or the terms of the Agreement prior to the date of such termination or expiration, "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive including without limitation the termination of this Agreement and/or an Order Formindemnification provisions contained herein.

Term Termination. Except Unless a later date is specified in your order confirmation, your FCP Subscription is effective as otherwise stated herein, this Agreement will remain in effect until terminated. The term of the day that you are first provided with the registration keys or certificates for any Software starts on or that you are provided access to any F5 Services (“Subscription Start Date”) and will expire at the Effective Date end of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("your Subscription Term", if not terminated earlier in accordance with this section. If, at the end of your Subscription Term, you have not entered into a new subscription, we may, in our sole discretion, extend the Subscription Term for up to 30 days (“Grace Period”) and upon as necessary to allow you to enter into a new subscription. If you enter into a new subscription, the Subscription Start Date for your payment of renewal fees new subscription Term will renew for successive twelve (12) month periods, starting be the day following the expiration final day of the previous your Subscription Term, unless and until terminated . If you do not enter into a new subscription by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order FormGrace Period, you will submit payment to your Reseller for usage during the Grace Period based on the pro-rated amount of the Annual Software Commitment and, if applicable, Annual Services Commitment for the final Annual Term plus the Annual Software Growth and, if applicable, Annual Services Growth for such Annual Term, and the Subscription will terminate in accordance with this Section 6. A party may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds FCP Subscription for cause if the Agreement or an Order Form other party is terminated without causein material breach and fails to cure such breach within 30 days after receipt of written notice thereof. Without limiting other remedies, it may haveIn addition, either party may terminate this Agreement or any Order Form immediately on a Subscription Term upon notice if (i) the other party materially breaches voluntarily files for bankruptcy, is the Agreement subject of involuntary bankruptcy proceedings that are not dismissed within 60 days, ceases to do business, or an Order Form and fails otherwise terminates its business operations. Because we utilize your actual usage, as reported by you, to cure determine your Annual Software Commitment, your failure to comply with these terms, including the breach within thirty (30) days after receipt submission of notice Usage Reports, is a material breach. Unless you enter into a new subscription, upon expiration or termination of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breachSubscription Term, you will receive promptly destroy all Software (including all Software Instances), license keys, documentation and any other F5 materials in your possession or control and, upon our request, provide us with a prorated refund for any fees paid written statement from an individual in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance organization who is authorized to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formcertify such destruction.

Term Termination. Except as otherwise stated herein, this A. This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date date hereof and shall continue in full force and effect for a period of the Order Form and continues as indicated three (3) years. It shall automatically renew thereafter on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, a year-to-year basis unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party upon at least 30 sixty (60) days notice prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement initial or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. renewal term. B. Without limiting other remedies, it any of the remedies which the non-breaching party may have, this Agreement and/or any Orders outstanding hereunder may be terminated by either party may terminate for substantial breach of any material provision of this Agreement or any Order Form immediately on by the other party, provided that written notice if (i) has been given to the other party materially breaches of the Agreement or an Order Form alleged breach and fails to cure the other party has not cured the breach within thirty (30) days after receipt delivery of notice of such notice, or has not in good faith made substantial effort and progress in curing the breach; or (ii) breach during such period while notifying the other party becomes insolvent. Upon termination within the thirty (30) day period of a Subscriptionthe fact that the breach will not be cured, the following will apply: (a) All licenses grantedsteps taken and the estimated cure date for the breach. If, except even with good faith efforts, the breach continues for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure sixty (60) days after notice, the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of other party may terminate this Agreement and/or any Orders outstanding hereunder upon five (5) days notice. C. This Agreement and any Orders outstanding hereunder shall be terminated automatically and without notice, if either party ceases to function as a going concern, becomes insolvent, makes an Order Formassignment for the benefit of creditors, files a petition in bankruptcy, has a petition filed against it and such petition continues for more than sixty (60) days without dismissal, or admits in writing its inability to pay its debts as they mature or if a receiver is appointed for a substantial part of its assets. D. This Agreement and/or any Orders outstanding hereunder may be terminated by SSUI on notice to Buyer if Buyer no longer engages in the plotter business substantially as engaged in by Buyer as of the date hereof, if Buyer sells or otherwise transfers all or substantially all of its plotter business and assets or if, whether by merger, sale of stock or otherwise, Lockheed Corporation no longer owns, directly or indirectly, 50% or more of the capital stock of Buyer. Buyer shall give SSUI advance notice prior to the occurrence of any of such proposed events and SSUI's right to terminate under this subparagraph D may be exercised by SSUI no later than sixty (60) days thereafter. E. Termination shall not relieve either party of obligations incurred prior thereto (including Buyer's obligation to pay the purchase price of Equipment theretofore shipped to Buyer), or for any obligation which by its terms is to take effect upon termination. F. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR THE OTHER PARTY'S LOST PROFITS RESULTING IN ANY WAY FROM THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED FOR IN RESPECT OF EACH PARTY'S INDEMNIFICATION OF THE OTHER UNDER THIS AGREEMENT.

Term Termination. Except Your employment is on a temporary and interim basis pending the Company hiring a permanent President and Chief Executive Officer; upon such hiring, your employment will end automatically without further notice to you and without any termination pay or severance pay or similar payments or benefits (except as otherwise stated hereinmay require by the ESA as set out in the following paragraph). At any time and for any reason, the Company may terminate your employment. On any termination for just cause, no notice of termination, termination pay or severance pay or similar payments or benefits will be provided. Otherwise, the Company’s sole obligation in such circumstances will be to provide you with the minimums mandated by the Employment Standards Act, 2000 (Ontario) or such other employment/labour standards governing your employment with the Company (the “ESA”) including all requirements set out in the ESA with respect to notice of termination or termination pay in lieu of notice of termination, severance pay (if applicable) and continuation of benefits (if any); for certainty, the foregoing is deemed to satisfy all of the Company’s obligations in connection with the termination of your employment, whether statutory, contractual or at common law. You agree to provide four weeks’ advance written notice of your intention to resign your employment. The Company may waive the notice, in whole or in part, subject to the Company’s obligation to pay you your base salary until the effective date of resignation. Upon any cessation of your employment with the Company (howsoever caused), you will be paid all compensation earned by you up to the date that you cease employment or as may be required by the ESA; no additional payments or benefits following the date of the cessation of your employment will be provided to you other than as specifically set out in this Agreement. The provisions of the ESA shall be deemed to be incorporated into this Agreement; as legislation is changed, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues shall be deemed amended so as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you comply with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be legislation to the extent reasonably necessary until greater wages or benefits are provided therein. For greater certainty, in no circumstances shall you be provided any less than the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation minimum requirements of Liability", and "General" survive the termination of this Agreement and/or an Order FormESA.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. 8.1 The term for any Software starts of the Joint Venture (“Joint Venture Term”) shall be five (5) years, beginning on the Effective Date date hereof and continuing until the 10th day of April, 2027, unless earlier terminated as specifically provided in this Joint Venture Agreement. 8.2 At least two (2) years before the Joint Venture Term expires, the Parties shall discuss the extension of the Order Form Joint Venture Term. If the Parties agree to extend the Joint Venture Term, the extension of the term shall be registered with the Filing Authority if applicable. 8.3 The Joint Venture shall be dissolved and continues as indicated on this Joint Venture Agreement shall be terminated if any of the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12following events occurs: 1) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Joint Venture Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice 2) inability to continue operations of nonrenewal the Joint Venture due to the failure of one of the Parties to fulfill its obligations stipulated in this Joint Venture Agreement and the Articles of Association (and if as a result one Party is in breach of Article 11, the other party at least 30 days Party shall have the right to ▇▇▇ for damages regardless of whether this Joint Venture Agreement is terminated or not). 3) the Joint Venture is unable to continue operations due to the occurrence of an event of Force Majeure, as provided in Article 20 of the Agreement; 4) the Joint Venture is unable to achieve or maintain its business objectives, and has no future development prospects; 5) the Parties unanimously agree to an early dissolution of the Joint Venture; 6) an effective judicial order of dissolution issued by relevant judicial organs; 7) the Joint Venture is sold to a third party; 8.4 The Joint Venture must be terminated prior to dissolution, sale, or completion in the end of the then-current Subscription Term. We may increase pricing applicable to the renewal following circumstances: (1) If either Party is in material breach of any then-current Subscription Term by providing you with notice thereofterm of this Joint Venture Agreement that cannot be cured within fourteen (14) days, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and that Party fails to cure the breach within thirty fourteen (3014) days after receipt of notice a written request, the non-breaching party may terminate this Joint Venture Agreement in writing and force the sale or dissolution of the breach; Joint Venture and its assets; (2) If either Party is unable to perform its duties under this Joint Venture Agreement, including payment obligations or (ii) the performance obligations, any other party becomes insolvent. Upon termination of a Subscription, may terminate this Joint Venture Agreement in writing and force the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all sale or dissolution of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates Joint Venture and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive its assets. 8.5 Upon the termination of this Agreement and/or an Order Formthe Joint Venture, the Joint Venture and any remaining assets will be liquidated and the Parties will distribute the proceeds of such liquidation in proportion to their respective capital contributions.

Term Termination. Except 12.1 This Supply Agreement will have a term (the “Initial Term”) which will run from the Effective Date through December 31, 2012, subject to extension as otherwise stated hereinprovided in Section 12.2. 12.2 Either Cerus or Porex may renew this Agreement for three years at the end of the Initial Term by giving the other party, Porex or Cerus as applicable, at least 24 months’ and not more than 30 months’ prior notice of its desire to renew this Agreement. Within 60 days of such notice by Cerus or Porex, Cerus and Porex will discuss the pricing terms for such renewal. If Cerus and Porex agree on new pricing and other terms within such period, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periodsa period of three years upon such agreed to pricing and other terms. If Cerus and Porex are unable to agree within such 60 days, starting the day following then this Agreement will terminate at the expiration of the previous Subscription Term, unless Initial Term as set forth above. 12.3 If a Party materially breaches this Supply Agreement and until terminated by either party in accordance herewith or unless either party provides such breach remains uncured for a period of ninety (90) days after written notice containing details of nonrenewal the breach is delivered to the other party at least 30 days prior breaching Party, then the non-breaching Party may terminate this Supply Agreement as to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term breaching Party by providing you with further notice thereof, including by email, at least delivered no later than thirty (30) days prior to after the end expiration of such Term. Unless otherwise indicated on an Order Form, you the initial ninety (90) day cure period. 12.4 Each Party may terminate this Supply Agreement or any Order Form at any time without cause. However, we will not provide refunds if effective immediately with written notice in the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) event the other party materially breaches Party (“Insolvent Party”) files for bankruptcy, is adjudicated bankrupt, takes advantage of applicable insolvency laws, makes an assignment for the Agreement benefit of creditors, is dissolved or an Order Form and fails to cure has a receiver appointed for its property (which in the breach case of a receiver is not removed within thirty (30) days after receipt notice to the Insolvent Party). Such termination is only effective as to the Insolvent Party. 12.5 The provisions of notice Sections 2.3, 2.4, 4, 5 and 7 through 11 of this Supply Agreement shall survive termination of the breach; or (ii) the other party becomes insolventSupply Agreement and remain in effect in accordance with their terms. Upon termination of a SubscriptionCERUS –POREX AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the following will apply: (a) All licenses grantedMARKED BY BRACKETS, except for fully-paidHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormAS AMENDED.

Term Termination. Except as otherwise stated hereinThis Agreement will continue in effect indefinitely, subject to the right of either Party to terminate this Agreement as provided below. With respect to term licenses, the applicable license of the Licensed Materials will remain in effect until terminated. The term for any Software starts commence on the applicable Effective Date and will continue for the subscription term specified in such Order Form. With respect to perpetual licenses, the applicable license of the Order Form and continues as indicated Licensed Materials will commence on the Order Form ("Term")applicable Effective Date. Except as You agree that unless otherwise specified in the applicable an Order Form, subscription terms are the subscription(s) for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees term-based Licensed Materials covered by such Order Form automatically will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party periods at least 30 days prior to the end of the theninitial subscription term (and the end of each subsequent renewal term) unless either Party gives the other Party written notice of non-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Termthe relevant subscription term. Unless Except as otherwise indicated on specified in an Order FormForm or mutually agreed upon written amendment thereto, you the fees payable by You during a subsequent renewal term of a term-based license will be based upon the then current published list price. Either Party may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form other does not comply with any of its material terms, if the Party who is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on not complying is given written notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within not less than thirty (30) days after receipt of notice of to comply. Notwithstanding the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscriptionforegoing, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an and all then outstanding Order FormForms will not relieve You of Your obligations to pay all then-unpaid fees (including, without limitation, fees for the full remaining current term of any subscriptions) under any Order Forms so terminated (or any prior Order Forms for which payment of all fees due from You to TQ has not been made), including for any periods prior to the effective date of termination. Upon termination or expiration of this Agreement for any reason whatsoever, (a) all licenses granted hereunder shall terminate immediately, and (b) You shall (i) cease using, and shall cause all of Your users to cease using TQ Products and TQ Software, and (ii) shall (if applicable), at Your own cost, return or destroy (at TQ's sole option) any TQ Products or TQ Software in Your possession or control; provided, however, that You will be entitled to retain at Your sole cost any reports generated prior to the termination or expiration of this Agreement.

Term Termination. Except as otherwise stated herein, (a) The term of Your employment under this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date and shall end on March 1, 2014 (the “Employment Period”); provided that (i) the Employment Period shall terminate immediately upon Your resignation (with or without a Change in Circumstance), death or Total Disability, (ii) at Your election, the Employment Period shall terminate upon the consummation of a Change in Control, and (iii) the Order Form and continues as indicated on Employment Period may be terminated by the Order Form ("Term")Company at any time prior to March 1, 2014 for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period shall be effective as specified in a written notice from the Company to You. Solely for purposes of determining Your right to compensation under Section 4(b) below, You will not be considered to have terminated Your employment, and the Employment Period will not be deemed to have terminated, unless you have a “separation from service” within the meaning of Code Section 409A. (b) If the Employment Period is terminated by the Company prior to March 1, 2014, other than as a result of (i) a termination by the Company for Cause, (ii) Your resignation without a Change in Circumstance, (iii) Your Death or (iv) your Total Disability: (1) You shall continue to be paid the Base Salary for a period of six (6) months following the effective date of the termination of Your employment (the “Severance Period”), with the payments being made on a semi-monthly basis on the first and fifteenth day of each month and commencing as provided in Section 4(b)(5); (2) You shall receive a pro-rata percentage (based on the actual number of days worked during the applicable Order Formperiod) of all Bonus Payments which You would have otherwise received but for the termination of the Employment Period at the time You otherwise would have received such Bonus Payments but for Your termination; and (3) the health, subscription terms are for twelve medical, life, and group life insurance coverage afforded to You (12and Your eligible family members and dependents) months from by the Effective Date ("Subscription Term"Company or reimbursed by the Company, as set forth in Section 3(c) and upon your (f), shall be continued for the Severance Period; provided, however, that to the extent any such benefits or payments are not exempt from Code Section 409A or the Company is not able to provide such benefits or payments in a manner to comply with Code Section 409A, the Company will make a lump sum payment to You to cover the cost of renewal fees will renew for successive twelve (12) month periods, starting these remaining benefits and payments over the Severance Period no later than the 15th day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to third month following the end of the then-current Subscription Term. We may increase pricing applicable calendar year during which Your employment terminates. (4) You shall be entitled to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds foregoing severance payments and benefits if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice and only if (i) You have executed and delivered to the other party materially breaches Company the Agreement or an Order Form General Release in form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or substance as set forth in Exhibit A attached hereto and (ii) the General Release has become effective, and only for so long as You have not revoked or breached the provisions of the General Release or breached the provisions of Sections 5, 6, 7, 8 or 9 hereof. You shall not be entitled any other party becomes insolventsalary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for in the Company’s employee benefit plans. (5) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by You of a release of claims, You shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Your termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: a) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. b) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Your termination of employment. c) The Company may provide, in its sole discretion, that You may continue to participate in any benefits delayed pursuant to this Section during the period of such delay, provided that You shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse You the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to You, in each case had such benefits commenced immediately upon Your termination of a Subscription, employment. Any remaining benefits shall be reimbursed or provided by the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate Company in accordance with the schedule and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; procedures specified herein. (c) All amounts due In the event that (i) Your employment is terminated by the Company for Cause, (ii) You resign without a Change in Circumstance or (iii) Your employment is terminated by reason of Your death or Total Disability, You shall only be entitled to receive Your Base Salary earned through the date of termination or resignation and You shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as otherwise specifically provided for under the Company’s employee benefit plans and the Company shall pay You for any unpaid invoices will become due and payable immediately; and reimbursable expenses owed to you through the effective date of the termination or Your employment. (d) If we are in breachIn the event that Your employment is terminated due to Your death, you the Company will receive provide Your eligible family members and dependents with medical insurance coverage under the Company’s then current benefit plans for a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We three (3) months following your death. (e) The Company will give you reasonable notice and continue to maintain the insurance coverage described in Section 3(e) for a chance to cure the breach before suspending your use period of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive thirty-six (36) months after the termination of Your employment, regardless of the reason therefor. (f) If required by Code Section 409A due to You being a “specified employee” as defined in Code Section 409A, any amounts payable to You during the first six months and one day following the date of termination pursuant to Section 4(b) shall be deferred until the date which is six months and one day following such termination (and the first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement and/or an Order Formhad such payments commenced immediately upon Your termination of employment, and any payments thereafter shall continue as provided herein).

Term Termination. Except as otherwise stated herein, The initial term of this Agreement will remain in effect until terminated. The term for any Software starts shall be a period commencing on the Effective Date of the Order Form and continues ending one (1) year after such effective date, unless sooner terminated as indicated on the Order Form ("Term")provided in this Section 9. Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following Upon the expiration of the previous Subscription Termsuch initial term or of any renewal term thereof, this Agreement shall be automatically renewed for successive one (1)-year renewal terms, unless sooner terminated as provided in this Section 9. The initial term and until any renewal term(s) are hereinafter referred to collectively as the “Term”. This Agreement may be terminated (a) immediately by Duett if Licensee fails to timely pay any amounts owed to Duett, (b) by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds for cause if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the this Agreement, and, where reasonably capable of remedy, such breach has not been materially cured within thirty (30) days after of the breaching party’s receipt of written notice describing the breach in reasonable detail. In the event Duett terminates this Agreement pursuant to Section 7(a) or 7(b), all fees that would have become payable had this Agreement remained in effect until expiration of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices Term will become immediately due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"payable, and "General" survive the Licensee shall pay such fees, together with all previously-accrued but not yet paid fees and reimbursable expenses on receipt of Duett’s invoice therefor. Immediately following termination of this Agreement and/or Agreement, Licensee (including without limitation any and all of its Authorized Users) shall cease using all Platform and Service and Licensee shall have thirty (30) calendar days to access its account and download/export Licensee Data. Upon expiration of such thirty (30) calendar day period, Duett shall convert Licensee’s account to an Order Forminactive status. Duett may, but shall not be obligated to, delete all Licensee Data after Licensee’s account converts to inactive status.

Term Termination. Except as otherwise stated herein, this 12.1. This Agreement will remain in effect until terminatedcommence on the Installation Date. The term Licence will continue for any Software starts the Initial Term (as defined in clause 1.1 of these Master Terms) and, unless terminated earlier in accordance with these terms, shall automatically renew on the Effective Date expiry of the Order Form and continues as indicated on Initial Term. Where the Order Form Initial Term was twelve ("Term")12) months, such renewal shall be for subsequent periods of twelve (12) months. Except Where the Initial Term was one (1) month, such renewal shall be for subsequent periods of one (1) month. Where the Initial Term was for a period other than the foregoing, all as otherwise specified in the applicable Order FormServices Agreement, subscription such renewal shall be for subsequent periods of the same duration as the Initial Term so stated, save that such will not include any period where the Supplier has granted the Customer a right to use the Software without payment. Each subsequent period beyond the Initial Term where such renewal occurs shall be known as a “Renewal Term” and the terms are of this Agreement will continue to apply to each such Renewal Term. The Customer will pay any Charges due to the Supplier in respect of each such Renewal Term in accordance with the Supplier’s invoice or revised Services Agreement. 12.2. Without affecting any other right or remedy available to the Supplier, the Supplier reserves the right to terminate the Agreement at any time without refunding the Charges paid by the Customer, if the Customer has failed to pay an invoice from Supplier by direct debit or otherwise in accordance with this Agreement and where such sum remains unpaid for twelve (12) months 14 days from the Effective Date ("Subscription Term") and upon your payment due date or where, in the Supplier’s reasonable opinion, the Customer’s system and/or the Equipment has ceased to be capable of renewal fees will renew running the Software successfully for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated any reason. 12.3. The Customer may terminate this Agreement by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least giving not less than thirty (30) days days’ prior written notice to take effect at the end expiry of the Initial Term or any Renewal Term, but will not be entitled to any refund of any Charges paid under this Agreement. In the absence of such Termnotice this Agreement will automatically renew on expiry of the Initial Term or Renewal Term as described in clause 12.1. 12.4. Unless otherwise indicated on an Order Form, you may Either party shall be entitled to terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds forthwith by notice in writing to the other if the Agreement or an Order Form other: 12.4.1. is terminated without cause. Without limiting other remedies, it may have, either party may terminate in material breach of this Agreement and either that breach is incapable of remedy, or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure remedy the breach within thirty (30) days after of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of the breach; or (ii) this Agreement; 12.4.2. the other party becomes insolventsuspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; 12.4.3. Upon termination the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a Subscriptionscheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 12.4.5. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); 12.4.6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 12.4.7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; 12.4.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all whole or any part of the applicable Softwareother party's assets and such attachment or process is not discharged within 14 days; 12.4.9. any event occurs, whether modified or merged into proceeding is taken, with respect to the other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under party in any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for jurisdiction to which it is subject that has an effect equivalent or similar to any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating events mentioned in clause 12.4.2 to clause 12.4.8 (inclusive); or 12.4.10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or 12.4.11. (in the case of an individual) has been sequestrated, enters in to an individual voluntary arrangement or signs a trust deed for creditors; 12.5. Termination of the Licence, howsoever caused, shall not affect the rights of either party under this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be which may have accrued up to the extent reasonably necessary until the breach is cureddate of termination. 12.6. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the On termination of this Agreement and/or an Order Formthe Licence shall terminate and accordingly the Customer’s right to use the Licenced Materials will automatically cease and at the Supplier’s option, the Customer shall either be required to return all copies of them or, delete, destroy or otherwise make permanently unusable the Licenced Materials and certify to the Supplier in writing that this has been done within fourteen (14) days of the date of termination. 12.7. On expiry or earlier termination of this Agreement, the Customer’s right to use the Software will cease and the Customer will be given notice of the date that access to the Software will be removed without further warning, save that: 12.7.1. where the Customer used its own Azure Microsoft Account, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement; or 12.7.2. where the Customer used the Supplier’s Azure Microsoft Account, the Customer shall continue to be entitled to read only access to the Software and the Supplier shall, in accordance with clause 12.9, provide the Customer with one copy of the Software database, all of the Customer’s data and any other associated documentation which the Supplier determines; or 12.7.3. where the Customer used its own servers, the Customer shall continue to be entitled to read only access to the Software from the date of termination of the Agreement. 12.8. Where the Customer has served notice to terminate this Agreement at the end of the Initial Term or Renewal Term, the Customer may request a copy of the Customer’s data to enable the Customer to carry out a trial migration. On request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one copy of the Customer’s database in SQL backup format, together with any other associated documentation which the Supplier determines. Subject to clause 12.9, if the Customer requests a second copy of this data, a fee will be charges for providing such data at the Supplier’s then current rates. 12.9. On termination of this Agreement or at any time within ninety (90) days from the date of termination of this Agreement, the Customer may request access to the Customer’s data. Notwithstanding clause 12.8, on request, and provided that there are no outstanding sums due to the Supplier under this Agreement, the Supplier will provide to the Customer one further copy of the Customer’s database, in SQL backup format, together with any other associated documentation which the Supplier determines. If the Customer requests a second copy of this data, a fee will be charged for providing such data at the Supplier’s then current rates.

Term Termination. Except as otherwise stated herein(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall be in effect until terminated. The August 7, 2016 (the “Term”) and shall be automatically renewed for a two-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by Annaly or its affiliates) elects not to renew this Agreement in their sole discretion and for any Software starts on or no reason. If the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will Company elects not to renew for successive twelve (12) month periods, starting the day following this Agreement at the expiration of the previous Subscription TermTerm or any Renewal Term as set forth above, unless the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date, not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and until this Agreement shall terminate on such date. (b) In the event that this Agreement is terminated by either party in accordance herewith or unless either party provides written notice with the provisions of nonrenewal Section 13(a) of this Agreement, the Company shall pay to the other party at least 30 days prior Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to two (2) times the sum of the average annual Base Management Fee, calculated as of the end of the then-current Subscription Term. We may increase pricing applicable most recently completed fiscal quarter prior to the renewal date of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (30c) No later than one hundred eighty (180) days prior to the end anniversary date of this Agreement of any year during the Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such Termnotice. Unless otherwise indicated on an Order Form, you may terminate The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate pursuant to this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and Section 13(c). (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during is terminated pursuant to Section 13, such termination shall be without any period further liability or obligation of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be either party to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms"other, "Ownership"except as provided in Sections 6, "Confidentiality"9, "Warranty; Disclaimer"10, "Limitation of Liability"13(b), 15(b), and "General" 16 of this Agreement. In addition, Sections 11 and 21 of this Agreement shall survive the termination of this Agreement and/or an Order FormAgreement.

Term Termination. Except as otherwise stated herein, this (a) This Agreement will remain in effect until terminated. The term for any Software starts is effective beginning on the Effective Date and, unless sooner terminated as herein provided, will continue until terminated as set forth herein. Each Commercial Terms Exhibit will specify an initial term (the “Initial Term”) of the Order Form and continues as indicated on the Order Form subscribed Service. On or about six ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (126) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Initial Term and any Renewal Term, ▇▇▇▇▇ ▇▇▇▇▇ and Client shall enter into good faith negotiations with respect to any renewal term of the Commercial Terms Exhibit to establish the term and fees for such renewal term (the “Renewal Term”). We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we A Commercial Terms Exhibit will not provide refunds if renew unless specifically agreed in writing by the Agreement or an Order Form is terminated without causeparties. Without limiting other remedies, it may have, either DocuSign Envelope ID: CA54D071-F059-46E6-9D54-8DF685B48B4D (b) Either party may terminate this Agreement or any Order Form immediately on notice a Commercial Terms Exhibit if (i) the other party materially breaches the this Agreement or an Order Form such Commercial Terms Exhibit and fails to cure the such breach is not cured within thirty (30) days after receipt of notice of written notice. (c) Either party may terminate this Agreement if: (i) the breachother party ceases to carry on business; or (ii) the other party becomes insolvent. Upon termination is insolvent or is otherwise generally not paying its debts as they become due; or (iii) the other party is the subject of a Subscription, any petition under any bankruptcy or other law for the following will apply: (a) All licenses grantedprotection of debtors, except an involuntary petition that is dismissed within 60 days after filing. (d) For the avoidance of doubt, neither party may terminate a Commercial Terms Exhibit or this Agreement for fully-paidconvenience; provided that if all Commercial Terms Exhibits under this Agreement have expired or been terminated, perpetual licensesthen either party may terminate this Agreement upon written notice to the other party. If Client attempts to terminate a Commercial Terms Exhibit for convenience, will terminate and you must stop usingor if ▇▇▇▇▇ ▇▇▇▇▇ terminates a Commercial Terms Exhibit due to Client's material breach, de-install and permanently delete then all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts fees that would have come due under any unpaid invoices will the current term of such Commercial Terms Exhibit shall become due and payable immediately; to ▇▇▇▇▇ ▇▇▇▇▇ upon receipt of an invoice from ▇▇▇▇▇ ▇▇▇▇▇. The parties acknowledge that ▇▇▇▇▇ ▇▇▇▇▇'▇ actual damages arising from such termination would be difficult to determine with accuracy and the parties agree that the payment obligation in the prior sentence is reasonable due to ▇▇▇▇▇ ▇▇▇▇▇'▇ potential losses. (de) If we are Nothing in breachthis Section will limit ▇▇▇▇▇ ▇▇▇▇▇'▇ rights under the Terms of Use to terminate, you suspend or block any individual Authorized User's use of all or part of the Service if ▇▇▇▇▇ ▇▇▇▇▇ believes in good faith that such Authorized User has breached the Terms of Use. (f) Sections 4(b), 6(a), 7(b), 8, 9, 10, 11(a), 12, and 13 of this Agreement shall survive termination or expiration of this Agreement. Termination of this Agreement will receive not affect any accrued rights or liabilities of either party. (g) Within 30 days following termination of a prorated refund for any fees paid in advance. We may suspend your use Commercial Terms Exhibit, ▇▇▇▇▇ ▇▇▇▇▇ will permit Client to export Client Data using the export capabilities of the Software and Premium Support or will provide Professional Services at ▇▇▇▇▇ ▇▇▇▇▇'▇ then-current rates to transition data to Client, as applicable without terminating this Agreement during any period indicated by Client at the time of material breachtermination. We On or about thirty days after termination, ▇▇▇▇▇ ▇▇▇▇▇ will give you reasonable notice and destroy Client Data in a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formmanner consistent with industry best practice techniques.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will automatically renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription TermTerm regardless of the actual subscription renewal date, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 thirty (30) days prior to the end of the then-then- current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, remedies it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form Form, and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscriptiontermination, the following will apply: : (a) All licenses granted, (except for fully-paid, perpetual licenses, ) granted will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applicationsmaterials; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (dc) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of the Order Form and continues as indicated shall terminate on the Order Form April 30, 2024 ("“Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party subject to earlier termination in accordance herewith or unless either party provides written notice of nonrenewal to with the other party at least 30 days prior to provisions hereof. This Agreement may be renewed, in writing, as mutually agreed by the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you Parties. A Party may terminate this Agreement or any Order Form at any time without causecause with sixty (60) days written notice to the other Party subject to Section 2.1(c) hereof. HoweverDespite clause 2.1(b) above, we will not provide refunds and subject to the terms set out herein, if the PO is acting as an REB Host Institution for a Clinical Study or Clinical Studies at the time of expiration or early termination of this Agreement, the PO shall continue in such role until the applicable End of Study Date for all such Clinical Studies. Notwithstanding the foregoing, in the event that the PO, acting reasonably, advises CTO in writing that it is unable or it is impracticable for it to continue to fulfill its obligations as the REB Host Institution for a Clinical Study or Clinical Studies, CTO will work with the PO and the affected Recruiting Sites to find an alternative REB Host Institution to act as the REB of Record for such Clinical Study or Clinical Studies. In such case the REB Host Institution shall continue to act as the REB of Record until such time as an alternate REB of Record(s) is engaged. A PO which is acting as a Recruiting Site in any Clinical Study submitted through the CTO SRERS and which intends to continue as a Recruiting Site in such Clinical Study after the date of termination of this Agreement, must continue to meet its obligations for such Clinical Study and allow the REB of Record to provide ethical oversight irrespective of the date of termination of this Agreement. Notwithstanding any other provision of this Agreement, following the date on which this Agreement has expired under Section 2.1(a) or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may the date that a Party has given written notice of intent to terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscriptionunder Section 2.1(b), the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of PO shall not be selected by CTO to act as the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund REB Host Institution for any fees paid in advancenew Clinical Studies. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Expiration or termination of this Agreement and/or an Order Formshall not relieve any Party of any obligation accrued prior thereto which is intended to survive expiration or termination.

Term Termination. Except as otherwise stated herein, this (a) This Agreement will remain in effect until terminated. The term for any Software starts is effective beginning on the Effective Date and, unless sooner terminated as herein provided, will continue until terminated as set forth herein. Each Commercial Terms Exhibit will specify an initial term (the “Initial Term”) of the Order Form and continues as indicated on the Order Form subscribed Service. On or about six ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (126) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to the other party at least 30 days prior to the end of the then-current Subscription Initial Term and any Renewal Term, ▇▇▇▇▇ ▇▇▇▇▇ and Client shall enter into good faith negotiations with respect to any renewal term of the Commercial Terms Exhibit to establish the term and fees for such renewal term (the “Renewal Term”). We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we A Commercial Terms Exhibit will not provide refunds if renew unless specifically agreed in writing by the Agreement or an Order Form is terminated without causeparties. Without limiting other remedies, it may have, either DocuSign Envelope ID: CA54D071-F059-46E6-9D54-8DF685B48B4D (b) Either party may terminate this Agreement or any Order Form immediately on notice a Commercial Terms Exhibit if (i) the other party materially breaches the this Agreement or an Order Form such Commercial Terms Exhibit and fails to cure the such breach is not cured within thirty (30) days after receipt of notice of written notice. (c) Either party may terminate this Agreement if: (i) the breachother party ceases to carry on business; or (ii) the other party becomes insolvent. Upon termination is insolvent or is otherwise generally not paying its debts as they become due; or (iii) the other party is the subject of a Subscription, any petition under any bankruptcy or other law for the following will apply: (a) All licenses grantedprotection of debtors, except an involuntary petition that is dismissed within 60 days after filing. (d) For the avoidance of doubt, neither party may terminate a Commercial Terms Exhibit or this Agreement for fully-paidconvenience; provided that if all Commercial Terms Exhibits under this Agreement have expired or been terminated, perpetual licensesthen either party may terminate this Agreement upon written notice to the other party. If Client attempts to terminate a Commercial Terms Exhibit for convenience, will terminate and you must stop usingor if ▇▇▇▇▇ ▇▇▇▇▇ terminates a Commercial Terms Exhibit due to Client’s material breach, de-install and permanently delete then all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts fees that would have come due under any unpaid invoices will the current term of such Commercial Terms Exhibit shall become due and payable immediately; to ▇▇▇▇▇ ▇▇▇▇▇ upon receipt of an invoice from ▇▇▇▇▇ ▇▇▇▇▇. The parties acknowledge that ▇▇▇▇▇ ▇▇▇▇▇’▇ actual damages arising from such termination would be difficult to determine with accuracy and the parties agree that the payment obligation in the prior sentence is reasonable due to ▇▇▇▇▇ ▇▇▇▇▇’▇ potential losses. (de) If we are Nothing in breachthis Section will limit ▇▇▇▇▇ ▇▇▇▇▇’▇ rights under the Terms of Use to terminate, you suspend or block any individual Authorized User’s use of all or part of the Service if ▇▇▇▇▇ ▇▇▇▇▇ believes in good faith that such Authorized User has breached the Terms of Use. (f) Sections 4(b), 6(a), 7(b), 8, 9, 10, 11(a), 12, and 13 of this Agreement shall survive termination or expiration of this Agreement. Termination of this Agreement will receive not affect any accrued rights or liabilities of either party. (g) Within 30 days following termination of a prorated refund for any fees paid in advance. We may suspend your use Commercial Terms Exhibit, ▇▇▇▇▇ ▇▇▇▇▇ will permit Client to export Client Data using the export capabilities of the Software and Premium Support or will provide Professional Services at ▇▇▇▇▇ ▇▇▇▇▇’▇ then-current rates to transition data to Client, as applicable without terminating this Agreement during any period indicated by Client at the time of material breachtermination. We On or about thirty days after termination, ▇▇▇▇▇ ▇▇▇▇▇ will give you reasonable notice and destroy Client Data in a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formmanner consistent with industry best practice techniques.

Term Termination. Except as otherwise stated herein, this 10.1 This Foundation Agreement will remain shall continue in effect until terminated. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as unless otherwise specified terminated in accordance with this section. 10.2 This Foundation Agreement and/or applicable Module(s) and/or the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and until Transaction Document may be terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to Party (a) upon a material breach by the other party at least 30 days prior to the end Party, provided that, in each instance of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if a claimed breach: (i) the other party materially breaches non-breaching Party notifies the Agreement or an Order Form breaching Party in writing of such breach; and (ii) the breaching Party fails to either cure the such breach within thirty (30) days after (or such other period as mutually agreed by the Parties) from receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applicationssuch notice; (b) upon insolvency of the other Party, if permitted by law. The foregoing notwithstanding, any breach by Customer of licenses granted pursuant to this Agreement shall constitute an incurable material breach by Customer; and, CA may immediately terminate said licenses upon written notice to Customer. Such termination shall not relieve Customer from its obligations as set forth within the related Transaction Document. 10.3 Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any breach of this Foundation Agreement or the Agreement. Excepting for termination based on CA’s uncured material breach, all updates fees are non-cancellable and upgrades cease; (c) All amounts due under any unpaid invoices will non- refundable unless a prorated refund applies. In the event of termination by CA for an uncured material breach by Customer, all fees shall immediately become due and payable immediately; payable. 10.4 Customer may terminate this Agreement as well as any and all other agreements under which Customer may procure any CA offering together with each and all Transaction Documents (dor any order forms or other ordering documents) in effect between the Parties as of the date of termination (collectively, for purposes of this section, the “Agreement”), without cause and without further charge or expense at any time, immediately upon written notice to CA sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. On or after the termination date, with the exception of any fully paid-up Perpetual Licenses if the termination is effective after the initial Term, Customer must either: a) delete all full or partial copies of the CA Software from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or b) return to CA all full or partial copies of the CA Software. Once Customer’s verification or the CA Software copies are received, CA will pay Customer, or CA Partner, a pro-rata refund of any License, SaaS and/or Support fees Customer or CA Partner pre-paid (“Refund Fees”) in accordance with the paragraph below. Refund Fees will be calculated on the number of months remaining in the Term of the applicable Transaction Document. If we are in breachthe CA Software is licensed under a Perpetual License, you Customer, or CA Partner as appropriate, will receive a prorated pro-rated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement License Fee paid to CA only if notice of termination is issued during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use initial Term of the Software applicable Transaction Document. 10.5 Notwithstanding Section 10.4, if the Agreement is terminated without cause, neither Party shall have further obligations under the Agreement, except that the Parties shall remain bound by the obligations within the Survival section of this Foundation Agreement. Refund Fees will be paid within sixty (60) days to Customer (or CA Partner who will process the invoicing or reimbursement of fees to Customer as appropriate and Premium Support. Suspension will only under the commercial terms between the CA Partner and Customer), from the termination date, and any unpaid fees reflecting the Services (defined as may be applicable: software license, SaaS, maintenance and professional services for purposes of this section) delivered prior to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formdate shall become immediately due.

Term Termination. Except This Agreement shall be effective as otherwise stated herein, this Agreement will of the Effective Date and remain in effect until terminated. The term for any Software starts on the Effective Date later of: (i) the day after expiration of the Order Form and continues as indicated on last to expire Valid Claim within the Order Form Patent Rights in any jurisdiction; ("Term"). Except as otherwise specified ii) expiration of any time provided for market or data exclusivity awarded by the FDA or non-United States FDA counterpart in the applicable Order Form, subscription terms are for any jurisdiction; or (iii) twelve (12) months from years after the Effective Date ("Subscription Term") and upon your payment first commercial sale of renewal fees will renew for successive twelve (12) month periodsa Licensed Product in a territory outside the United States. Upon its natural expiration, starting the day following rights under the expiration License Agreement shall convert into a fully paid-up acquisition that grants Licensee ownership of the previous Subscription TermLicensed Products without any further compensation due to the Licensor. Licensee may terminate the License Agreement at any time, unless in which case all rights in the License Agreement and until any FDA documentation, including rights to the IND, Vouchers and NDA will be transferred to the Licensor. will revert to Licensor fully and Licensee will have no further rights to sell any Licensed Product (including the ones that incorporate Licensor’s Know-How), except in the event of termination based on grounds of material breach of the Agreement resulting from gross negligence or willful misconduct of Licensor. If this Agreement is terminated by either Licensor for Licensee’s bankruptcy or material breach, at the option of Licensor all outstanding sublicenses not in default will be assigned by Licensee to Licensor and any FDA documentation, including rights to the IND, Vouchers and NDA will be transferred to the Licensor. In any situation where a material breach has been alleged by one Party to the other, the non-breaching party in accordance herewith or unless either party provides must first provide written notice of nonrenewal such alleged breach to the other alleged breaching party at least via the notice provisions herein and the alleged breaching party shall have 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsuch.

Term Termination. Except This Agreement shall enter into effect as otherwise stated herein, this Agreement will remain in effect until terminated. The term for any Software starts on the Effective Date of the Order Form date first set forth above and continues continue in full force and effect for an initial term of one year with continuing one year renewal options, unless sooner terminated as indicated on follows: (a) By the Order Form mutual agreement in writing of LCC and Consultant; ("Term"). Except as otherwise specified in b) By either party upon giving the applicable Order Form, subscription terms are for twelve other not less than forty-five (1245) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following days written notice prior to the expiration of the previous Subscription Terminitial term, unless and until terminated or subsequent renew terms, if any; (c) by either party in accordance herewith or unless either party provides upon written notice of nonrenewal to termination in the event of a material breach by the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of that such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure, or demonstrates a diligent effort to cause a cure if it is not reasonably possible to cure within the breach notice period within thirty (30) days after receipt of receiving written notice of default from the breachnon-breaching party; or (d) By either party immediately upon written notice in the event the other party is adjudicated bankrupt, files a voluntary petition in bankruptcy, is the subject of an involuntary petition in bankruptcy or makes a general assignment for the benefit of creditors. Upon the expiration or termination of this Agreement, each party shall be released from all obligations and liabilities hereunder arising after the date of such termination, except that the (i) expiration or termination of this Agreement shall not affect Consultant’s obligations under Sections 3, 4, 7, 9, 10 and 13 hereof, and (ii) LCC will pay and continue to pay any Commission Payments that have been fully earned and are then-payable under Exhibit A (provided, however, that commission payments under definitive agreements executed prior to termination shall continue to be paid following termination as such payments are received by LCC, and provided, further that such post termination payments shall cover only the Services engagement(s) that were secured by Consultant’s efforts during the term hereof), (iii) LCC will pay all Consulting Support payments earned through the date of termination, and (iv) LCC will reimburse all approved expenses incurred up to the date of termination or expiration. Notwithstanding anything else herein to the contrary, only in the case of a termination by LCC under 8(b) above, in the event LCC enters into a definitive agreement within forty five (45) days after the date of such termination to provide Services to an Approved Entity and securing such agreement was both (i) the subject of an Opportunity Identification Form, in the form attached hereto as Exhibit B, executed between the parties, and (ii) obtained through the efforts of Consultant (such that an additional payment would have been due and payable under Exhibit A but for such termination) then LCC shall also pay Consultant the applicable Commission Payment in accordance with Exhibit A. Consultant agrees that LCC shall be under no obligation to extend or renew this Agreement for any reason. Consultant agrees that upon termination or expiration of this Agreement for any reason, except as specifically set forth herein, LCC shall not be liable to Consultant for any termination compensation or other party becomes insolventcompensation whatsoever, whether based on goodwill established, clientele or customers obtained, expenses incurred, or otherwise. Upon termination of this Agreement, Consultant shall immediately cease all activities or conduct that might cause anyone to believe that Consultant is a Subscription, the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all Consultant of the applicable Software, whether modified LCC or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"otherwise connected with LCC, and "General" survive the termination of this Agreement Consultant shall also immediately cease using any advertising materials, trade names, trademarks and service marks relating to LCC, its services and/or an Order Formproducts.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts begin on the Effective Date and continue until the first anniversary of the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription such period, the “Initial Term") and upon your payment of renewal fees ”), at which time this Agreement will renew for successive twelve initiate automatic renewals on a month-to-month basis (12) month periods, starting the day following the expiration of the previous Subscription Initial Term, unless subject to such renewals and subject to termination as described below, the “Term”), until this Agreement is terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal with this Section 4. Notwithstanding anything to the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate contrary in this Agreement or any Order Form at any time without cause. However, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination of a Subscription, the following will applyAgreement: (a) All licenses grantedAmazon may terminate this Agreement, except for fully-paidin whole or with respect to any Company Location, perpetual licenseswith or without cause, will terminate at any time by giving Company 30 days’ prior written notice of termination; and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) Company may terminate this Agreement, in whole or with respect to any Company Location, with or without cause, at any time by giving Amazon 30 days’ prior written notice of termination, provided, however, that Company may not terminate (i) this Agreement, in whole or with respect to any Company Location, if such termination would become effective during any October 1 through January 15 period, (ii) this Agreement with respect to any Company Location prior to the first anniversary of the installation date of the Amazon Locker at that Company Location, or (iii) this Agreement with respect to more than 10 Company Locations during any calendar month during the Term. Without limiting the restrictions in the immediately preceding sentence on Company’s rights to terminate this Agreement, if Company requests to terminate this Agreement with respect to any Company Location prior to the first anniversary of the installation date of the Amazon Locker at that Company Location (an “Early Termination”) and Amazon consents in writing to the Early Termination, then (1) Company will be responsible for any and all updates costs associated with such Early Termination (including, among other things, costs of removal, shipping costs, and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; depreciation), and (d2) If we are in breach, you such Early Termination may be subject to additional fees and penalties determined by Amazon. Amazon will receive a prorated refund for any fees paid in advance. We may suspend your use remove its Amazon Lockers from the Company Locations within 10 business days after the effective date of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order FormAgreement. Except as provided above in connection with Early Termination, neither party will have any liability to the other (including for any fee or other compensation, for any damages, any loss of goodwill, prospective profits, or anticipated income, or on account of any expenditures, investments, leases or commitments) in connection with or as a result of any termination of this Agreement. The following sections will survive any termination of this Agreement: this Section 4 and Sections 5, 6, 7, 8, 9, and 11.

Term Termination. Except as otherwise stated hereinThis Exhibit A for ES&S Hardware Maintenance and Software License, this Agreement will remain Maintenance and Support Services shall be in effect until terminated. The term for any Software starts on the Effective Date of coverage period as described in Schedule A1 (the Order Form and continues as indicated on the Order Form ("“Initial Post-Warranty Term"”). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the Upon expiration of the previous Subscription Initial Post-Warranty Term, unless and this Exhibit A shall automatically renew for an unlimited number of successive Two-Year Periods (each a “Renewal Period”) until this Exhibit A is terminated by the first to occur of (a) either party in accordance herewith or unless either party provides party’s written notice of nonrenewal election not to renew, which shall be delivered to the other party at least 30 sixty (60) days prior to the end of the thenInitial Post-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Warranty Term by providing you with notice thereof, including by email, at least thirty (30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may terminate this Agreement or any Order Form at any time without cause. HoweverRenewal Period, we will not provide refunds if the Agreement or an Order Form is terminated without cause. Without limiting other remediesas applicable, it may have, either party may terminate this Agreement or any Order Form immediately on notice if (ib) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within date which is thirty (30) days after receipt of notice of the breach; or (ii) either party notifies the other that it has materially breached this Exhibit A, if the breaching party becomes insolvent. Upon termination of a Subscription, the following will apply: fails to cure such breach (a) All licenses granted, except for fully-paida breach pursuant to subsection (e), perpetual licenseswhich will require no notice), will terminate and you must stop using, de-install and permanently delete all of the applicable Software, whether modified or merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and the date which is thirty (30) days after ES&S notifies Customer that it is no longer able to procure replacement parts that may be needed in order to perform the ES&S Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the ES&S Hardware or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCustomer’s jurisdiction, you will receive or (e) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Exhibit A. The termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund for of any fees already paid to ES&S in advance. We may suspend your use of the Software and Premium Support as applicable without terminating event that this Agreement during any period of material breach. We will give you reasonable notice and a chance is Exhibit A is terminated pursuant to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Formsubsection 1(c) or 1(d) above.

Term Termination. Except as otherwise stated herein, this Agreement will remain in effect until terminated6.1. The term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term"). Except as Unless otherwise specified in the applicable Order, each term set forth in a Subscription Order Form, subscription terms are for twelve (12) months from the Effective Date ("“Subscription Term"”) will begin on the Start Date set forth on the applicable Order, and upon your payment of renewal fees will remain in effect until the End Date set forth therein (“Initial Term”), and automatically and continuously renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Term, unless and additional time periods set forth therein until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to notifies the other party at least 30 days prior to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, that this Agreement will not renew at least thirty (30) days prior to the end expiration of such the then current Subscription Term. 6.2. Unless otherwise indicated on an terminated pursuant to this Section 6, the “Term” of this Agreement shall run from the Start Date of the first Subscription Order Form, you and continue until expiration or termination of the last renewal term under the Subscription Orders to this Agreement. 6.3. Either party may terminate this Agreement Agreement, or any Order, for a material breach by the other party that is not cured within thirty (30) days after written notice of such material breach. The non-breaching party may elect to terminate the applicable Order Form at any time without cause. However, we will not provide refunds if only or the Agreement or an Order Form is terminated without causeas a whole (and thus, all Orders hereunder); but shall identify its selection in writing in the original notice of breach. 6.4. Without limiting other remedies, it may have, either Either party may terminate this Agreement or any Order Form immediately on notice Order, or suspend its performance hereunder or thereunder, if (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventinsolvent or bankrupt or ceases to do business. 6.5. Upon any termination of a Subscriptionthis Agreement, Customer shall immediately discontinue all use of the Licensed Software Subscription and Services and promptly pay to Company any amounts that may be due and payable under this Agreement. If On Premise, the following parties will applycoordinate in good faith the uninstallation of the Licensed Software. In addition, each Party shall: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete immediately discontinue all use of the applicable Software, whether modified or merged into other materials and/or ApplicationsParty’s Confidential Information; (b) at the option of the disclosing Party, either return or destroy all updates Confidential Information of the disclosing Party in its possession; and upgrades cease; (c) All amounts due under delete the disclosing Party’s Confidential Information from its computer storage or any unpaid invoices will become due other media, except for archival copies which may be retained and payable immediately; and shall be destroyed in accordance with the party’s record retention policy. Any such retained copies shall remain subject to Section 4 (d) If we are in breachConfidentiality). Each Party will, you will receive on request from the disclosing Party, provide the disclosing Party with a prorated refund for any fees paid in advancewritten certification of compliance with this Section 6.5 signed by an officer. 6.6. We may suspend your use of the Software and Premium Support as applicable without terminating this Agreement during any period of material breach. We will give you reasonable notice and a chance to cure the breach before suspending your use of the Software and Premium Support. Suspension will only be to the extent reasonably necessary until the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the Neither expiration nor termination of this Agreement and/or an Order Formwill terminate those obligations and rights of the parties pursuant to provisions of this Agreement which by their express terms are intended to survive and such provisions will survive the expiration or termination of this Agreement. Without limiting the foregoing, the respective rights and obligations of the parties under Sections 1.4, 1.5, 2.1, 3.4, 4, 5, 6.5, 6.6, 7.3, 8, 9 and 10 will survive the expiration or termination of this Agreement regardless of when such termination becomes effective.