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(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall continue in effect operation until terminated. The term for any Software starts on the Effective Date third (3rd) 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 the “Initial Term"”) and shall be automatically renewed for a one (1)-year term on each anniversary date thereafter (a “Renewal Term”) unless the Company or the Manager elects not to renew this Agreement in accordance with this Section 14(a) or Section 14(c), respectively. The Company may elect not to renew this Agreement 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 Initial Term 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 Renewal Term by providing you with at least one hundred eighty (180) days’ prior written notice to the Manager (the “Termination Notice”) only if there has been an affirmative vote of at least two-thirds of the Independent Directors that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of Base Management Fees and Incentive Fees, or the amount thereof, including is unfair to any of the Company Parties. If the Company issues the Termination Notice, the Company shall be obligated to (x) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the immediately preceding sentence of this paragraph) and (y) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”). Notwithstanding the foregoing provisions of this Section 14(a), in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by emaildelivering to the Company, at least thirty no fewer than one hundred and twenty (30120) 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. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within one hundred and twenty (120) 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 effect, and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the Company and the Manager. The Company, Operating Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such one hundred and twenty (120)-day period, this Agreement shall terminate, such termination to be effective on the date that 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 one hundred and twenty (i120)-day period and (B) the other party materially breaches Effective Termination Date originally set forth in the Agreement Termination Notice, and Operating Company shall be obligated to pay the Manager the Termination Fee upon the effective date of termination as provided in Section 14(b) below. Nothing in this Section 14(a) shall prohibit the Company from discussing or an Order Form and fails to cure negotiating with any Person the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolvent. Upon termination terms of a Subscription, the following will apply: replacement manager and management agreement during such one hundred and twenty (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 Form120)-day period.

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; (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 FormTermination Notice.

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 the date that is one (1) year after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified in If 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 Termoriginal term or any such one-year extension term as set forth above, 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; (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 FormTermination Notice.

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 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 until the third anniversary of the Effective Date (the "Subscription Initial Term") and upon your payment of renewal fees will renew shall be automatically renewed for successive twelve a one-year term each anniversary date thereafter (12a "Renewal Term") month periods, starting the day following the expiration unless at least two-thirds of the previous Subscription Term, unless and until terminated by either party in accordance herewith Independent Directors or unless either party provides written notice the holders of nonrenewal to the other party at least 30 days prior to the end a majority of the then-current Subscription Term. We may increase pricing applicable to outstanding shares of Common Stock (other than those shares held by members of the renewal Company's senior management team and affiliates of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30the Manager) 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 agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventcompensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Upon termination If the Company elects not to renew this Agreement at the expiration of a Subscriptionthe Initial Term or any Renewal Term as set forth above, 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) not less than 180 days 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 (the "Effective Termination Date"), not less than 180 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Manager agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 45-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date which is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 45-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

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 the date that is one (1) years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified in If 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 Termoriginal term or any such one-year extension term as set forth above, 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 30 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 30 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; (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 FormTermination Notice.

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 the date that is one (1) year after May 15, 2013, and thereafter on each anniversary of such date be deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified in If 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 Termoriginal term or any such one-year extension term as set forth above, 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; (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 FormTermination Notice.

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 March 31, 2013 (the “Current Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date that date and each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Order Form and continues as indicated on Independent Directors or the Order Form holders of at least a majority of the outstanding Common Sharesagree not to automatically renew because ("Term")i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Except as otherwise specified in If 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 TermCurrent Term or any Renewal Term as set forth above, 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) not less than 180 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 180 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 such compensation 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager 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 compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager 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; (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 FormTermination Notice.

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, The initial term of this Agreement will remain in effect until terminated. The term shall be for any Software starts on three (3) years (the “Initial Term”) beginning upon the date of written acceptance by the Bank (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"Date”) and upon your payment of renewal fees will shall automatically renew for successive twelve one year terms (12) month periods, starting each a “Renewal Term,” and together with the day following the expiration of the previous Subscription Initial Term, the “Term”) unless and until terminated as set forth herein. This Agreement may be terminated by either any party in accordance herewith or unless either party provides to this Agreement upon written notice of nonrenewal to the other party at least 30 days prior of such party’s intent not 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 renew this Agreement no less than ninety (3090) days prior to the end expiration of such the then current Initial Term or Renewal Term. Unless otherwise indicated This Agreement may be voluntarily terminated by the Bank at any time by providing written notice to You which will become effective on an Order Formthe date specified in such notice, you provided such date is not less than fifteen (15) days after the date the termination notice is received. Notwithstanding the foregoing, this Agreement may terminate be immediately terminated by the Bank as a result of fraud on Your part, excessive chargeback history, suspicious activity, or breach of this Agreement or any Order Form at other agreement with the Bank. This Agreement shall automatically terminate if any time petition shall be filed by or against You under any bankruptcy or insolvency law. The Bank may selectively terminate one or more business locations of You without causeterminating the entire Agreement. However, we will not provide refunds if the Agreement All obligations incurred by You or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may terminate existing under 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 as of the breach; effective date of termination shall survive such termination. In the event of termination, unless otherwise agreed by the parties, You shall promptly return all leased equipment to the Bank or (ii) the other party becomes insolventBank’s designee. Upon termination of a Subscription, Should this Agreement be terminated by You for any reason prior to 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 completion of the applicable SoftwareInitial Term, whether modified or merged into other materials and/or Applications; an early termination fee of five hundred dollars (b$500.00) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; and (d) If we are shall be charged to You. You agree that the early termination fee is not a penalty, but rather is reasonable in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use light 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 Formfinancial harm caused by Your early termination.

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 December 31, 2010 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Order Form and continues as indicated on Independent Directors or the Order Form holders of a majority of the outstanding shares of common stock ("Term")other than those shares held by Annaly or its affiliates) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Except as otherwise specified in If 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 TermInitial Term or any Renewal Term as set forth above, 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 of nonrenewal to (the other party at least 30 days prior to the end “Termination Notice”) of the then-current Subscription Term. We may increase pricing applicable Company’s intention not to renew this Agreement based upon the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty terms set forth in this Section 13(a) not less than one hundred eighty (30180) days 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 (the “Effective Termination 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 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (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 compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager 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; (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 FormTermination Notice.

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 the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified in If 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 Termoriginal term or any such one-year extension term as set forth above, 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; (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 FormTermination Notice.

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 the date that is one (1) years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified in If 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 Termoriginal term or any such one-year extension term as set forth above, 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 30 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 30 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; (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 FormTermination Notice.

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 December 31, 2013 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Order Form 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) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and continues as indicated on its Subsidiaries or (ii) the Order Form compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause ("Term")ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Except as otherwise specified in If 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 TermInitial Term or any Renewal Term as set forth above, 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 of nonrenewal to (the other party at least 30 days prior to the end “Termination Notice”) of the then-current Subscription Term. We may increase pricing applicable Company’s intention not to renew this Agreement based upon the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty terms set forth in this Section 13(a) not less than one hundred eighty (30180) days 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 (the “Effective Termination 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 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (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 compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager 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; (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 FormTermination Notice.

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(a) Unless this Agreement is terminated earlier for cause in accordance with Section 14 below, this Agreement will remain shall be in effect until terminatedMarch 31, 2020 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless previously terminated as provided below. The term for any Software starts on Following the Effective Date Initial Term, this Agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Order Form and continues as indicated Independent Directors based 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 a determination that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries taken as a whole or (ii) the other party becomes insolventcompensation payable to the Manager is unfair to the Company and the Subsidiaries; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Upon termination If the Company elects not to renew this Agreement at the expiration of a Subscriptionthe Initial Term or any Renewal Term as set forth above, 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) not less than 180 days 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 (the “Effective Termination Date”), not less than 180 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following will apply: 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 compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. Notwithstanding anything in this paragraph (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"contrary, "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or shall only occur for the reasons set forth in the second sentence of this paragraph (a) and in Section 14. The parties agree that currently, and since the initial effective date of this Agreement, it is and has been the intention of the parties that if the Agreement is not terminated in the manner set forth in paragraph (a) above or Section 14, then the Company and the Manager (or the equity owners of the Manager) shall effect an Order FormInternalization Transaction pursuant to Section 17, whether at the end of the Initial Term or any Renewal Term.

Term Termination. Except as otherwise stated herein(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall continue in effect operation until terminated. The term for any Software starts on the Effective Date third (3rd) 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 the “Initial Term"”) and shall be automatically renewed for a one (1)-year term on each anniversary date thereafter (a “Renewal Term”) unless the Company or the Manager elects not to renew this Agreement in accordance with this Section 14(a) or Section 14(c), respectively. The Company may elect not to renew this Agreement 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 Initial Term 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 Renewal Term by providing you with at least one hundred eighty (180) days’ prior written notice to the Manager (the “Termination Notice”) only if there has been an affirmative vote of at least two-thirds of the Independent Directors that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of Base Management Fees and Incentive Fees, or the amount thereof, including is unfair to any of the Company Parties. If the Company issues the Termination Notice, the Company shall be obligated to (x) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the immediately preceding sentence of this paragraph) and (y) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”). Notwithstanding the foregoing provisions of this Section 14(a), in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by emaildelivering to the Company, at least thirty no fewer than one hundred and twenty (30120) days prior to the end prospective Effective Termination Date, written notice (any such notice, a “Notice of such Term. Unless otherwise indicated on an Order Form, you may terminate Proposal to Negotiate”) of its intention to renegotiate its compensation 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 breach within thirty (30) days after receipt of notice of the breach; or (ii) the other party becomes insolventAgreement. Upon termination receipt by the Company of a SubscriptionNotice of Proposal to Negotiate, the following will apply: Company (arepresented by the Independent Directors) 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 Manager shall endeavor to negotiate in good faith the revised compensation 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 Manager 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.this

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, 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 that is the earlier 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 (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 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 deadline under the Bylaws for director nominations and stockholder proposals for the 2023 Annual Meeting and (b) one hundred twenty (120) days prior to the first anniversary of the 2022 Annual Meeting (such Term. Unless otherwise indicated on an Order Formdate, you may terminate this Agreement or any Order Form at any time without cause. Howeverthe “Termination Date”); provided, we will not provide refunds if however, that (c) the Agreement or an Order Form Termination Date shall be delayed until the 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 the earlier of (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 Company’s 2024 annual meeting of notice of the breach; or stockholders and (ii) one hundred twenty (120) days prior to 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 first anniversary of the applicable Software2023 Annual Meeting if (A) the Company notifies the Stockholder Parties and the New Directors in writing at least fifteen (15) days prior to such date that the Board irrevocably offers to re-nominate both of the New Directors for election at the 2023 Annual Meeting and (B) both New Directors agree to such re-nomination within fifteen (15) days of receipt of such notice, 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 the Stockholder Parties may suspend your use of the Software and Premium Support as applicable without terminating earlier terminate this Agreement during any period if the Company 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 the Company from a Stockholder Party specifying the material breach, "Ownership"or, "Confidentiality"if impossible to cure within fifteen (15) days, "Warranty; Disclaimer", "Limitation of Liability"that the Company has not taken any substantive action to cure within such fifteen (15) day period, and "General" (e) the Company may earlier terminate this Agreement if any of the Stockholder Parties commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by such Stockholder Party from the Company specifying the material breach, or, if impossible to cure within fifteen (15) days, that such Stockholder Party has not taken any substantive action to cure within such fifteen (15) day period. Notwithstanding the foregoing, the provisions of Section 11 through Section 23 shall survive the termination of this Agreement. Termination of this Agreement and/or an Order Formshall 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(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall be in effect until terminated. The September 29, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds 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 Independent Directors agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventcompensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term upon at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 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. Upon termination receipt by the Company of a SubscriptionNotice of Proposal to Negotiate, the Company (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Manager agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 60-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date that is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 60-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

Term Termination. Except as otherwise stated herein, this This Origination Agreement will remain in effect until terminated. The term for any Software starts on shall automatically expire and terminate upon the Effective Date earlier 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) December 31, 2027 (the other party materially breaches the Agreement or an Order Form “Initial Termination Date”) and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other date upon which either party becomes insolventterminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. Upon termination So long as no material breach by either Party shall have occurred which remains uncured, this Agreement shall be automatically extended, without any action by the parties hereto for one (1) additional five (5) year term from and after the Initial Termination Date (the “Extension Term”). Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any of its representations, warranties or covenants or shall materially default in the performance of any of its duties or obligations hereunder, and such breach or default shall not be substantially cured within sixty (60) days after written notice specifying the breach or default has been given by the non-breaching or non-defaulting Party, such non-breaching or non- defaulting Party may, by giving written notice thereof to the breaching or defaulting Party, terminate this Agreement for cause as of a Subscriptionfuture date specified in such notice of termination; (B) an insolvency, bankruptcy or similar proceeding shall have been commenced, or a decree or order of an appropriate court, agency or supervisory authority for the following will apply: appointment of a conservator, receiver or liquidator shall have been entered against the other Party (athe “Bankrupt Party”), then the other Party may, by giving written notice thereof to the Bankrupt Party, terminate this Agreement for cause as of a future date specified in such notice of termination; or (C) All licenses granteda SL Competitor Change of Control shall have occurred, except then at any time after SRT shall have received notice of such SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or (D) an SL Change of Control (other than a SL Competitor Change of Control) shall have occurred, then at any time within 30 days after the two year anniversary of such SL Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or (E) SL shall have materially breached any of its obligations, representations, warranties or covenants contained in in any agreement between it and SRT regarding the use by SL of SRT’s trademarks and such breach shall not have been cured within the time frame prescribed therein, then SRT may, by giving written notice thereof to SL, terminate this Agreement for fully-paidcause as of a future date specified in such notice of termination. The representations, perpetual licenses, will terminate warranties and you must stop using, de-install and permanently delete all covenants of the applicable Software, whether modified or merged into Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the 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" Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement and/or an Order Formin accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications shall be processed to closing or denial.

Term Termination. Except as otherwise stated hereinThis Agreement shall be effective on the date set forth above, this provided it has been approved by (i) the Board of Directors of the Company, (ii) the Board of Trustees of the Trust, including the vote of a majority of the Disinterested Trustees of the Trust, in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company or Trust may rely) and (iii) a vote of a majority of the outstanding voting securities of the Fund. This Agreement will remain shall continue in effect until terminated. The term for any Software starts on the Effective Date two-year 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 Term") and upon your payment date of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termits effectiveness, unless and until terminated as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved by either party in accordance herewith or unless either party provides written notice (i) the Board of nonrenewal to Directors, (ii) the other party at least 30 days prior to the end vote of the thenholders of a majority of the outstanding voting securities of the Fund or the Board of Trustees of the Trust and (iii) the vote of a majority of the Disinterested Trustees of the Trust provided in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-current Subscription Termaction assurances or other relief upon which the Company or Trust may rely). We This Agreement shall automatically terminate in the event of its assignment, and 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 be terminated at any time without causepayment of any penalty by the Board of Trustees of the Trust, by the Company or by the Adviser upon sixty (60) days’ written notice to the other parties. HoweverThe Company may effect termination by action of the Board of Directors or by vote of a majority of the outstanding voting securities of the Company, we will not provide refunds if accompanied by appropriate notice. This Agreement shall also terminate automatically and immediately upon the termination of the Management Agreement, the Fund Management Agreement or an Order Form is terminated without causeFund Sub-Advisory Agreement. Without limiting other remedies, it The shareholders of the Fund may have, either party may therefore terminate this Agreement by terminating the Fund Sub-Advisory Agreement or Fund Management Agreement. This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Directors of the Company, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Company, in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser, or any Order Form immediately on notice if (i) the other party materially breaches the Agreement officer or an Order Form and fails to cure the breach within thirty (30) days after receipt of notice director of the breach; or (ii) the other party becomes insolvent. Upon termination of Sub-Adviser, has taken any action which results in 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 breach 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 material covenants of the Software and Premium Support as applicable without terminating this Agreement during any period of material breachSub-Adviser set forth herein. 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 Formshall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation, described in Section 5, or obligation of the Sub-Adviser to pay its expenses as described in Sections 3 and 5 earned prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Company, subject to applicable law. The terms “assignment” and “vote of the majority of outstanding voting securities” herein shall have the same meanings set forth in the 1940 Act and the rules and regulations thereunder.

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 [ ], 2012 (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 shall be automatically renewed for a one-year term (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 Term, Initial Term and on each anniversary date thereafter 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 two-thirds of all of the then-current Subscription Term. We may increase pricing applicable to Independent Directors or the renewal holders of any then-current Subscription Term a majority of the outstanding shares of common stock (other than those shares held by providing you with notice thereof, including by email, at least thirty (30Pine River or its affiliates) 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 agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolvent. Upon termination compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds 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 SoftwareIndependent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, whether modified or merged into other materials and/or Applicationsthe 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) not less than 180 days 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 (the “Effective Termination Date”), not less than 180 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (bany such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate the revised compensation payable to the Manager under this Agreement. In the event that the Manager and at least two-thirds of all updates of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and upgrades cease; effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (cA) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 45-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

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; (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 FormTermination Notice.

Term Termination. Except This Agreement is effective as otherwise stated herein, of the date on which Supplier accepted this Agreement (the “Effective Date”) and 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 Termthereafter, 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 Termwith this Agreement. 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 Either party may terminate this Agreement (a) upon 30 days’ written notice to the other of its intent to terminate this Agreement, (b) immediately upon written notice to the other if such other party commits an irremediable breach of this Agreement or commits a remediable breach and fails to correct such breach within 15 days following written notice specifying such breach, or (c) immediately upon an event of bankruptcy by Supplier or if Supplier ceases to do business in the ordinary course. Without prejudice to the rights of termination set out hereunder, TripAdvisor Experiences may elect to immediately take any Order Form immediately on notice if one or more of the following steps either in lieu of, or as a precursor to, its termination of the Agreement (defined collectively as “Deactivation”): (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after receipt deactivation of notice of the breachSupplier’s TripAdvisor Experiences account; or (ii) removal of Supplier from the other Distribution Channels; and/or (iii) removal of any or all of Supplier’s Product listings. References in this Agreement to rights and obligations of a party becomes insolventin connection with “termination” shall be deemed to include Deactivation, and post-termination obligations shall apply equally to Supplier for the duration of any such Deactivation. Supplier will fulfill all Product purchases made prior to termination or expiration of this Agreement unless requested otherwise by TripAdvisor Experiences. Notwithstanding the foregoing, TripAdvisor Experiences reserves the right in its sole discretion to cancel pending Product bookings in circumstances where TripAdvisor Experiences believes that it is in the best interests of Customers. Upon any termination or expiration of a Subscriptionthis Agreement, the following Supplier will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate immediately cease all access to 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 TripAdvisor Experiences Technology (defined in Attachment 2) and Premium Support as applicable without terminating other products, services, technology, content, and/or materials provided by TripAdvisor Experiences to Supplier under this Agreement during and Supplier shall cease to have any period of material breach. We will give you reasonable notice and a chance right 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 Formmake Supplier’s Products available through TripAdvisor Experiences’ Distribution Channels.

Term Termination. Except as otherwise stated hereinThis Exhibit A for 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 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 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 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 Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the Equipment 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, The term of this Agreement will remain in effect until terminated. The term for any Software starts ("Term") shall commence on the Effective Date and shall continue until the earlier to occur of the Order Form following: (i) Click or tap to enter contract expiration date; (ii) full 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 complete delivery of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal Services to the other party at least 30 days prior satisfaction of Xxxxx; (iii) termination pursuant to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal terms of any then-current Subscription Term section of this Agreement (including, this section); (iv) termination by providing you with notice thereofXxxxx without cause, including by email, at least upon thirty (30) days prior days' written notice to the end of such Term. Unless otherwise indicated on an Order FormContractor; (v) termination by Xxxxx pursuant to a material breach by Contractor, you may terminate this Agreement or any Order Form at any time without cause. However, we will which breach 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 been cured to cure the breach Xxxxx’x satisfaction within thirty (30) days after receipt of subsequent to written notice of the breachsuch breach from Xxxxx; or (iivi) termination by mutual agreement of the other party becomes insolventParties. Upon any termination of this Agreement, Contractor shall cease its performance related to the Services and shall deliver to Brown all of Xxxxx'x proprietary information (including, Confidential Information) (as defined herein), or Work Product (as defined herein) used or generated under this Agreement, and such Services in progress or completed Services as Xxxxx may request. Any cancellation or termination by Xxxxx whether for default or otherwise, shall be without prejudice to any claims or damages or other rights of Xxxxx against Contractor. To the extent any Fees or reimbursable expenses have been prepaid by Xxxxx, Contractor shall refund to Xxxxx a Subscriptionprorated portion of such Fees or reimbursable expenses within thirty (30) days of termination. To the extent any Fees have been accrued but unpaid by Brown, the following will apply: Brown shall pay Contractor such Fees within forty-five (45) days of termination. In addition to other termination rights set forth in this Agreement, if Contractor (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all fails to deliver the Services as specified in this Agreement or fails to make progress so as to endanger performance of the applicable Software, whether modified or merged into other materials and/or ApplicationsServices; (b) all updates and upgrades ceasefails to perform any other provision of this Agreement; (c) All amounts due under any unpaid invoices will become due and payable immediatelybecomes financially unstable, insolvent, makes an assignment in favor of creditors, or enters bankruptcy or dissolution procedures; and or (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use is purchased by another company (regardless of the Software and Premium Support as applicable without terminating this Agreement during form of such transaction), then in each case Xxxxx may terminate the whole or 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 part of this Agreement and/or an Order Formimmediately without any liability.

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 [ ] [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds 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 Independent Directors agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventcompensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term upon at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 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. Upon termination receipt by the Company of a SubscriptionNotice of Proposal to Negotiate, the Company (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Manager agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 60-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date that is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 60-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

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 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 until the first December 31st following the third anniversary of the Effective Date ("Subscription the “Initial Term"”) and upon your payment of renewal fees will renew shall be automatically renewed for successive twelve a one-year term each anniversary date thereafter (12) month periodsa “Renewal Term”), starting the day following the expiration unless at least two-thirds of the previous Subscription Term, unless and until terminated by either party in accordance herewith Independent Directors or unless either party provides written notice the holders of nonrenewal to the other party at least 30 days prior to the end a majority of the then-current Subscription Term. We may increase pricing applicable to outstanding shares of Common Stock (other than those shares held by members of the renewal Company's senior management team and Affiliates of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30the Manager) 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 agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventcompensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Upon termination If the Company elects not to renew this Agreement at the expiration of a Subscriptionthe Initial Term or any Renewal Term as set forth above, 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 12(a) not less than 180 days 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 (the “Effective Termination Date”), not less than 180 days from the date of the Termination Notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such Effective Termination Date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Manager agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 45-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date which is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 45-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

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 December 31, 2010 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Order Form Independent Directors agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and continues as indicated on its Subsidiaries or (ii) the Order Form compensation payable to the Advisor hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause ("Term")ii) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Except as otherwise specified in If 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 TermInitial Term or any such one-year extension term as set forth above, unless and until terminated by either party in accordance herewith or unless either party provides the Company shall deliver to the Advisor 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) not less than 180 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 180 days from the date of the notice, on which the Advisor 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 thenAdvisor is unfair, the Advisor shall have the right to renegotiate such compensation 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 (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Advisor 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 compensation payable to the Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to agree to the terms of the revised compensation to be payable to the Advisor 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 Term45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. Unless otherwise indicated on an Order Form, you The Company may elect to terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds agreement under the provisions of this Section 13(a) prior to the expiration of the Initial Term 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 Advisor has failed to earn Incentive Compensation for four (i4) 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 Formconsecutive quarters.

Term Termination. Except as otherwise stated herein, The term of this Agreement will remain in effect until terminated. The term for any Software starts ("Term") shall commence on the Effective Date and shall continue until the earlier to occur of the Order Form following: (i)Click or tap to enter contract expiration date; (ii) full 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 complete delivery of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal Services to the other party at least 30 days prior satisfaction of Xxxxx; (iii) termination pursuant to the end of the then-current Subscription Term. We may increase pricing applicable to the renewal terms of any then-current Subscription Term section of this Agreement (including, this section); (iv) termination by providing you with notice thereofXxxxx without cause, including by email, at least upon thirty (30) days prior days' written notice to Contractor; (v) termination by Xxxxx or Contractor pursuant to a material breach by the other Party, which breach has not been cured 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 non-breaching Party’s satisfaction within thirty (30) days after receipt of subsequent to written notice of the breachsuch breach from Xxxxx or Contractor, as applicable; or (iivi) termination by mutual agreement of the other party becomes insolventParties. Upon any termination of this Agreement, Contractor shall cease its performance related to the Services and shall deliver to Brown all of Xxxxx'x proprietary information (including, Confidential Information) (as defined herein), or Work Product (as defined herein) used or generated under this Agreement, and such Services in progress or completed Services as Xxxxx may request. Any cancellation or termination by Xxxxx or Contractor, whether for default or otherwise in accordance with the provisions of this Agreement, shall be without prejudice to any claims or damages or other rights by the applicable Party. To the extent any Fees or reimbursable expenses have been prepaid by Xxxxx, Contractor shall refund to Xxxxx a Subscriptionprorated portion of such Fees or reimbursable expenses within thirty (30) days of termination. To the extent any Fees have been accrued but unpaid by Brown, the following will apply: Brown shall pay Contractor such Fees within forty-five (45) days of termination. In addition to other termination rights set forth in this Agreement, if Contractor (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all fails to deliver the Services as specified in this Agreement or fails to make progress so as to endanger performance of the applicable Software, whether modified or merged into other materials and/or ApplicationsServices; (b) all updates and upgrades ceasefails to perform any other provision of this Agreement; (c) All amounts due under any unpaid invoices will become due and payable immediatelybecomes financially unstable, insolvent, makes an assignment in favor of creditors, or enters bankruptcy or dissolution procedures; and or (d) If we are in breach, you will receive a prorated refund for any fees paid in advance. We may suspend your use is purchased by another company (regardless of the Software and Premium Support as applicable without terminating this Agreement during form of such transaction), then in each case Xxxxx may terminate the whole or 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 part of this Agreement and/or an Order Formimmediately without any liability.

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. PRICING/FEES 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 xxxx 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 FormCANCELLATION POLICY You 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. PRODUCTS AND SERVICES/USE THEREOF 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(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 six (6) 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 Stock, 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; (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 FormTermination Notice.

Term Termination. Except This Agreement shall enter into force and effect as otherwise stated herein, this Agreement will of the date first set forth above and shall remain in force and effect until terminatedthe earlier of (i) the effective date of PROGENICS’ merger with Lantheus Holdings, Inc. and (ii) May 15, 2020 unless terminated as set forth herein by either party. The term for any Software starts CONSULTANT hereby resigns as Chief Financial Officer of PROGENICS effective on the Effective Date of the Order Form and continues as indicated on the Order Form ("Term")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 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 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 for convenience upon fifteen (3015) days after receipt of written notice of to the breach; other, or (ii) upon default in performance of the other party, provided that the defaulting party becomes insolvent. Upon termination shall be given not less than ten (10) days prior written notice of a Subscription, default and 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 opportunity to cure the breach before suspending your use default during such notice period. If PROGENICS terminates this Agreement in accordance with (i), PROGENICS shall pay CONSULTANT the retention payment under the Retention Bonus Agreement. To the extent stated in the notice, CONSULTANT shall cease all Services as of the Software effective date of termination (the “Termination Date”). Unless earlier required by paragraph 4 of the Employee Invention Assignment and Premium Support. Suspension will only be to Confidentiality Agreement, dated as of November 12, 2015, by and between PROGENICS and CONSULTANT (the extent reasonably necessary until “Confidentiality Agreement”), promptly upon 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 FormAgreement, and earlier if requested by PROGENICS at any time, CONSULTANT shall deliver to PROGENICS (and shall not keep in CONSULTANT’s possession or deliver to anyone else) all Confidential Information, as defined in Section 4 below, of PROGENICS (including all embodiments thereof) and all software, documentation, devices (including cell phones, computers and other electronics used by CONSULTANT), records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items, or any other work product whatsoever, developed by CONSULTANT as part of or in connection with the Services or otherwise belonging to PROGENICS.

Term Termination. Except as otherwise stated herein(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain (A) shall be in effect until terminated. The December 31, 2008 (the “Initial Term”), and (B) shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless (i) at least two-thirds of the Order Form and continues as indicated on Independent Directors or the Order Form holders of at least a majority of the outstanding Common Shares agree not to automatically renew because there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or ("Term")ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Except as otherwise specified in If 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 TermInitial Term or any such one-year extension term as set forth above, 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 of nonrenewal to (the other party at least 30 days prior to the end “Termination Notice”) of the then-current Subscription Term. We may increase pricing applicable Company’s intention not to renew this Agreement based upon the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty terms set forth in this Section 13(a) not less than one hundred eighty (30180) days 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 (the “Effective Termination 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 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than sixty (60) 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within sixty (60) 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 compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such sixty (60) 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 sixty (i60) day period and (B) 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; (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 FormTermination Notice.

Term Termination. Except as otherwise stated hereinUnless earlier terminated under this Section 4, this Agreement will remain in effect until terminated. The term and the status and obligations of Employee thereunder as an employee of the Company (except as provided for any Software starts below) shall be effective for a period ending on the Effective Date 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 the “Initial Term"”) and upon your payment of renewal fees will renew for successive twelve (12) month periodsand, starting the day following after the expiration of the previous Subscription Initial Term, unless this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and until terminated by the Initial Term, the “Term”) unless, following the Initial Term, 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 gives thirty (30) days prior days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the end payment of such Term. Unless otherwise indicated on an Order Form, you may terminate any severence amount or post-termination benefit called for 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 otherwise shall be: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after Company’s concurrent receipt of notice a general release of all claims against the breach; or Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (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 that all such payments shall comply with Section 409A of the applicable SoftwareInternal Revenue Code of 1986, 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"amended, and "General" survive the termination of this Agreement and/or an Order Formall regulations prmulgated thereunder.

Term Termination. Except as otherwise stated herein(52) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall be in effect until terminated. The term the date that is one (1) year after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the applicable Order Formcase of the initial term hereof) term as set forth above, subscription terms are for twelve the Company shall deliver to the Manager prior written notice (12) months from the Effective Date ("Subscription TermTermination Notice") and of the Company's intention not to renew this Agreement based upon your payment the terms set forth in this Section 13(a) of renewal fees will renew for successive twelve (12) month periods, starting the day following this Agreement not less than 60 days prior to the expiration of the previous Subscription Termthen existing term. If the Company so elects not to renew this Agreement, unless 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 until terminated by either party this Agreement shall terminate on such date; provided, however, that in accordance herewith or unless either party provides written notice of nonrenewal the event that such Termination Notice is given in connection with a determination that the compensation payable to the other party at least 30 days prior Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the end of the thenCompany, no fewer than forty-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 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 30 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 30 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; (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 FormTermination Notice.

Term Termination. Except as Unless otherwise stated hereinmutually agreed in writing by Wrap or the Nxxxxx Parties, 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 earliest of (a) the tenth day (the “Final Replacement Date”) following the adjournment of the Order Form first applicable annual meeting of Wrap’s stockholders, which follows the 2021 Annual Meeting, at which the New Directors (or any Replacement) were not successfully re-elected at such meeting and continues as indicated on no subsequent Replacements were appointed by the Order Form Board by the Final Replacement Date, ("Term"). Except as otherwise specified in b) the applicable Order Form, subscription terms are New Directors (or any Replacement) fail to be re-nominated 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 election to the other party Board at least 30 days prior any annual or special meeting of Wrap’s stockholders (including any adjournment postponement, rescheduling or continuation thereof) at which such New Directors (or such Replacement) are up for election, and (c) the consummation of an Extraordinary Transaction. Notwithstanding anything 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 thereofcontrary herein, 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 Nxxxxx Parties may earlier terminate this Agreement or an Order Form and fails to cure the if Wrap commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within thirty fifteen (3015) days after receipt of notice of by Wrap from a Nxxxxx Party specifying the material breach; or , or, if impossible to cure within fifteen (15) days, that Wrap has not taken any substantive action to cure within such fifteen (15)-day period, and (ii) Wrap may earlier terminate this Agreement if any of the other party becomes insolventNxxxxx Parties commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by such Nxxxxx Party from Wrap specifying the material breach, or, if impossible to cure within fifteen (15) days, that such Nxxxxx Party has not taken any substantive action to cure within such fifteen (15)-day period. Upon termination Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any breach of this Agreement prior to such termination. The Parties agree that if the Board does not comply with the provisions of Section 2(a)(ii) hereof by the Appointment Date and such non-compliance is not directly the result of a Subscriptionbreach by the Nxxxxx Parties of their obligations under this Agreement, then (x) such non-compliance shall constitute a material breach of Wrap’s obligations hereunder and that the following will apply: cure period set forth in clause (ai) 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 immediatelyabove shall not apply to such material breach; and (dy) If we are if the Nxxxxx Parties exercise their termination right upon such non-compliance, Wrap agrees that (A) so long as the Nxxxxx Group provides a notice in breachthe same form as the Nomination Notice (the “Subsequent Nomination Notice”) within 10 days after such termination, you such notice will receive be deemed timely with respect to nominations and proposals for consideration at the 2021 Annual Meeting and (y) the Company shall not include in the Proxy Statement any statement that would permit a prorated refund for any fees paid proxy to confer discretionary authority with respect to the matters set forth in advance. We may suspend your use such Subsequent Nomination Notice (or if the Proxy Statement has been issued at the date of such Subsequent Nomination Notice, Wrap shall amend 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 Proxy Statement 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 Formto remove any such statement).

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 the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified in If 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 Termoriginal term or any such one-year extension term as set forth above, 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 Termination Notice. 577510.02-Wilmington Server 1A MSW - Privileged & Confidential Subject 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.FRE 408

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 six (6) 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, the Subsidiaries 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; (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 FormTermination Notice.

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 December 31, 2010 (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 TermINITIAL TERM") and upon your payment shall be automatically renewed for a one-year term each anniversary date thereafter (a "RENEWAL TERM") unless at least two-thirds of renewal fees will 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) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; PROVIDED that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew for successive twelve (12) month periods, starting the day following this Agreement at the expiration of the previous Subscription TermInitial Term or any Renewal Term as set forth above, 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 of nonrenewal to (the other party at least 30 days prior to the end "TERMINATION NOTICE") of the then-current Subscription Term. We may increase pricing applicable Company's intention not to renew this Agreement based upon the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty terms set forth in this Section 13(a) not less than one hundred eighty (30180) days 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 (the "EFFECTIVE TERMINATION 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 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (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 compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager 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; (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 FormTermination Notice.

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 hereinThis Exhibit A for 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 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 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 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 Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the Equipment 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, The term of this Agreement will remain in effect until terminated. The term for any Software starts shall commence on the date on which Customer first accepts this Agreement or otherwise accesses and uses any Services through the Website (the “Effective Date Date”) and shall continue for the period of time(s) for which Customer has subscribed to the Services, unless earlier terminated or extended pursuant to this Section 8 (the “Term”). If Customer subscribes to any of Panjiva’s Services, the Term for such Services will renew automatically for successive periods of time equal to the duration 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 initial Term, unless and until terminated by either party in accordance herewith Customer or unless either party Panjiva provides written notice of nonrenewal to the other party termination at least 30 sixty (60) days prior to before the end of the then-current Subscription applicable Term. We may increase pricing applicable to Notwithstanding 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 haveforegoing, either party may terminate this Agreement or any Order Form immediately on notice if (ia) the other party materially breaches the is in breach of this Agreement or an Order Form and fails to cure such breach prior to the breach within expiration of seven (7) days after its receipt of notice of the breach, or (b) the other party becomes insolvent or its business is no longer a going concern. Further, Panjiva may terminate this Agreement, or suspend provision of the Services to Customer, effective immediately, in the event that Panjiva reasonably believes that Customer is violating the scope of its permitted use of the Services or Content. Panjiva may also terminate this Agreement without liability at any time for convenience or no reason, effective thirty (30) days after receipt delivery of written notice to Customer; provided that, in such case, Panjiva will provide a pro-rata refund of the breach; unused Services actually paid by Customer attributable to the period following termination of the Services. Upon expiration or termination of this Agreement, (i) the Term, all licenses granted under this Agreement by Panjiva, and the Services will automatically terminate, and (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 payments owed by Customer to Panjiva will become immediately due and payable immediately; payable. Sections 5, 6, 7, 8, 9, 10, 11, 12, 13 and (d) If we are in breach14, 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" shall survive the termination or expiration of this Agreement and/or an Order Formaccording to their respective terms.

Term Termination. Except as otherwise stated hereinFor current tenants, this Agreement will remain Lease shall commence on , 20 , and 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 otherwise specified in the applicable Order Formthrough December 31, 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 periods2014, starting the day following the Upon expiration of said term provided the previous Subscription Termsame has not be terminated, the Lease term shall automatically commence on January 1, 2015, and shall continue in effect for one (1) year until December 31, 2015, unless and until terminated by either party in accordance herewith Lessor or Lessee as hereinafter provided. This Lease will automatically renew each year unless either party provides Lessor or Xxxxxx gives 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 thereof, including by email, at least thirty (30) days prior to the end expiration date of such Termthe term. Unless otherwise indicated on an Order FormThis Lease may be non- renewed by Lessee or Lessor for any reason, you may terminate this Agreement with or any Order Form at any time without cause. HoweverThis Lease may be terminated by Lessor for default in payment of rent by Lessee by giving Lessee ten (10) days prior written notice of termination. Or, we will not provide refunds if any term, condition or covenant to be kept or performed by Lessee under this Agreement shall be violated or neglected, then Lessor shall have the Agreement or an Order Form is terminated without cause. Without limiting other remedies, it may have, either party may right to terminate this Agreement or any Order Form immediately on notice if Lease by giving Lessee at least ten (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (3010) days after receipt of prior written notice of termination specifying the breach; date that Lessee must vacate the Leased Premises. If Xxxxxx does not vacate the Leased Premises and remove the aircraft from the above-described hangar before the expiration of said notice period, then Lessee hereby agrees that Lessor is authorized and empowered to remove said aircraft and all contents of the hangar. All costs of removal, including legal fees as well as any additional rent which may be due as a result of Xxxxxx’s failure to timely remove the aircraft, shall be paid to Lessor before Xxxxxx’s aircraft will be released. In addition, Lessor shall not be liable to Lessee for any damage to Xxxxxx’s aircraft during or (ii) after removal and impoundment unless said damage, claim or loss is due to the intentional act or gross negligence of Lessor. If any Xxxxxx enters into this Lease on any date other party becomes insolvent. Upon termination than January 1 of a Subscriptiongiven year, the following Lease term will apply: (a) All licenses grantedbe through December 31 of said year after which it will automatically transform into a year-to- year lease as of Jan. 1, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all of provided 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 Lease is still 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 Formeffect.

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 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. Upon termination Notwithstanding the above, ACDE may terminate this Agreement immediately in the event any 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.occur:

Term Termination. Except as otherwise stated herein, this Agreement will remain This Addendum A for Hardware Maintenance and Software 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 5-1 (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 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 this Addendum A shall automatically renew for an unlimited number of successive Two Year Periods (each a "Renewal Period") until this Agreement 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 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 Agreement, 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 CONTRACTOR notifies COUNTY that it is no longer able to procure replacement parts that may be needed in order to perform the Hardware Maintenance Services contemplated hereunder, (d) If we are the date on which the Equipment or firmware installed thereon is no longer certified by federal and/or state authorities for use in breachCOUNTY's jurisdiction, you will receive a prorated refund for or (e) the date which is thirty (30) days after COUNTY fails to pay any fees paid in advanceamount due to CONTRACTOR under this Agreement. We may suspend your use Upon the termination of the license, COUNTY shall immediately return the Software and Premium Support as applicable without terminating this Agreement during Documentation (including any period of material breach. We will give you reasonable notice and a chance all copies thereof) to cure the breach before suspending your use of CONTRACTOR, or (if requested by CONTRACTOR) destroy the Software and Premium Support. Suspension will only be Documentation and certify in writing to the extent reasonably necessary until the breach is curedCONTRACTOR that such destruction has occurred. 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 not relieve COUNTY of its liability to pay any amounts due to CONTRACTOR hereunder and shall only entitle COUNTY to a prorated refund of any fees already paid to CONTRACTOR in the event that this is Agreement is terminated pursuant to subsection 1(c) or 1(d) above.

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 as otherwise stated herein, Xx. Xxxxxxxx’ employment under this Agreement will remain shall be for an unspecified term on an “at will” basis. This Agreement may be terminated by The Company with Two weeks written notice, and by Xx. Xxxxxxxx upon Two weeks written notice. If the Company shall so terminate this Agreement, Xx. Xxxxxxxx shall be entitled to compensation for One year (the “Severance Period”) of base salary, pro-rated bonus (if applicable), and benefits (including health care and life insurance as applicable) beyond the termination date of such termination, unless Xx. Xxxxxxxx is in effect until terminatedviolation of this Agreement. If Xx. Xxxxxxxx is in violation of this Agreement, The Company may terminate employment with cause without notice and with compensation to Xx. Xxxxxxxx only to the date of such termination. As used in this Agreement, the term “Cause” shall include, without limitation: insubordination; dishonesty; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. 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 compensation paid under this Agreement or shall be Xx. Xxxxxxxx’x exclusive remedy. The salary and fringe benefits to be paid are referred to herein as the “Termination Compensation.” Xx. Xxxxxxxx shall not be entitled to 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 Termination Compensation unless: (i) the other party materially breaches the Agreement Xx. Xxxxxxxx complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or an Order Form inventions assignment agreement that Xx. Xxxxxxxx signed, and fails (ii) Xx. Xxxxxxxx executes and delivers to cure the breach within thirty (30) days The Company, after receipt of a notice of termination, a release in form and substance acceptable to The Company, by which Xx. Xxxxxxxx releases The Company from any obligations and liabilities of any type whatsoever under this Agreement, except for The Company’ obligations with respect to the breach; Termination Compensation, and that release shall not affect Xx. Xxxxxxxx’x right to indemnification, if any, for actions taken within the scope of his employment. Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired, and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for Xx. Xxxxxxxx’x release. If Xx. Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Xx. Xxxxxxxx to continue to perform his duties hereunder for the full notice period, or (ii) terminate Xx. Xxxxxxxx ’s employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Xx. Xxxxxxxx ’s employment by The Company. Unless otherwise provided by this Section, all compensation and benefits paid by The Company to Xx. Xxxxxxxx shall cease upon his last day of employment. If during the other party becomes insolventterm, and within 12 months following a Change in Control, Xx. Upon termination of a SubscriptionXxxxxxxx is subject to an Involuntary Termination, the following will apply: (a) All licenses grantedCompany shall pay Xx. Xxxxxxxx a lump sum serverance payment equal to one time his Base Salary plus one and one-half times Xx. Xxxxxxxx at plan bonus payout. Further, except for fully-paidany shares of restricted stock and other equity awards granted by the Company and held by Xx. Xxxxxxxx scheduled to vest in the 12 months after such Involuntary Termination due to a Change in Control, perpetual licenses, will terminate shall accelerate and you must stop using, de-install and permanently delete all be fully vested as 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 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 FormInvoluntary Termination.

Term Termination. Except as otherwise stated herein, this Agreement The commercial supply agreement for each Product will remain in effect until terminated. The have an initial term for any Software starts on that ends [***] years from the Effective Date date of Alnylam’s first commercial sale of such Product (the Order Form and continues as indicated on the Order Form ("“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 commercial supply agreement will renew for successive twelve (12) month periods, starting a period mutually agreed by the day following parties. Either Party may terminate 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 commercial supply agreement at least 30 days prior to the end of the then-current Subscription Terminitial Term or during the renewal term provided, however, that Alnylam has given [***] months and Agilent has given at least [***] months, as the case may be, prior written notice of such termination. We may increase pricing applicable CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. In addition to the renewal of foregoing termination right, Alnylam shall have the right without penalty to terminate the commercial supply agreement and/or 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 SOW (i) the other party materially breaches the Agreement or an Order Form and immediately if Agilent fails to cure obtain or maintain any material governmental licenses or approvals required in connection with the breach within thirty (30) days after receipt of notice Manufacture of the breachProduct or receives a notice from a regulatory agency (including, without limitation, a warning letter from the FDA) that imposes a material restriction on the use or regulatory approval of any Product Manufactured within the facility; or (ii) the upon [***] months’ [***]. Any definitive commercial supply agreement shall also contain other party becomes insolventcustomary terms and conditions. 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 advanceCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. 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 FormA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

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) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall be in effect until terminated. The November 26, 2016 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Order Form and continues as indicated on Independent Directors 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 holders of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration a majority of the previous Subscription Term, unless and until terminated outstanding shares of common stock (other than those shares held 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 members of the then-current Subscription Term. We may increase pricing applicable to Company’s senior management team and affiliates of the renewal of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty (30Manager) 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 agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventcompensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Upon termination If the Company elects not to renew this Agreement at the expiration of a Subscriptionthe Initial Term or any Renewal Term as set forth above, 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) not less than 180 days 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 (the “Effective Termination Date”), not less than 180 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Manager agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 45-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date which is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 45-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

Term Termination. Except as otherwise stated hereinThis Agreement will begin on the date on which Recipient first accesses or uses the Service during the Pilot Term and will continue for the period of time indicated at Recipient’s sign-up on the Thundra Service website (“Subscription Term”). Thereafter, 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 periods equal to the day following the expiration length of the previous Subscription Term (each, a “Renewal Term”, and the Subscription Term, unless and until terminated by either party in accordance herewith or together with the Renewal Term, the “Term”) unless either party provides written gives notice of nonrenewal to the other party at least 30 days prior of its intention not 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, renew at least thirty (30) days prior to the end of such the then current 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 if (i) the other party materially breaches a material term of this Agreement, including without limitation a party’s warranties under Section 10, herein, and such breach is not cured by the Agreement or an Order Form and fails to cure the breach breaching party within thirty (30) days after following receipt of written notice by the non- breaching party describing such breach. For the avoidance of the breach; or (ii) the other doubt, neither party becomes insolventis permitted to terminate this Agreement for convenience. Upon any termination or expiration of a Subscriptionthis 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 Recipient shall immediately cease 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 Service and Premium Support as applicable without terminating this Agreement during Thundra will revoke all access to the Service. In the event of termination due solely to a breach by Thundra, Thundra shall refund to Recipient any period of material breachprepaid fees for Service that would have been rendered after the termination date. We will give you reasonable notice and a chance to cure Within thirty (30) days following the breach before suspending your use termination or expiration 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"Agreement, "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability"Recipient may request, and "General" survive the termination Thundra will provide to Recipient in an industry- standard format, a copy of this Agreement all Recipient Data. Thundra has no obligation to maintain Recipient Data and/or an Order Formmake Recipient Data available after such thirty (30) day period.

Term Termination. Except This Origination Agreement shall automatically expire and terminate upon the earlier of (i) December 31, 2010 (the “Initial Termination Date”) and (ii) the date upon which the Loan Purchase and Sale Agreement, dated as otherwise stated hereinof the date hereof, between the parties hereto, is terminated in accordance with the terms thereof. So long as neither a PHH Performance Failure nor an MLCC Performance Failure shall have occurred, this Agreement will remain in effect until terminated. The shall be automatically extended, subject to the following sentence, without any action by the parties hereto for one (1) additional five (5) year term for any Software starts on from and after the Effective Initial Termination Date of (the Order Form and continues as indicated on the Order Form ("“Extension Term"”). Except as otherwise specified in [ * * *] [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. For the applicable Order Formavoidance of doubt, subscription terms are for twelve (12) if either a PHH Performance Failure or an MLCC Performance Failure shall have occurred, there shall be no extension of this Agreement, unless, at least six months from prior to the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periodsInitial Termination Date, starting the day following the expiration of the previous Subscription Term, unless and until terminated by either party in accordance herewith MLCC or unless either party provides PHH shall have sent a written notice of nonrenewal to the other party at least 30 stating that notwithstanding the PHH Performance Failure or the MLCC Performance Failure, as the case may be, such party is willing to extend this Agreement for the Extension Term. Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any of its representations, warranties or covenants or shall materially default in the performance of any of its duties or obligations hereunder, and such breach or default shall not be substantially cured within sixty (60) days prior after written notice specifying the breach or default has been given by the non-breaching or non-defaulting Party, such non-breaching or non-defaulting Party may, by giving written notice thereof 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 thereofbreaching or defaulting Party, 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 for cause as of a future date specified in such notice of termination; (B) an insolvency, bankruptcy or any Order Form at any time without cause. Howeversimilar proceeding shall have been commenced, we will not provide refunds if or a decree or order of an appropriate court, agency or supervisory authority for the Agreement appointment of a conservator, receiver or an Order Form is terminated without cause. Without limiting liquidator shall have been entered against the other remediesParty (the “Bankrupt Party”), it may havethen the other Party may, either party may by giving written notice thereof to the Bankrupt Party, terminate this Agreement for cause as of a future date specified in such notice of termination; (C) PHH’s good standing with HUD or any Order Form immediately on notice if both Fxxxxx Mxx and Fxxxxxx Mac shall have been revoked for cause (iit being understood that PHH may choose to cease doing business with one but not both of Fxxxxx Mae or Fxxxxxx Mac) the other party materially breaches the Agreement or an Order Form and PHH fails to cure the breach have such good standing reinstated within thirty (30) days after receipt days, then MLCC may, by giving notice thereof to PHH, terminate this Agreement for cause as of a future date specified in such notice of the breachtermination; or (iiD) a PHH Competitor Change of Control shall have occurred, then at any time after MLCC shall have received notice of such PHH Competitor Change of Control, MLCC may, by giving written notice thereof to PHH, terminate this Agreement as of a future date specified in such notice of termination; or (E) a PHH Change of Control (other than a PHH Competitor Change of Control) shall have occurred, then at any time within 30 days after the two year anniversary of such PHH Change of Control, MLCC may, by giving written notice thereof to PHH, terminate this Agreement as of a future date specified in such notice of termination; or (F) PHH shall have materially breached any of its representations, warranties or covenants contained in the Trademark Use Agreement and such breach shall not have been cured within the time frame prescribed therein, then MLCC may, by giving written notice thereof to PHH, terminate this Agreement for cause as of a future date specified in such notice of termination. The representations, warranties and covenants of the Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless 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" Party shall survive the termination of this the Origination Agreement. Termination of the Origination Agreement and/or an Order Formin accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications shall be processed to closing or denial.

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-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 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 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 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(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain shall be in effect until terminatedthrough December 31, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”). With respect to the end of the Initial Term or any Renewal Term, this Agreement may be terminated by the Company annually upon the affirmative vote of 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 BAM or its Affiliates) based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or its Subsidiaries or (ii) the Company’s determination that the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. 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 Company may not terminate this Agreement without cause prior to the end of the then-current Subscription Initial Term. We may increase pricing applicable If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the renewal Manager prior written notice (the “Termination Notice”) of any then-current Subscription Term by providing you with notice thereof, including by email, at least thirty the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than one hundred eighty (30180) days 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 (the “Effective Termination 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 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) 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 (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (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 compensation payable to the Manager hereunder shall be the revised compensation 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager 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; (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 FormTermination Notice.

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 December 31, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds 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 Independent Directors agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventdetermination that the compensation payable to the Manager under this Agreement is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Upon termination If the Company elects not to renew this Agreement at the expiration of a Subscriptionthe Initial Term or any Renewal Term as set forth above, 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 14(a) not less than 180 days 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 (the “Effective Termination Date”), not less than 180 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 Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 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 (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following will apply: (a) All licenses grantedthe 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 for fully-paidthat the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company, perpetual licensesthe TRS and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company, will terminate the TRS and you must stop using, de-install and permanently delete all the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 45-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date which is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 45-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

Term Termination. Except This Agreement shall be 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 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 will This Agreement shall 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 TMNA’s nominee (presently, ETI). We TMNA 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 this Agreement without cause upon within thirty (30) days prior written notice to Licensee. If TMNA terminates this Agreement without cause, Licensee shall receive a pro-rata refund of the end of such TermAnnual Fee that it paid for the current one year term. Unless otherwise indicated on an Order Form, you TMNA may also terminate this Agreement or any Order Form at any time without causeimmediately 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. 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 If Licensee (i) the other party materially breaches the Agreement any of its material obligations hereunder (including without limitation, its obligations under Section 3, 4 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 TMNA, (ii) files a petition in bankruptcy, has an order entered or a petition in bankruptcy filed against it, makes a general assignment for the other party becomes insolvent. Upon termination benefit of creditors or otherwise acknowledges insolvency, (iii) is adjudged bankrupt, (iv) commences or is placed in complete liquidation, or (v) suffers the appointment of a Subscriptionreceiver, who is not discharged within ninety (90) days after being appointed, for any substantial portion of its business; then, and in any such event, TMNA may terminate this Agreement immediately by giving written notice of such termination to Licensee. Sections 3, 4, 6, 8, 9(c), 10, 11 and 12 survive termination or expiration of this Agreement. Within ten (10) days after the following will apply: (a) All licenses grantedtermination or expiration of this Agreement, except for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently Licensee shall delete all of the applicable Software, whether modified or merged into Toyota Diagnostic Data from any electronic media and destroy all 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"copies, and "General" survive shall confirm in writing that it has done the termination of this Agreement and/or an Order Formforegoing.

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 herein, this This Agreement will remain in effect until terminated. The term for any Software starts commenced on the Effective Date and, unless earlier terminated, shall continue in effect until thirty days (30) after the expiration or termination of all SOWs under this Agreement. Each Full Outsource SOW, and any other SOW that expressly specifies a term of ten (10) years (collectively, the Order Form and continues as indicated on the Order Form “10-Year SOWs”) shall be effective for a ten ("Term"). Except as otherwise specified in the applicable Order Form, subscription terms are for twelve (1210) months year term from the Effective Date, unless sooner terminated as provided herein (the “Initial Term”). Notwithstanding anything to the contrary, but except as mutually agreed by Client and Ensemble, each SOW executed after the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following shall have an expiration coinciding with the expiration of the previous Subscription Term10-Year SOWs and shall otherwise be subject to all terms and conditions of this Agreement and SOWs #1, unless #3 and until terminated by either party #4 (except with respect to pricing, for which the pricing set forth in accordance herewith or unless either party provides written notice this Agreement shall apply, and for SLAs and KPIs, which will be mutually agreed among the parties). AMENDED AND RESTATED MASTER SERVICES AGREEMENT At the end of nonrenewal to each of the other party at least 30 days prior to third (3rd) and sixth (6th) anniversary of the Initial Term (each such anniversary being an “Extension Opportunity”), the term of each 10-Year SOW shall automatically renew for a period of an additional three (3) years from the end of the then-current Subscription Term. We may increase pricing termination date subject to, at the time of such Extension Opportunity, with respect to such 10-Year SOW that is a Acute SOW, satisfaction of the Acute Compliance Conditions and with respect such 10-Year SOW that is a Physicians SOW, satisfaction of the Physicians Compliance Conditions, provided that that if either the Acute Compliance Conditions or Physician Compliance Conditions are not satisfied on the date of the applicable Extension Opportunity, with respect to the renewal of any then-current Subscription Term by providing you with notice thereofAcute SOWs or Physician SOWs, including by emailas applicable, the Extension Opportunity shall be extended for an additional three months, and the Acute Compliance Conditions or Physician Compliance Conditions, as applicable, shall be tested at least thirty (30) days prior to the end of such Termthree-month period assuming a trailing 15 month period in lieu of a trailing 12 month period and such Acute SOWs or Physician SOWs, as applicable, shall be automatically renewed in accordance with this paragraph if Ensemble satisfies such retested compliance conditions. Unless If the Initial Term of any SOW is automatically renewed at year three and/or year six in accordance with the foregoing, the Savings Credit, as defined in such SOW to the extent applicable, shall increase from (i) [***] to [***] contemporaneously with the first extension at year three and (ii) [***] to [***] contemporaneously with the second extension at year six. Nothing set forth herein shall preclude the Parties from otherwise indicated on an Order Form, you may terminate agreeing to extend the term of this Agreement or any Order Form at SOWs upon their mutual written agreement in the event the term is not subject to automatic extension. For the avoidance of doubt, 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 extension 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 term of this Agreement and/or an Order Formshall also extend the term of any effective SOW unless otherwise mutually agreed between the Parties.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts shall commence on the Effective Date of and remain in effect for the Order Form and continues as indicated on the Order Form ("Term"). Except as otherwise period specified in Schedule A and, unless this Agreement is terminated earlier as provided herein, shall continue for the applicable Order FormInitial Subscription Term and, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees will renew thereafter, this agreement shall be automatically renewed for successive twelve periods of 12 months (12) month periodseach a Renewal Period), starting the day following the expiration of the previous Subscription Term, unless and until terminated by unless: either party in accordance herewith or unless either party provides written notice of nonrenewal to notifies the other party of termination, in writing, at least 30 60 days prior to before the end of the then-current Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. We may increase pricing applicable If customer wishes, upon notice of termination by said customer, that services rendered by Supplier be ceased immediately, an early termination fee equal to the renewal remainder 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 Termcontracted monthly fees will be applied. Unless otherwise indicated on an Order Form, you Supplier may terminate this Agreement or any Order Form at any time without cause. However, we will not provide refunds if 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) the other party materially breaches the Agreement or an Order Form and event that Customer fails to cure the a breach of this Agreement within thirty (30) 30 days after receipt of written notice of the breach; or (ii) the other party becomes insolvent. Upon termination by the Supplier due to material breach, Customer shall within five days of a Subscriptiontermination return, the following will apply: (a) All licenses grantedor destroy at Supplier's discretion, except for fully-paid, perpetual licenses, will terminate any and you must stop using, de-install and permanently delete all copies of the applicable Software, whether modified Documentation. Customer shall certify in writing to Supplier that all such copies have been returned 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 destroyed. On termination of this agreement for any fees paid in advance. We may suspend your reason; all services granted under this agreement shall immediately terminate; each party shall make no further use of any intellectual property, documentation and other items (and all copies of them) belonging to the Software and Premium Support as applicable without terminating this Agreement during other party; the Supplier may destroy or otherwise dispose 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 Customer Data in its possession unless the extent reasonably necessary until Supplier receives, no later than ten days after the breach is cured. The parties' rights and obligations under this section and sections entitled "Financial Terms", "Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation effective date of Liability", and "General" survive the termination of this Agreement and/or an Order Formagreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

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 the date that is three (3) years from November 26, 2013, and thereafter on each anniversary of such date be deemed renewed automatically each year for any Software starts on the Effective Date an additional one-year period unless (i) a majority consisting of at least two-thirds of the Order Form and continues as indicated on Independent Directors or a simple majority of the Order Form holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or ("Term")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 the Independent Directors have determined to be fair. Except as otherwise specified in If 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 Termoriginal term or any such one-year extension term as set forth above, 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; (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 FormTermination Notice.

Term Termination. Except as otherwise stated herein, this This Origination Agreement will remain in effect until terminated. The term for any Software starts on shall automatically expire and terminate upon the Effective Date earlier 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) December 31, 2027 (the other party materially breaches the Agreement or an Order Form “Initial Termination Date”) and fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) the other date upon which either party becomes insolventterminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. Upon termination So long as no material breach by either Party shall have occurred which remains uncured, this Agreement shall be automatically extended, without any action by the parties hereto for one (1) additional five (5) year term from and after the Initial Termination Date (the “Extension Term”). Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any of its representations, warranties or covenants or shall materially default in the performance of any of its duties or obligations hereunder, and such breach or default shall not be substantially cured within sixty (60) days after written notice specifying the breach or default has been given by the non-breaching or non-defaulting Party, such non-breaching or non-defaulting Party may, by giving written notice thereof to the breaching or defaulting Party, terminate this Agreement for cause as of a Subscriptionfuture date specified in such notice of termination; (B) an insolvency, bankruptcy or similar proceeding shall have been commenced, or a decree or order of an appropriate court, agency or supervisory authority for the following will apply: appointment of a conservator, receiver or liquidator shall have been entered against the other Party (athe “Bankrupt Party”), then the other Party may, by giving written notice thereof to the Bankrupt Party, terminate this Agreement for cause as of a future date specified in such notice of termination; or (C) All licenses granteda SL Competitor Change of Control shall have occurred, except then at any time after SRT shall have received notice of such SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or (D) an SL Change of Control (other than a SL Competitor Change of Control) shall have occurred, then at any time within 30 days after the two year anniversary of such SL Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or (E) SL shall have materially breached any of its obligations, representations, warranties or covenants contained in in any agreement between it and SRT regarding the use by SL of SRT’s trademarks and such breach shall not have been cured within the time frame prescribed therein, then SRT may, by giving written notice thereof to SL, terminate this Agreement for fully-paidcause as of a future date specified in such notice of termination. The representations, perpetual licenses, will terminate warranties and you must stop using, de-install and permanently delete all covenants of the applicable Software, whether modified or merged into Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the 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" Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement and/or an Order Formin accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications shall be processed to closing or denial.

Term Termination. Except as otherwise stated herein(a) Until this Agreement is terminated in accordance with its terms, this Agreement will remain remained in effect until terminated. The September 29, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds 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 Independent Directors agree that (i) there has been unsatisfactory performance by the other party Manager that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the other party becomes insolventcompensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term upon at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 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. Upon termination receipt by the Company of a SubscriptionNotice of Proposal to Negotiate, the Company (represented by the Independent Directors) 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 at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Manager agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 60-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date that is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 60-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The is valid for the term for any Software starts on the Effective Date of the Order Form and continues as indicated on the Order Form ("the “Subscription Term"”). The Subscription Term shall commence when You begin using the Services, or as otherwise set forth in the Order Form. Except as otherwise specified provided in an Order Form issued by SmartFox, Services subscriptions may be renewed under SmartFox’s then current applicable pricing, policies, and terms, subject to SmartFox’s acceptance and Your payment of fees for such Services. In the applicable Order Formevent of any material breach of the Agreement by either party, subscription terms are for twelve (12) months the nonbreaching party shall have the right to terminate the Agreement if such breach has not been cured within 30 days of written notice from the Effective Date nonbreaching party specifying the breach in detail. SmartFox may immediately suspend or cancel Your access to the Services during such cure period if ("Subscription Term"i) You fail to make payment due to SmartFox under the Agreement and upon your do not cure such non payment within ten business days after SmartFox has provided You with notice of renewal fees will renew for successive twelve such failure, or (12ii) month periodsYou violate any provision within Sections 2, starting the day following the expiration 3, or 10.2 of this Agreement. Any suspension by SmartFox of the previous Subscription Term, unless and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal Services under the preceding sentence shall not excuse You from Your obligation to make payment(s) under the other party at least 30 days prior to the end of the then-current Subscription TermAgreement. 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 If SmartFox terminates this Agreement or any Order Form at any time without cause. HoweverForm, we will not provide refunds if You must pay within 30 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for Services for 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 remainder of the breach; or then current term (iieven if earlier terminated) 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 under the applicable Software, whether modified or merged into other materials and/or Applications; (bOrder Form(s) all updates plus related taxes and upgrades cease; (c) expenses. 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 Formwhich by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

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 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 hereinUnless earlier terminated under this Section 4, this Agreement will remain in effect until terminated. The term and the status and obligations of Employee thereunder as an employee of the Company (except as provided for any Software starts below) shall be effective for a period ending on the Effective Date 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 the “Initial Term"”) and upon your payment of renewal fees will renew for successive twelve (12) month periodsand, starting the day following after the expiration of the previous Subscription Initial Term, unless this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and until terminated by the Initial Term, the “Term”) unless, following the Initial Term, 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 gives thirty (30) days prior days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the end payment of such Term. Unless otherwise indicated on an Order Form, you may terminate any severence amount or post-termination benefit called for 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 otherwise shall be: (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (30) days after Company’s concurrent receipt of notice a general release of all claims against the breach; or Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (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 that all such payments shall comply with Section 409A of the applicable SoftwareInternal Revenue Code of 1986, 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"amended, and "General" survive the termination of this Agreement and/or an Order Formall regulations promulgated thereunder.

Term Termination. Except This Use Agreement commences on the date You first accept it and continues for as otherwise stated hereinlong as you are using or accessing the GraceSense Decision Workshop, this Agreement will remain in effect until terminatedMaintenance Hub, and Audit Tools or any Services. The term for any Software starts on of each one-time and subscription Service purchase will be specified in the Effective Date of the Order Form and continues as indicated on the Order Form ("Term")applicable order form. Except as otherwise specified in the applicable Order Forman order form, subscription terms are for twelve (12) months from the Effective Date ("Subscription Term") and upon your payment of renewal fees subscriptions will automatically renew for successive twelve additional periods equal to the expiring subscription or one (121) month periodsyear (whichever 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 gives the other written notice of nonrenewal to the other party at least 30 days prior to the end of the thennon-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 before the end of such Termthe relevant subscription term. Unless otherwise indicated on an Order FormSubscription pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least sixty (60) days before the end of that prior term, you in which case the pricing increase will be effective upon renewal and thereafter. Either You or We may terminate this Use 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 (ifor cause 1) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within upon thirty (30) days after receipt written notice to the other party of notice a material breach if such breach remains uncured at the expiration of the breach; such period, or (ii2) if the other party becomes insolvent. Upon termination the subject of a Subscriptionpetition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the following benefit of creditors. You should send all such notices to Grace Technologies, Inc. at 0000 X. Xxxxxxxx Xx, Davenport, IA 52807. Grace will apply: (a) All licenses granted, except send all such notices to You at the email or physical address provided when You created Your account for fully-paid, perpetual licenses, will terminate and you must stop using, de-install and permanently delete all use of the applicable SoftwareGraceSense Decision Workshop, whether modified Maintenance Hub, and Audit Tools. Additionally, Grace may, in its sole discretion, terminate this Use Agreement at any time without cause upon sixty (60) days written notice to You. We reserve the right to suspend or merged into other materials and/or Applications; (b) all updates terminate Your account, in whole or in part, or prohibit Your further use of the GraceSense Decision Workshop, Maintenance Hub, and upgrades cease; (c) All amounts Audit Tools at any time 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 advanceto misuse or violation of this Use Agreement or evidence thereto. We may suspend your use immediately, and in Our sole discretion, terminate this Agreement and cancel any Services, without notice to You, if You misuse the GraceSense Decision Workshop, Maintenance Hub, and Audit Tools or the Services in violation of the Software and Premium Support as applicable terms included in this Use Agreement. If this Use Agreement is terminated by You for cause in accordance with this section or without terminating this Agreement during any period of material breach. cause by Grace, We will give you reasonable notice and a chance refund to cure You any prepaid fees covering the breach before suspending remainder of all order terms on your use account following the effective date of termination. If this Use Agreement is terminated by Us for cause in accordance with this section, You agree to pay any unpaid fees covering the Software and Premium Supportremainder of all order terms on your account following the effective date of termination. Suspension In no event will only be termination relieve You of Your obligation to pay any fees payable to Us for the period 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 effective date of Liability", and "General" survive the termination of this Agreement and/or an Order Formtermination.

Term Termination. Except as (a) Unless this Agreement is otherwise stated hereinterminated in accordance with its terms, this Agreement will remain shall be in effect until terminated. The June 12, 2010 (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless two-thirds 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 holders of the previous Subscription Term, unless and until terminated outstanding Common Partnership Units have determined 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 resolution that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company, any Subsidiary or any Additional Party, in which case this Agreement shall terminate as to such entity and not as to any 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; entity or (ii) the other party becomes insolvent. Upon termination of a Subscriptioncompensation payable to the Manager hereunder is unfair; provided that the Company, the Subsidiaries and the Additional Parties shall not have the right to terminate this Agreement under this clause (ii) if the Manager agrees to continue to provide the services under this Agreement at a fee that the Board of Directors determines to be fair pursuant to the procedure set forth below. The Partnership Agreement shall provide that the incentive allocation provisions thereof shall terminate to the same extent and at the same time as this Agreement is terminated in accordance with the terms hereof. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term for either of the reasons set forth above, 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), and stating the reason therefor, not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Manager shall cease to provide services under this Agreement on the last day of the term hereof and this Agreement shall terminate on such date (the “Effective Termination Date”). In the event that such Termination Notice is given in connection with a determination under clause (ii) above, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the 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 Board of Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. If the Company and you must stop using, de-install and permanently delete all the Manager are unable to agree to the terms of the applicable Softwarerevised compensation to be payable to the Manager during such 45 day 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 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 shall terminate, such termination to cure be effective on the breach before suspending your use of Effective Termination Date originally set forth 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 of Liability", and "General" survive the termination of this Agreement and/or an Order FormTermination Notice.

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 [ , 2027] (the “Initial Term”) and shall be automatically renewed for a one-year term for any Software starts on the Effective Date each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Order Form and continues Independent Directors (as indicated on defined herein) agree that (x) there has been unsatisfactory performance by the Order Form Asset Manager that is materially detrimental to the Company or ("Term")y) the compensation payable to the Asset Manager hereunder is unreasonable; provided that the Company shall not have the right to terminate this Agreement under clause (y) above if the Asset Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be reasonable pursuant to the procedure set forth below. Except as otherwise specified in If 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 TermInitial Term or any Renewal Term as set forth above, unless and until terminated by either party in accordance herewith or unless either party provides the Company (the “Terminating Party”), shall deliver to the Asset Manager prior written notice (the “Termination Notice”) of nonrenewal the Terminating Party’s intention not to renew this Agreement based upon the other party at least 30 terms set forth in this Section 10(a) not less than 180 days prior to the end expiration of the then-current Subscription Termthen existing term. We may increase pricing applicable If the Terminating Party so elects not to renew this Agreement, the Terminating Party shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Asset 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 then-current Subscription Term Asset Manager is unfair, the Asset Manager shall have the right to renegotiate such compensation by providing you with notice thereofdelivering to the Company, including by email, at least thirty (30) no fewer than 45 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.prospective

Term Termination. Except as otherwise stated hereinSubject to the Customer’s compliance with the terms and conditions of the Master Subscription Agreement, this the Master Subscription Agreement will remain be in effect until terminated. The term for as long as the Customer is licensed to use any Software starts on the Effective Date of the Order Form and continues as indicated on the Product pursuant to an Order Form ("the “Term"”). Except as otherwise specified ; and the term for the use of each Product will be set forth in the applicable Order FormForm for such Product (each, subscription terms are for twelve (12) months from a “Product Term”). Each party will have the Effective Date ("right to terminate the Master 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 Agreement if the other party at least 30 days prior to the end breaches any material term of the then-current Master 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 such breach within thirty (30) days after receipt of written notice of thereof. Each party will have the breach; or (ii) right to terminate an individual Order Form if the other party becomes insolventbreaches any material term of such Order Form and fails to cure such breach within thirty (30) days after written notice thereof. Upon For the avoidance of doubt, termination of a SubscriptionProduct Term shall not affect the Product Term of any other Order Form applicable to other Products that the Customer has purchased. For clarification, upon termination of any Order Form before end of the following will applyProduct Term: (a) All licenses granted, except for fully-paid, perpetual licenses, Illumio will terminate have no obligation to refund any Fees or other amounts received from the Customer during the Product Term; 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) the Customer shall remain obligated to pay all updates Fees payable under an Order Form for the full Product Term. Upon any termination or expiration of the Master Subscription Agreement or any Order Form for any reason, all licenses granted to the Customer in the Master Subscription Agreement and upgrades ceasein all Order Forms will terminate immediately and: (i) the Customer will (A) immediately cease use of the Products, and (B) promptly return to Illumio the On-Premises Software and Documentation and all copies and portions thereof, in all forms and types of media; (cii) All amounts due under any unpaid invoices each party will become due and payable immediatelypromptly destroy or return to the other party all Confidential Information of the other party in its possession or control; and (diii) If we are in breachthe Customer will provide Illumio with an officer’s written certification, 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 certifying to the extent reasonably necessary until Customer’s compliance with the breach is curedforegoing. The parties' rights and obligations under this section of Illumio and sections entitled "Financial Terms"the Customer contained in Sections 3, "Ownership"4, "Confidentiality"5, "Warranty; Disclaimer"6, "Limitation of Liability"8, 10, 11, 12, 13, 14, 15, 16 and "General" 17 will survive the expiration or termination of this Agreement and/or an Order Formthe Master Subscription Agreement.

Term Termination. Except as otherwise stated herein, this This Agreement will remain in effect until terminated. The term for any Software starts commences on the Effective Date date of Fee payment by the Order Form and continues as indicated on the Order Form ("Term"). Except as Licensee, unless agreed otherwise specified in the applicable Order FormPurchase Order, shall continue in effect for the subscription terms are for twelve period (12) months from the Effective Date ("Subscription “Initial Term"”) and for any successive subscription periods (each, a “Renewal Term”), (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”). You may request to terminate this Agreement (and the Services) at any time, in accordance with the instructions available on the Parsley Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Parsley Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period. Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Services, such subscription will be discontinued only upon your payment of renewal fees will renew for successive twelve (12) month periods, starting the day following the expiration of the previous Subscription Termrespective period for which you have already made payment. Please note that as the cancellation process may take a few days, unless in order to avoid the next automatic renewal and until terminated by either party in accordance herewith or unless either party provides written notice of nonrenewal to respective charge the other party cancellation request should be made at least 30 fourteen (14) days 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 service period Parsley 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 by giving written notice if to Licensee if: (i) the other party Licensee materially breaches the this Agreement or an Order Form and fails to cure the breach within thirty (30) seven days after receipt of being given written notice of the breachthereof; or (ii) the other Licensee is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party becomes insolventor any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration 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 reason whatsoever, Licensee will (i) immediately cease 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", "WarrantySolution; Disclaimer", "Limitation of Liability", and "General" survive the termination of this Agreement and/or an Order Form.and

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 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. PRICING/FEES For membership, you agree to pay PPD for any group practice with three or more physicians (“group practice” is defined as physicians legally organized as a partnership, professional corporation, foundation, not-for-profit corporation, faculty practice plan, or similar association) a fee of $100.00 for each physician in the group practice each 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 xxxx 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 FormCANCELLATION POLICY You 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. PRODUCTS AND SERVICES/USE THEREOF PPD reserves the right to contract with third party vendors to provide the Products and Services on behalf of its members. 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, 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 Agreement is set forth in the applicable Order Formheader, 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 periodsbut in no case shall it extend past December 31, starting the day following the expiration of the previous Subscription Term, unless and until terminated by 2021. 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 meet Client Responsibilities (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 if such failure continues unremedied. Client may terminate this Agreement at any time, for any reason, but only by returning or destroying any Order Form Confidential Information that is in your possession or control. Innovative may terminate this Agreement at any time, with or without cause, immediately on upon written notice if to Client, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (i) the other party materially breaches the Agreement or an Order Form and fails to cure the breach within thirty (307) days after of receipt of notice Innovative’s termination notice, or earlier if requested by Innovative, Client will return, cease all use of, and/or destroy all Confidential Information and cease all use of the breach; Applications Services, as provided in this Section. 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, rights and duties of the parties will terminate and you must stop using, de-install and permanently delete all other than the obligations of the applicable Softwareparties pursuant to Section 1.c. (1. Access to and Use of the Application Services), whether modified Section 2 (Ownership), Section 5 (Limitations on Liability), Section 6 (Indemnification), Section 7 (Confidentiality), Sections 8.d. and 8.e. (Termination), Section 10 (Client Configurations) and Section 11 (General). 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 (for example, when Confidential Information is contained in e-mail stored on backup tapes or merged into other materials and/or Applications; 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 (bConfidentiality) 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. 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 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(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 the Effective Date third anniversary of completion of the Order Form and continues as indicated on Listing (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 upon your payment of renewal fees will renew shall be automatically renewed for successive twelve a one-year term each anniversary date thereafter (12a “Renewal Term”) month periods, starting the day following the expiration unless at least two-thirds of the previous Subscription Term, unless and until terminated Independent Directors or the holders of at least two-thirds of the outstanding shares of Common Stock (other than those shares held by either party in accordance herewith or unless either party provides written notice of nonrenewal certain parties related 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 thereofCompany, including by emailthe Company’s members, at least thirty (30principals, employees and affiliates) 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 agree that (i) there has been unsatisfactory performance by the other party Advisor that is materially breaches detrimental to the Agreement or an Order Form Company and fails to cure the breach within thirty (30) days after receipt of notice of the breach; Subsidiaries or (ii) the compensation (other party becomes insolventthan the Loan Sourcing Fee) payable to the Advisor hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. Upon termination If the Company elects not to renew this Agreement at the expiration of a Subscriptionthe Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor 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) not less than 180 days 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 (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor 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 (other than the Loan Sourcing Fee) payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 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 (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation (other than the Loan Sourcing Fee) payable to the Advisor under this Agreement, provided that the Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Advisor within 45 days following will apply: (a) All licenses grantedthe 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 for fully-paid, perpetual licenses, will terminate that the compensation (other than the Loan Sourcing Fee) payable to the Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and you must stop using, de-install the Advisor agree to execute and permanently delete all deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to agree to the terms of the applicable Softwarerevised compensation (other than the Loan Sourcing Fee) to be payable to the Advisor during such 45-day period, whether modified or merged into other materials and/or Applications; this Agreement shall terminate, such termination to be effective on the date which is the later of (bA) all updates and upgrades cease; (c) All amounts due under any unpaid invoices will become due and payable immediately; 10 days following the end of such 45-day period and (dB) If we are the Effective Termination Date originally set forth 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 FormTermination Notice.

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 14、期限；終止。 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, or dissolves or fails to provide WeWork, upon request, with reasonable assurances of future performance. 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, 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 advanceits possession and at its expense. 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.本協議自文後簽名下方所註日期中最晚的日期起生效， 在據其條款終止之前持續有效。若供應商未履行本協議或以其他方式違反本協議、提出破產聲請、資不抵債、解散、未應WeWork要求向其提供未來履約的合理保 證，則WeWork可向供應商發出書面通知終止本協議。WeWork可自行決定要求供應商永久或暫時停止本協議 或任何訂單項下的服務履行或商品交付，和/或提前10 天向供應商發出書面通知，有因或無因終止本協議和/ 或任何訂單。供應商應在（a）收到WeWork取消訂單的 通知時，或（b）該等通知所載終止日，停止訂單項下的服務履行和/ 或商品交付。若WeWork在供應商向WeWork發出付款逾期的通知後60天內未向供應商付 款，則供應商可向WeWork發出書面通知終止本協議。 若WeWork終止本協議，其可自行選擇終止所有未完成 的訂單或其任何部分，或准許供應商繼續履行該等未完成的訂單。本協議或任何訂單到期或因任何原因終止後：（i）針對供應商截至終止日已圓滿履行的部分服務與已交付的合格商品，WeWork應在抵銷適當款項 （包括WeWork為完成服務而產生的額外費用）後向供 應商付款（但因供應商實質違反導致終止者除外）； （ii）自期滿或終止之日起，一方將不再向另一方承擔 任何義務，但據其性質應在該等期滿或終止後繼續有效者除外；且（iii）供應商應立即自費向WeWork交付由 其保管的所有機密資訊和/或工作成果。

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 breachbankruptcy laws of Canada or similar laws of any other jurisdiction and fails to set aside such proceedings within thirty (30) days or (c) Customer has not used the Service 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 this Agreement for any reason, the License and the Service shall terminate, Customer will be obligated to pay any and all Fees due hereunder up through the date of such termination or expiration and neither party shall have any further obligations to the other party. Sections 2.2, 4.1, 4.3, 5, 6, 7, 8, and 9 hereof shall survive the expiration or termination of this Agreement 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 (iib) 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 other party becomes insolvent. Upon contrary contained herein, in the event of any termination of a Subscriptionthis Agreement or its Schedules by the Customer, Bloorcom shall not be entitled to any unpaid Fees which may be payable to Bloorcom pursuant to this Agreement and its Schedules and the following will apply: (a) All licenses granted, except for fully-paid, perpetual licenses, will terminate Customer shall cease to use and you must stop using, de-install and permanently delete return to Bloorcom 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 its copies 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.documentation relating thereto